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.

  • 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 share capital is MXN 3,000 Pesos .

  • 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

    Once all the necessary documentation has been notarised and received the incorporation process takes between two to three weeks.

  • Fees

    Mexico Company Formation – £3800

    Company Administration & Registered Office – £1500

  • 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 on your behalf in order for you to incorporate or complete a business from overseas.

  • Mexico Company Formation 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 Social Security Security 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)
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