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Mexico company registration for foreign owners

Company Incorporation Guide

Mexico company registration for foreign owners

Applicable country/region: MX - Mexico

Published: Updated:
  • Written by our advisory team
  • Mexico rules and requirements
  • Checked against official sources

Guide overview

From the public deed to the first filings

Mexico company registration means forming a commercial company before a fedatario público and recording it in the Registro Público de Comercio (RPC), the public registry of commerce, which gives it legal personality. The instrument is a deed of incorporation before a notary public (notario público) or a póliza before a corredor público. For a foreign group's operations in Mexico, the company is a subsidiary formed as an S. de R.L. or an S.A., either with variable capital. The process raises these questions, in order. Which form fits, and is foreign ownership limited? Why are foreign documents apostilled and translated? Which conditions are law, which practice, and how do costs build? What does tax registration start, and what follows the deed?

Which legal form fits a foreign-owned subsidiary

COMPANY TYPES

Which legal form fits a foreign-owned subsidiary

Of the legal forms in the General Law of Commercial Companies, a subsidiary uses two, differing in how ownership moves. In a Sociedad de Responsabilidad Limitada de Capital Variable (S. de R.L. de C.V.), a limited liability company, admitting a partner or transferring partes sociales needs consent from partners holding most of the capital. A Sociedad Anónima de Capital Variable (S.A. de C.V.), a stock corporation, has freer share transfers and a mandatory comisario (statutory examiner). Variable capital can rise or fall without amending the bylaws (estatutos sociales). The Foreign Investment Law lets foreign investors hold any proportion of the capital outside business activities it reserves or restricts. Before Mexico company formation, the Secretaría de Economía (SE) authorizes the name.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Mexico SRL Basic Information

Ownership:
Consolidated Ownership
Limited Liability:
Positive
Publicly Participates In Capital Market:
Negative

Mexico SRL Shareholder / Director / Secretary Requirements

Requirements For Shareholders:
At least two
Requirements For Directors:
At least one
Legal Representative Not Mandatory:
Negative
Local Directors Not Mandatory:
Positive
Local Secretaries Not Mandatory:
Positive

Mexico SRL Registered Capital Requirement

Minimum Registered Capital Requirement:
1. There is no minimum requirement, usually 3,000 Mexican pesos.
Capital Injection Not Required:
Positive

REQUIRED DOCUMENTS

Whose identity the formation file has to reach

The owners' file exists because the fedatario must know who stands behind the company. Under the Federal Tax Code, the notary or corredor identifies the beneficial owners (beneficiario controlador). The company keeps that record current. Certifying a company's formation is also a vulnerable activity under the anti-money-laundering law. So the file of a legal-entity shareholder reaches through to the natural persons who own or control it. Public documents issued abroad need an apostille under the Hague Apostille Convention, or legalization. They also need a Spanish translation by a perito traductor. A foreign power of attorney handled this way and protocolized before a Mexican notary public lets an attorney-in-fact sign for an absent owner. That person need not be a lawyer.
Whose identity the formation file has to reach

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Legal Entity Shareholders's Required Documents

Company Bylaw:
Articles of association of the holding company.
Process: ApostilleFormat: Scan Copy
Passport:
The legal person of the holding company as well as the scanned copy of the first page of the passport of shareholders holding more than 25% of the shares; English notarization, as well as Apostille by the Chinese Foreign Ministry and the Consulate General of the Mexico in China/Apostille.
Process: ApostilleFormat: Scan Copy
Power of Attorney:
Power of Attorney (document provided by our company); requires English notarization, as well as Apostille by the Chinese Foreign Ministry and the Consulate General of the Mexico in China/Apostille.
Process: ApostilleFormat: Scan Copy
Proof Of Registration / Business License:
The business license of the holding company requires English notarization, as well as Apostille by the Chinese Foreign Ministry and the Consulate General of the Mexico in China/Apostille.
Process: ApostilleFormat: Scan Copy
Other Documents:
Certificate of incumbency(document provided by our company);English notarization, as well as Apostille by the Chinese Foreign Ministry and the Consulate General of the Mexico in China/Apostille.
Process: ApostilleFormat: Scan Copy

Natural Person Shareholders & Directors's Required Documents

Passport:
Shareholder and director's passport front page scan; English notarization, as well as Apostille by the Chinese Foreign Ministry and the Consulate General of the Mexico in China/Apostille.
Process: ApostilleFormat: Scan Copy
Power of Attorney:
Power of Attorney (document provided by our company). Requires English notarization, as well as Apostille by the Chinese Foreign Ministry and the Consulate General of the Mexico in China/Apostille.
Process: ApostilleFormat: Scan Copy
What Mexico company registration requires by law and in practice

