SCJN Clarifies Requirements for Lifting the Corporate Veil
On February 14, 2025, the First Chamber of the Supreme Court of Justice of the Nation (SCJN) issued a fundamental criterion regarding the lifting of the corporate veil, establishing with greater clarity the requirements that courts must follow for its application.
What does this new criterion establish?
In Amparo en Revisión 266/2023, the SCJN reiterated that the lifting of the corporate veil is an exceptional measure that only proceeds when it is demonstrated that a commercial company has been used for the purpose of defrauding third parties or the law.
This new criterion is relevant because:
- It provides greater clarity on the evidentiary standard to be followed by the courts.
- It avoids discretionary decisions by establishing specific parameters for its application.
- It protects legal certainty by requiring sufficient evidence before disregarding the legal personality of a company.
Requirements for lifting the corporate veil
The SCJN emphasized that the existence of debts, contractual defaults or the corporate structure is not enough. In order to apply this figure, it is necessary to prove that the company:
- It was created or used with the specific intent to defraud third parties or the law.
- It was used as a mechanism of simulation, abuse of rights or fraud to avoid responsibility.
- It is in a legal relationship where its use distorts the principle of good faith.
In addition, the ruling establishes that the lifting of the corporate veil must not be based solely on objective elements, such as the incorporation of the company or its structure, but that subjective elements that demonstrate fraudulent intent must be proven.
Implications for business and corporate litigation
- Greater legal certainty: With clearer guidelines, companies can more accurately anticipate the risks associated with legal personality disputes.
- Better defense in commercial lawsuits: This criterion reinforces the importance of having solid evidence when litigating corporate veil abuse.
- Impact on corporate compliance: It is essential that companies strengthen their documentation and structure to avoid questions about their equity autonomy.
Conclusion
The new criteria of the SCJN does not tighten the application of the lifting of the corporate veil, but rather provides greater certainty regarding its application and the necessary evidentiary requirements. This precision will reduce the discretion of the courts and will reinforce the legal certainty of corporations and their partners.
If your company faces litigation where this criterion may apply, it is advisable to analyze its impact and defense strategies with experts in corporate law.
