Mexico Company Formation

Mexico Sociedad de Responsabilidad Limitada (S.R.L) Company Formation

The Mexican Sociedad de Responsabilidad Limitada (S.R.L) is the most commonly incorporate company type, it is similar to a Limited Liability Company in the UK or a GmbH in Germany.

It is a separate legal entity with limited liability for Shareholders and Directors . The main advantage to incorporating a Sociedad de Responsabilidad Limitada over a Sociedad Anonima, is that it only requires 3,000 Mexican pesos in Share Capital compared to 50,000 Mexican pesos for a Sociedad Anonima. We can incorporate either company type.

Sociedad Anónima (S.A.)and (S.A. de C. V.)

A limited liability stock corporation may adopt the form of a fixed capital company (S.A.) or that of a variable capital company (S.A. de C. V.). The principal difference between the two is that the latter may increase or decrease its capital within the limits established in the bylaws by a Shareholders’ Meeting resolution without the need to fulfil the formalities applicable to the S.A.

Key characteristics of both types of companies:

Must have at least two shareholders and not a minimum capital is required any longer. Must appoint a statutory examiner who is a third party who supervises the operations of the company and represents the interests of the shareholders. The shares which represent the capital stock of the company are freely transferable and can be traded publicly, after the corresponding filings have taken place.

Sociedad de Responsabilidad Limitada (S. de R.L.)  –

Recently, this form of Limited Liability Corporation or Limited Partnership has become popular among foreign companies.

The partners’ liability is limited to their partnership interest or contributions in the company and the directors will be fully liable for the loyal and diligent administration of the company. It must have at least two partners. There is no requirement to appoint a statutory examiner.

This is maybe the best form of entity you could incorporate due to fiscal and exceptions available for your requirements.

Company Name

Company names must be unique and prior approved by the Registration Office. The name may be in English provided it is accompanied by a Spanish translation. The company name must end with the suffix Sociedad de Responsabilidad Limitada. We are able to check whether your proposed company name is acceptable with the registry.

Registered Office

All companies must have a registered office in Mexico where company documents may be legally served. We can provide your company with a registered office.

Share Capital

The minimum authorised capital has been eliminated,  it is up to the shareholders to decide the amount to be allocated to incorporate the new entity.

With the new corporate reforms in Mexico the last year,  it is possible to have only one Shareholder  in the incorporation of a Mexican company, if  the annual sales does not exceed MX$5 Million pesos and only individuals can incorporate this type of entity, not corporations.

There are also more restrictions to deduct income and foreigners need to request for permits before the foreign investment committee.

Directors

Only one director is required to incorporate a S.R.L in Mexico. There are no restrictions on the nationality or residency of the directors.

Shareholders

A minimum of two shareholders is required in order to incorporate a Mexican S.R.L . An annual general shareholder meeting is required and must be held within four months following the end of the financial year. Shareholders may be of any nationality and can reside anywhere in the world.

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.

Filing Requirements

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). We can assist with tax registration

Companies are required to prepare and file annual audited financial statements.

Timescale

2-3 months to incorporate your Mexican company.

Mexico Company Formation Fees

We offer an all inclusive Mexico Company Incorporation Service

Your company will be incorporated using your chosen name and we will ensure that the procedure is as simple as possible.

The whole incorporation process can be completed online and we will administer the preparation and filing of all registration forms on your behalf.

Proof of Identity

As part of our due diligence we require proof of identity in the form of a passport copy for all directors and shareholders of the company.

Travel

There is no requirement to visit Mexico in order to incorporate an S.R.L company. However, we will need to be granted Power of Attorney to act on your behalf.

Mexico Company Formation Process

1.- Power of Attorney will be required in order to act on your behalf , you will be  provided  with the draft

2.- If a subsidiary is being opened a resolution at a Shareholders Meeting  must be duly signed by majority of the shareholders (51%).  This needs to expressly mention that a Mexican entity will be incorporated in the Territory of Mexico.

We will also need to see  the Balance Sheet, Profit and Loss Account for the  last 3  years of the holding company. As well as the appointing of the Board of Directors or Supervision Board for this Mexican entity.

If available, also an estimate of the authorized capital allocated to incorporate the entity.

3.- Identification and address of all the Shareholders (Passports’ all pages)

All the documents shall be translated into Spanish and duly Legalized or Apostilled