Special Power of Attorney Service Protocol

Objective of the Protocol

To establish the standardized procedure and requirements that Afiens and its international clients must follow for the appointment and performance of Afiens (or its designated representatives) as a special attorney-in-fact for signing contracts and/or specific legal documents in Mexico, ensuring the proper execution of the mandate and disclaimer of liability regarding the content of the documents to be signed, in accordance with Mexican law.

Procedure Stages

Initial Phase: Request and Scope Definition

• Request Reception: The international client contacts Afiens expressing the need for an attorney-in-fact in Mexico to sign one or more specific documents.
• Needs Identification: Afiens confirms with the client:
  • The exact type of document(s) to be signed (contracts, minutes, secondary powers of attorney, etc.).
  • The nature of the underlying operation(s).
  • The estimated frequency of the service (one-time or recurring).
• Confirmation of Afiens' Service Scope:

  The client is reminded that Afiens' service is strictly limited to acting as attorney-in-fact for the signing of the provided document, without legal review, negotiation, or advice regarding its content. This limitation is crucial to defining Afiens' scope of responsibility.

Legal Enablement Phase: Drafting, Granting, and Receipt of the Power of Attorney

• Afiens will provide the client with a draft Special Power of Attorney (POA), tailored to the specific act required by the client.
• The draft must be reviewed and approved by the client and, if necessary, adjusted according to the requirements of the notary or granting authority in the client's country. The goal is to ensure that the powers granted are clear, limited, and fully valid in Mexico.
• POA Instruction: Afiens informs the client of the need to grant the approved Special Power of Attorney (general powers will not be accepted) in favor of the individual(s) designated by Afiens.
• POA Content Requirements:
  • Be Highly Specific: The POA must authorize only the signing of the specific act(s) or document(s) required by the client. (e.g., “Special Power of Attorney to sign, on behalf of [Client Company Name], the [Type of Contract] Agreement with [Counterparty]”).
  • Clearly Identify the designated individual(s) by Afiens.
  • Comply with the formalities of the country of origin: granted before a Notary Public or competent authority.
• International Formalization:
  • Apostille: If the country is party to the Hague Apostille Convention (1961), the POA must be duly apostilled.
  • Legalization: If not party, the POA must undergo consular legalization (local certifications, Foreign Affairs Ministry, and final legalization by the Mexican Consulate).
• Receipt and Verification: Afiens receives the original POA (or notarized certified copy, if allowed) and verifies:
  • Authenticity of the apostille/legalizations.
  • Content matches the requested scope.
  • Clear identification of the Afiens representative.
  • Compliance with minimum requirements under Mexican law.
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  • [Note: The intrinsic validity of the Power under the foreign law of origin remains the client's responsibility].

Execution Phase: Signing Instruction and Disclaimer

• Instruction Reception: For each document to be signed, the client must send to Afiens:
  • Final Version of the Document: In its definitive and exact version, ready for signature.
  • Disclaimer Letter: Signed by an authorized legal representative of the client, including:
    • Clear Identification of the specific document instructed to be signed.
    • Confirmation it's the final and approved version.
    • Statement that the client has reviewed it (or through their own advisors).
    • Express and unequivocal declaration that Afiens acts solely as attorney-in-fact for signing purposes, under direct client instruction, and that Afiens assumes no responsibility whatsoever for the content, legality, validity, or consequences arising from the signed document.
    • Irrevocable instruction to Afiens to sign.

  Disclaimer Letter Importance: This document is essential and must be obtained before each signature.

• Pre-Signing Verification: Afiens verifies that the received document matches the description in the Disclaimer Letter.
• Language: The POA should be in Spanish. If not, it must include an official translation by a certified translator.

Performance Phase: Document Signing

• Signing Act: The designated attorney-in-fact signs the document strictly within the powers granted, indicating: "on behalf of [Client Company Name], in my capacity as attorney-in-fact."
• Additional Formalities (if applicable): If additional steps are required (e.g., notarial ratification or registry), Afiens will coordinate and execute them under client instruction and cost coverage.

Closing Phase: Delivery and Filing

• Document Delivery: Afiens delivers the original signed document and a copy of the Disclaimer Letter by the agreed method.
• Internal Filing: Afiens keeps a secure and confidential record including:
  • Copy of the Special POA and its apostille/legalization.
  • Copy of each Disclaimer Letter.
  • Copy of each signed document.

Important Considerations

• Legal Compliance: All steps must comply with Mexican law, including the Civil Code, Commercial Code, General Law of Commercial Entities, Notarial Law, and other applicable regulations.
• Costs: All related costs (e.g., POA issuance, apostille/legalization, notary fees, courier) are borne by the client unless agreed otherwise.
• POA Validity: It is solely the client’s responsibility to ensure the POA is valid when used, and to formally revoke it and notify Afiens.
• Confidentiality: Afiens will keep all client documents confidential, per service agreements and data protection laws.
• Liability Limitation:

  Afiens only acts as signing agent based on the POA and Disclaimer Letter and is not liable for the document’s content or business or legal consequences arising from the document signed under this protocol.

• AML/KYC Verification: If applicable, Afiens will verify the client’s identity and compliance under AML laws (LFPIORP and others).

Final Notes

• This protocol is a general guide. Specific cases may require adjustments or additional steps, always respecting the principle of limited performance and liability disclaimer.
• Strong Recommendation: The client should always seek independent legal advice, both in their home country and in Mexico, regarding the legal and commercial implications of the documents. Afiens' service does not constitute legal advice.

Additional Recommendations

• POA Clarity: Emphasize to the client the need for a specific (not general) POA. A general POA may create broad, unintended liability. Wording must be precise about permitted acts and limitations. Afiens will provide a bilingual template.
• Disclaimer Letter: This document is essential. It must be clear, unequivocal, and obtained before each signature. Afiens should provide a bilingual template to ensure the necessary protective language is included.
• Communication: Clear, documented communication with the client at each stage is critical and vital for success and security of the process.
• AML/KYC Validation: Confirm if the transaction triggers obligations under AML law.
• Flexibility: While standardized, the protocol must allow for reasonable adjustments in urgent or special cases, within the established legal safeguards.

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