Mexico Company Formations - SRL / SA Company

In Mexico there are different types of commercial entities that can be incorporated. The Sociedad de Responsabilidad Limitada has fixed capital stock and the Sociedad de Responsabilidad Limitada de Capital Variable has a combination of both fixed and variable capital stock.

Mexico Company Incorporation

In order to incorporate a company in Mexico the incorporation documents are signed in a deed before a notary public it is a requirement that the partners and/or its legal representatives attend the notary public office in Mexico. If the partners are unable to attend it is possible to grant a power of attorney and instruct this person to sign in representation of the partner.

Our services include:

  • Reserving your Company Name
  • Incorporation fees including notarial work
  • Obtain the authorisation of company name from the Ministry of Economy
  • Register the Deed in the Public Register of Commerce
  • Register with the Mexican Social Security Institute
  • Register with the local Tax administration for payroll tax
  • Notice of opening a mercantile establishment before local government
  • Register with the Registro Público de Comercio
  • File a notice with the national institute of statistics, geography and information (Instituto National de Estadistica, Geografia e Informática)
  • Certificate of Incorporation
  • Issue of shares and production of Share Certificates
  • All documents and certificates supplied in a professional folder
  • Delivery of documents by FedEx / DHL courier

There may be additional fees for work the notary has to do in drafting the public deed and other procedures.

Mexico Company Registration

The most common company form chosen by foreign investors in Mexico is the Sociedad de Responsabilidad Limitada, S.R.L. (Limited Liability Company).

A Sociedad de Responsabilidad Limitada is the preferred company type due to lower share capital requirements, incorporation fees and timescale compared to other company formations possible in Mexico.

Limited Liability Company - Sociedad de Responsabilidad Limitada, S.R.L.

A sociedad de responsabilidad limitada is similar to a limited company in the United Kingdom.

Requirements of a Sociedad de Responsabilidad Limitada:

  • The minimum capital is only $3,000.00 pesos - 50% must be paid at the time of incorporation
  • Minimum of 2 shareholders required, maximum of 50
  • only one director, of any nationality, is necessary for your company
  • A Registered Office is a requirement under Mexican taxlaw. We can provide this service
  • The shares in the company must not be freely transferable and cannot be traded publicly

Although it is not mandatory we highly recommend using our service of local legal representative of the company, in order to simplify the process of registration and avoid having to visit government offices for bureaucratic procedures.

The Incorporation Process

The incorporation process in general carries the following necessary steps:

  • Obtain the authorization of using the company name from the Ministry of Foreign Affairs (Secretaría de Relaciones Exteriores)
  • Sign the deed of incorporation before a notary public and obtain tax registration number
  • Register the deed in the Public Register of Commerce
  • Register at the Ministry of Finance and Credit, Servicio de Administración Tributaria (SAT), to obtain the tax ID number : Registro Federal de Contribuyentes "RFC“
  • Register with the Mexican Mexican Social Security Security Institute Institute (IMSS)
  • Register with the local tax administration (Secretaría de Finanzas del Gobierno de Nuevo Leon) for payroll tax
  • Notice of opening a mercantile establishment before local government
  • Register with the National Business Information Registry (Sistema de Information Empresarial, SIEM)

Company Name

You will need to select a company name which we will reserve for you at the Registration Office, they will check that no identical name or one that might lend to confusion is already registered.

Proforma Agreement

Under Mexican Law, your company will have to enter a proforma agreement, whereby any non-Mexican shareholder shall be deemed to agree to be bound by Mexican laws and not invoke the diplomatic protection of his government.

Company Statutes

We prepare these documents that spell out corporate governance, corporate purpose, duration of existence, domicile, capital stock provisions, management powers and special provisions for liquidation.

In addition, you will need to decide how much capital will be subscribed, how the Board of Directors and officers will be appointed and what powers will be specifically granted to individuals.

The statutes must be taken along with the permit from the Registration Office to a notary (notario publico) to formalise the incorporation and takes around 3 weeks.

Commercial Register

After the notary issues a notarial transcript, he usually handles registration with the Public Registry of Commerce (Registro Público de Comercio).

Tax Registration

Immediately after incorporation, you must register the company with the Federal Taxpayer’s Registry (Registro Federal de Contribuyentes, RFC) at the Secretariat of Finance and Public Credit (Secretaría de Hacienda y Crédito Público, Hacienda).

Foreign Investment Register

Registration with the Foreign Investment Registry (Registro Nacional de Inversiones Extranjeras), who will need information about the shareholders, domicile and company directors.

Additional Required Registrations

The corresponding Chamber of Commerce or Industry for your business. Under Mexican law, every company must belong to one of these chambers.

  • Mexican Institute of Social Security (Instituto Mexicano del Seguro Social, IMSS)
  • Employee Housing Institute (Instituto Nacional del Fondo de la Vivienda para los Trabajadores INFONAVIT)
  • Retirement Insurance Fund (Sistema de Ahorro para el Retiro, SAR)
  • National Institute of Statistics, Geography and Information (Instituto Nacional de Estadística, Geografía e Infomática, INEGI)

Corporate Administration

The highest authority of this Corporation is the General Shareholders Assembly. The administration will be managed by one or several temporary and revocable executives, who may or may not be partners. If only one administrator is chosen, he will be designated as the General Manager, if two or more administrators are appointed an Administrative Board will exist, which may include a President and Counselors if necessary.

Limited Liability Stock Corporation - Sociedad Anónima - S.A

We can also assist with the incorporation of an Sociedad Anónima. A Sociedad Anónima must have at least two shareholders. The minimum fixed capital needed to establish a Sociedad Anónima is $50,000 pesos.

For the option of variable capital, an S.A. de C.V. can be established with both fixed and variable portions of capital as long as the total never falls below $50,000 pesos.

We suggest incorporating a Sociedad de Responsabilidad Limitada, S.R.L. over a Sociedad Anónima due to the high incorporation costs, share capital and timescale for incorporation.

Sociedad Anonima de Capital Variable - S.A. de C.V. - Variable Capital Corporation

The maximum capital amount for a S.A. is fixed and specified in the articles of incorporation. Any subsequent increase or capital decrease requires modification of the public document or bylaws.

The public document and bylaws of a S.A. de C.V. show minimal capital and variable capital amounts that exceed the minimal capital. The variable capital can be unlimited, and with increases and decreases in capital it is not necessary to modify the public document or bylaws of the organisation. For this reason foreign investors, particularly those who possess their own subsidiaries, use the S.A. de C.V. figure instead of the S.A..

Mexico Ready Made Company

Unfortunately, ready made companies are not available in Mexico.

Ask System Day
only required if you wish us to call you back
Mexico fees to Incorporate
  • Time - 2 to 3 weeks to incorporate your Mexican company
  • Company Formation - £3800
  • Registered Office Fee - £1500
Mexico Advantages
  • Directors - only one director, of any nationality, is necessary for your company
  • Shareholders -  two shareholders, of any nationality, are required
  • Share Capital - the share capital requirement is only €3,080
  • Registered Office - your company requires a registered office in Mexico, which we can provide
  • Support - using our 20 years experience we guide you throughout every step of the company formation process