Special Power of Attorney Service Protocol

1. Objective of the Protocol

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

2. Procedure Stages

2.1. Initial Phase: Request and Scope Definition

• Request Reception: The international client contacts Afiens expressing the need for a power of attorney in Mexico for the signing of one or more specific documents.
• Needs Identification: Afiens confirms with the client:
  • The exact type of document(s) to be signed (contracts, deeds, secondary powers, etc.).
  • The nature of the underlying transaction(s).
  • The estimated frequency of the service (single act or recurring).
• Confirmation of Afiens Service Scope:

  It is reiterated to the client that Afiens' service is strictly limited to acting as attorney-in-fact for the signing of the provided document, without involving legal review, negotiation, or advice on its content by Afiens. This limitation is fundamental to delineate the scope of Afiens' responsibility.

2.2. Legal Enablement Phase: Granting and Receiving the Power

• Instruction on the Power: Afiens informs the client about the need to grant a Special Power of Attorney (not general) in favor of the individual(s) designated by Afiens to act as attorney(s)-in-fact.
• Content of the Power: It is specified that the Power must:
  • Be "Specialissimo" (Highly Specific): Grant authority solely and exclusively for the signing of the specific type(s) of act(s) or document(s) required by the client. The wording must be precise to avoid unintended powers. (E.g., "Special Power to sign, in the name and representation of [Client Company Name], the [Type of Contract] contract with [Counterparty]").
  • Clearly identify the individual(s) designated by Afiens who will exercise the power.
  • Comply with the formalities of origin: Granted before a Notary Public or competent authority in the client's country.
• International Formalization:
  • Apostille: If the client's country of origin is party to the Hague Convention on Apostille (1961), the Power must be duly apostilled by the competent authority designated by that country to have legal effect in Mexico.
  • Legalization: If the country of origin is not party to the Hague Convention, the Power must follow the consular legalization process (certifications by relevant local authorities, Ministry of Foreign Affairs of the country of origin if applicable, and finally, legalization by the competent Mexican Consulate in the country of origin).
• Receipt and Verification: Afiens receives the original Power document (or a notarized certified copy if local practice and the specific act in Mexico allow) and verifies:
  • Authenticity of the Apostille or Legalizations.
  • Conformity of the content with what was requested (specific and sufficient powers for the entrusted act).
  • Clear identification of the attorney-in-fact designated by Afiens.
  • Compliance with minimum requirements to take effect in Mexico according to applicable legislation. [Note: The intrinsic validity of the Power under the foreign law of origin remains the client's responsibility].

2.3. Execution Phase: Signing Instruction and Disclaimer

• Receipt of Specific Instruction: For each signing act, the client must send Afiens, before the signing:
  • The Final Document to be Signed: In its definitive and exact version, ready for signature.
  • The Instruction and Disclaimer Letter: A document signed by an authorized legal representative of the client, addressed to Afiens, containing, at a minimum:
    • Clear identification of the specific document instructed to be signed.
    • Confirmation that said document is the final version approved by the client.
    • Express statement that the client has reviewed (or has had its own advisors review) the legal and commercial content of the document.
    • 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 proceed with the signing of the specific document.

  Disclaimer Letter Importance: Obtaining this clear, unequivocal letter *before* each signature is fundamental for Afiens' protection.

• Pre-Signing Verification: Afiens verifies that the received document matches the description in the Instruction and Disclaimer Letter.

2.4. Action Phase: Signing the Document

• Act of Signing: The attorney-in-fact designated by Afiens proceeds to sign the specified document, strictly adhering to the powers conferred in the Special Power and the instruction received. The signature will be made clearly indicating action "on behalf of [Client Company Name], as attorney-in-fact".
• Additional Formalities (if applicable): If the specific act requires additional formalities under Mexican law (e.g., signing before a Mexican Notary Public, ratification of signatures, registration in public registries), Afiens will coordinate and execute these steps upon express instruction and coverage of expenses by the client. [Review specific requirements based on the type of document and act].

2.5. Closing Phase: Delivery and Filing

• Delivery of Documentation: Afiens delivers the original signed document and a copy of the corresponding Instruction and Disclaimer Letter for that signature to the client (or their designee), via the agreed-upon means.
• Internal Filing: Afiens maintains a secure and confidential internal record including:
  • Copy of the Special Power (and its Apostille/Legalization).
  • Copy of each Instruction and Disclaimer Letter received.
  • Copy of the document signed on each occasion.

3. Important Considerations

• Regulatory Compliance: The entire process must observe applicable Mexican legislation, including, but not limited to, the applicable Federal and/or local Civil Code, Commercial Code, General Law of Commercial Companies, Notary Law of the corresponding state, and other relevant regulations.
• Costs: Costs associated with granting, internationally formalizing (apostille/legalization) the power, as well as possible notarial expenses in Mexico (ratifications, protocolizations, etc.) and courier expenses, are borne by the client, unless expressly agreed otherwise.
• Power Validity: It is the client's sole responsibility to ensure the Special Power remains valid for the necessary duration and is formally revoked before the relevant authorities when no longer required, notifying Afiens reliably of such revocation.
• Confidentiality: Afiens will maintain the confidentiality of the client's information and documents received within the scope of this service, according to the signed service agreements and applicable legislation on confidentiality and personal data protection.
• Limitation of Liability:

  It is reiterated that Afiens acts strictly as attorney-in-fact for signing, based on the Special Power and the Instruction and Disclaimer Letter. Afiens assumes no responsibility for the content, validity, legality, or business or legal consequences arising from the documents signed under this protocol.

4. Final Notes

• This protocol is a general guide. Specific cases may require minor adjustments or additional steps, always maintaining the principle of limited action to signing and the disclaimer of responsibility for content.
• It is strongly recommended that the client always obtain independent legal advice, both in their home jurisdiction and in Mexico, regarding the content, implications, and legal and commercial consequences of the documents they instruct Afiens to sign. Afiens' service under this protocol does not substitute, nor should it be interpreted as, legal advice.

5. Additional Recommendations

• Clarity in the Power: Emphasizing the critical importance to the client that the Power be *highly specific* (specialísimo) and not general is crucial. A general power could imply unwanted and potentially unlimited responsibilities for Afiens. Wording must be precise about permitted acts and limitations.
• Disclaimer Letter Template: This document is fundamental. It must be clear, unequivocal, and obtained *before* each signature. It is recommended that Afiens prepare and provide a standard template (preferably bilingual Spanish/English) for this letter to facilitate the client's process and ensure it includes all necessary protective language.
• Communication: Maintaining fluid, clear, and documented communication with the client at each stage is vital for the success and security of the process.
• Handling Electronic Documents: [Note: Consider developing an addendum or future section if management of electronic instructions or advanced electronic signatures is anticipated, detailing security requirements, legal validity under Mexican law (e.g., NOM-151-SCFI-2016 for data message conservation), and acceptance by parties and/or authorities].
• AML/KYC Validation: [Note: Depending on the nature of the underlying transaction motivating the document signing, verify if Afiens or the client have obligations under the Federal Law for the Prevention and Identification of Operations with Resources of Illicit Origin (LFPIORP) and its regulations].
• Flexibility: Although standardized, the protocol should allow reasonable flexibility to adapt to urgencies or client particularities, always within the established legal security framework and without compromising the principles of limited action and disclaimer of responsibility.

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