How to incorporate a Limited Company / Sociedad Anónima (SA) in Mexico
A Sociedad Anónima (SA) is the most popular form of business organisation for foreign investors in Mexico. After you have submitted the company name of your SA to us, we will check the availability of your proposed company name and reserve it with the Registration Office free of charge. You can carry out a free name check now using our Company Name Check service. A Mexican company name must be unique and approved by the registry prior to incorporation. The company name may be in English, provided it is accompanied with the corresponding Spanish translation. The suffix Sociedad Anonima or S.A. must be included with the purpose of identifying the nature of the business entity.
We prepare your Articles of Incorporation including the Company Statutes that spell out the company’s 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 the share 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; the notary will issue a Notarial Transcript and will usually manage the registration with the Public Registry of Commerce (Registro Público de Comercio).
The incorporation process usually takes three weeks.
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).
If your company is engaged in foreign trade, such as importing raw materials, components or finished products, you will need to register with the Importer’s Registry (Padrón de Importadores) at Hacienda and takes approximately two weeks.
Finally, if the beneficial owners are not residents in Mexico, you will need to register with the Foreign Investment Registry (Registro Nacional de Inversiones Extranjeras), who will need information about the shareholders, domicile and company directors.
Formacompany has over 20 years’ experience forming companies in Mexico and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.
What you need to incorporate a Limited Company/ SA in Mexico
To begin incorporation of your Mexican SA we will require the following:
- Your company name
- The full name, date of birth, address and nationality of all directors
- The full name and address of all shareholders
Documents you are required to provide:
- Proof of identity (passport, national identity card, photographic driving licence).
- Proof of residential address (gas/electricity bill or credit/debit card bank statement dated within the last three months)
- All Mexican SAs must have a registered office where official correspondence is sent, this may be a commercial or residential address and it is normally the main place of business of the company. If you do not have an available office in Mexico we can arrange one for you as part of our Corporate Administration Package.
The highest authority of a Mexican SA 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, but if two or more administrators are appointed an Administrative Board will exist, which may include a President and Counsellors if necessary. Managers will have inherent responsibilities and obligations imposed by corporate laws and bylaws.
The supervision of a corporation will be managed by one or several temporary and revocable delegates, who may or may not be associates.
The rights and obligations of the delegates: to demand from the administrators’ monthly information which includes at least a financial statement and balance sheet, to examine the documentation, operations, and records, and to prepare on an annual basis a report to the general shareholders assembly on the overall status of the information presented by the Administration Board. If there are found to be any omissions by the managers then it is the delegates’ responsibility to call for a special assembly. The delegates will be individually responsible for the fulfilment of the obligations imposed by corporate laws and bylaws impose.
The delegates will be responsible for the arrangements concerning the duration of their position, obligations of granting guarantees, the granting of powers, and responsibilities of the functions imposed by Administrators.
Shares and Share Capital Requirements
- A Sociedad Anónima must have at least two of shareholders.
- Under Mexican Law, your company will have to enter a pro forma 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.
- The minimum fixed capital needed to establish a Sociedad Anónima is $50,000 pesos.
- 20% of share capital must be paid at the time of incorporation
- For the option of variable capital, an SA can be established with both fixed and variable portions of capital as long as the total never falls below $50,000 pesos.
- The shares which represent the capital stock of the company are freely transferable
Ready Made Companies
- Shelf companies are not available in Mexico.
What it costs to set up a Limited Company/ SA in Mexico
Setting up a Mexican SA will cost £3800; this includes all duties, taxes and professional fees and registration with the following agencies:
- 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)
Additional services are available as part of our Corporate Administration Package.
What you receive after setting up your new business
- Original Certificate of Incorporation
- Original share certificates
- Original government receipt as evidence of payment of annual company registration and license fees
Important Information about Incorporating a Limited Company/ SA in Mexico
- The Corporations constitution will be a public document
- Only one director is required and there are no restrictions on nationality or residency.
- Only two shareholders are required and there are no restrictions on nationality or residency, at least one share of stock should be purchased by each shareholder
- The general shareholders assembly is the supreme authority of the organisation. The assembly is responsible for the debate and ratification of all acts, operations, and resolutions. The chairperson, administrator, or administration board will fulfil the wishes of the assembly.
- The stocks will have equal value and will confer equal right s - Each stock gives the right to one vote in the decisions made by the assembly
- The distribution of profits and capital will be made in proportion to the value of each stock
- The assemblies will meet at least once a year, within four months following the end of the reporting period, and will address the following matters:
- Approve/modify the annual report of administrators and delegates
- Elect an administrator or administration board and delegates
- The current situation of the company including the policies followed and details of any existing projects
- The statement and explanation of the principal policies, information, and criteria followed in the making of financial decisions
- A statement showing the current financial situation
- A statement that explaining and classifying the results of the corporation during the period
- A statement showing the changes in the financial situation