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Setting Up A Business: Incorporating
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Steps For Incorporation Similar steps are taken for other corporate forms. To establish a Sociedad Anónima or a Limited Liability Company (the two most common corporate forms), the steps will be the following:
File for an Incorporation Permit for the company under a proposed name before the Ministry of Foreign Affairs. This authorization will take around two to three working days. Incorporate the company before a notary public or commercial broker. The company's initial capital contributions must be paid in full if it is paid in kind, or if in cash it can be partially paid at a minimum of 20%. In the case of the SRL, the initial paid amount is 50%. The company must issue registered share certificates, and the shareholders must be registered in the Company Stock Registry Book. Shares certificates are not necessary in SRLs. Concurrent with the incorporation, the shareholders/partners must hold a General Ordinary Shareholder's/Partner's Meeting resolving on: (i) the structure of the capital stock; (ii) acknowledgment that the fiscal year will run together with the calendar year except for the first year which will be irregular; (iii) appoint a Sole Administrator or a Board of Directors; (iv) appoint at least one "Examiner" (statutory auditor) to monitor the company's administration on behalf of the shareholders (In the case of the SRL there is no requirement for an examiner); and (v) appoint a General Manager, and any other officers or agents. The Sole Administrator or Members of the Board of Directors of the company may be foreigners and the Board of Director's meetings may be held in or outside Mexico. If the Sole Administrator or Directors are not Mexican citizens and will be acting in Mexico, they need a migratory permit. The Examiner (in the case of a sociedad anónima) usually is an accountant from an accounting firm who regularly audits the company. Also, an alternate Examiner should be appointed because this position cannot be delegated at will.
Time FramesBesides obtaining prior approval from the Foreign Investments Authorities (if necessary), the incorporation date of the company is dependent upon: 1) drafting of the by-laws to be used for the company; 2) execution and formalization of the special powers of attorney to incorporate the new company (if any); 3) the approval of the corporate name by the Ministry of Foreign Relations; and 4) an appointment date from the notary public or commercial broker for signing the incorporation deed. This text was provided by Santistevan Abogados S.C. Return to top |
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Business in Mexico: Types of Companies in Mexico
The Ley General de Sociedades Mercantiles (Corporate Law) recognizes as business entities the general partnership (sociedad de nombre colectivo), the limited liability partnership (sociedad en comandita simple), the limited liability company (sociedad de responsabilidad limitada), the stock corporation (sociedad anónima), the limited liability stock partnership (sociedad en comandita por acciones), and the cooperative (sociedad cooperativa). The LGSM regulates the operations of the above-mentioned companies, except for the cooperative which, due to its nature, is governed by a special law.
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| | Invest in Mexico: Neutral Investment
Neutral investment is a mechanism through which foreign investment can participate in certain reserved or specially regulated activities.
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The LIE defines neutral investment as investment in Mexican companies or in authorized trusts that will not be taken into consideration for determining the percentage of foreign investment in the capital stock of Mexican companies.
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| | Economic Activities in Mexico Subject to Restriction
As a general rule, there are no legal restrictions on foreign individuals and entities engaging in economic activities in Mexico, either directly or as partners or shareholders in Mexican companies.
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However, the LIE (Ley de Inversión Extranjera or Foreign Investment Law) specifies certain activities in which foreign investment is not allowed and others in which it is limited.
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Here we will discuss the activities that are reserved or subject to a specific regulation. We will also refer to the concept, regulation, and scope of neutral investment, a mechanism through which foreign investment can participate in certain reserved or specially regulated activities.
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| Canadian Chamber of Commerce in Mexico
The Canadian Chamber of Commerce in Mexico (CCCM) is a non-profit organization founded in 1982 by a prominent group of Canadian and Mexican companies. The mission of the CCCM is to promote and strengthen the commercial, financial and investment relationships between Canada and Mexico. The primary aim of the CCCM is to serve as a home for Canadian businesspersons in Mexico.
| | British Chamber of Commerce in Mexico
The BritCham represents not only British business interests but other European chambers of commerce as well, and is the perfect connection when it comes to facilitating business in Mexico. Their extensive network is also the best way to get into contact with other British and European nationals living, working and doing business in the country. Below we've presented an introduction and information on how to get in touch with the BritCham.
| | Business Practices in Mexico: The Basics
Are you conducting business in Mexico? Are you aware of the most significant cultural differences? Refer to this page for a quick education in Mexican dress code, negotiations and business lunches.
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