In Mexico there are different types of commercial entities that can be incorporated. The Sociedad de Responsabilidad Limitada (S.R.L) has fixed capital stock and the Sociedad de Responsabilidad Limitada de Capital Variable (S.A) has a combination of both fixed and variable capital stock.
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 incorporation package include:
There may be additional fees for work the notary has to do in drafting the public deed and other procedures.
The most common company structure 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.
A sociedad de responsabilidad limitada is similar to a limited company in the United Kingdom.
Requirements of a Sociedad de Responsabilidad Limitada:
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 in general carries the following necessary steps:
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.
Only one director is required and there are no restrictions on the nationality or residency of the directors.
Only two shareholders, of any nationality, are required for your company.
All S.R.L's are required to have a Registered Office in Mexico under Mexican tax law. We can provide this service.
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.
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.
After the notary issues a notarial transcript, he usually handles registration with the Public Registry of Commerce (Registro Público de Comercio).
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).
Registration with the Foreign Investment Registry (Registro Nacional de Inversiones Extranjeras), who will need information about the shareholders, domicile and company directors.
The corresponding Chamber of Commerce or Industry for your business. Under Mexican law, every company must belong to one of these chambers.
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.
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 MXN$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 MXN$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.
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.
Unfortunately, ready made companies are not available in Mexico.