Governance
Legal & Corporate Structure
A carefully designed corporate structure that protects investors, enables efficient operations, and ensures regulatory compliance across jurisdictions.
Corporate Structure
Transformational Epicenter Holdings, LLC
Delaware, USA
Parent holding company for all subsidiaries
TE Operations Mexico, S.A. de C.V.
Mexico
Operating entity for Mexican medical facility
TE Real Estate Mexico, S.A. de C.V.
Mexico
Real estate holding through fideicomiso (trust)
US investors → Delaware Holding → Mexican Operating Entities
Regulatory Compliance
Mexican Healthcare Regulations
Working with legal counsel to navigate COFEPRIS requirements and medical facility licensing.
Real Estate (Restricted Zone)
Fideicomiso structure for foreign ownership within restricted coastal zone.
Corporate Structure
Delaware holding company with Mexican operating subsidiaries.
Tax Optimization
Working with international tax advisors on optimal structure.
Employment Law
Compliance with Mexican labor law for all employees.
Investor Rights & Protections
Board Representation
Lead investors receive board seats proportional to ownership
Information Rights
Quarterly financial reporting and annual audited statements
Pro-Rata Rights
Right to participate in future financing rounds
Tag-Along Rights
Participate pro-rata in any sale transaction
Anti-Dilution Protection
Weighted-average anti-dilution for down rounds
Exit Rights
Drag-along provisions for clean exits above threshold
Key Legal Considerations
Ibogaine Legality
Ibogaine is not a controlled substance in Mexico. We operate legally under Mexican law with medical supervision.
Liability Protection
Comprehensive medical malpractice insurance, informed consent protocols, and corporate liability shields.
Investment Documents
Standard venture documentation: subscription agreement, operating agreement, investor rights agreement.
Professional Advisors
We work with experienced legal and financial advisors to ensure proper structure and compliance across all jurisdictions.
US Corporate Counsel
Delaware structure, securities
Mexican Legal Counsel
Healthcare, real estate, labor
Tax Advisors
Cross-border optimization