REQUIREMENTS AND ESTIMATED COST

What Mexico company registration requires by law and in practice

Only some of the listed requirements are the legal minimum. The partner condition and the address are law. An S. de R.L. held by one person faces a ground for dissolution. So even a wholly owned subsidiary needs a second partner, which can be another group company. The tax registration needs a fiscal domicile (domicilio fiscal) where the Mexican tax authority can find the company. The resident director and local accountant reflect practice. The legal representative before the tax authority must get an electronic signature in person. Monthly filings also begin immediately. Signing in person is optional. Costs for the fedatario and registry are one-off. Doing business in Mexico adds recurring costs for the address, accounting and someone local.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:
USD 3,400

Requirements

At least two shareholders are required

Registering a Mexico company requires at least two shareholders.
Included: No
Nominee Director: Mexican resident director needed

In practice, at least one director needs to be a Mexican resident. If no Mexican resident serves as a director, you can choose the nominated director service provided by TKEG Expat™ (DE). The product already includes one year of nominated director service.
Included: Yes ×1.00
Other Services: You need to entrust a lawyer to exercise your rights or personally register a company in Mexico.

To register a company in Mexico, it is required for you to either sign in person in Mexico or authorize a lawyer to act on your behalf. If you are unable to be present in Mexico, you can use the lawyer authorization service provided by TKEG Expat™ (DE).
Included: No · Solution availableEstimated Cost: USD 450
Registered Address: Need a Mexican address

To register a company in Mexico, a Mexican address is required. If you do not have a Mexican address, you can choose the address hosting service provided by TKEG Expat™ (DE). This product already includes one year of registered address service.
Included: Yes ×1.00
Accounting: It is necessary to hire an accountant for bookkeeping and tax reporting at the time of company registration.

When registering a company in Mexico, it is required to hire a Mexican accountant at the time of registration to handle the company's accounts. If there is no Mexican accountant available, you can opt for accounting services provided by TKEG Expat™ (DE). This product already includes the first month of accounting services.
Included: Yes ×1.00

Estimated Cost

Estimated Cost:
USD 3,400 – 3,850
Check Eligibility And Calculate Price

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TAX

What the tax registration switches on

Tax compliance depends on the company's legal representative registering it in the Registro Federal de Contribuyentes (RFC). That happens at an office of the Servicio de Administración Tributaria (SAT), the Tax Administration Service. The company's e.firma, an electronic signature, comes next. Without both, the company cannot issue a CFDI, the electronic invoice, or file returns. Monthly duties follow at once: IVA (value-added tax) returns, the DIOT supplier report and electronic accounting. Provisional income-tax (ISR) payments wait until the second fiscal year. The headline rate is not the whole burden. Employees share in profit through the PTU, though new companies are exempt in their first year of operation. Interest on foreign related-party debt above three times equity is not deductible.
What the tax registration switches on

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

Corporate Income Tax (CIT)

General CIT Rate:
30
CIT Return Due Date:
31 March
CIT Payment Due Date:
31 March
CIT Estimated Payment Due Date:
The estimated payment by CIT will be due on the 17th of each month.

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):
0 or 10/0.9/0
Non-Resident Withholding Tax (Dividend/Interest/Royalty):
10/4.9-35/5-35

Value-Added Tax (VAT)

General VAT Rate:
16
Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:
Mexican residents are taxed at 30% of their income. Non-residents are taxed at 25% of their total income or 35% of their net income.

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:
27.63%
Composite Effective Marginal Tax Rate:
20.29%

Conclusion

After the deed: deadlines, staff and the bank

A company with foreign investment registers in the Registro Nacional de Inversiones Extranjeras (RNIE), the National Foreign Investment Registry, within 40 business days of the deed's protocolization. The filing attaches the RFC card with the tax identification number, so tax registration comes first. Later changes of name, activity or fiscal domicile are reported there. The company files an annual income-tax return. A first hire means registering as an employer with the Instituto Mexicano del Seguro Social (IMSS), the Mexican Social Security Institute, and enrolling each worker within five business days. A corporate bank account is a separate approval. The bank identifies the beneficial owners itself. The next step to take: ask the bank for its account-opening file before the deed.

About Mexico
Jurisdiction Overview

About Mexico

Mexico is Latin America’s second-largest economy with USMCA free trade access to the US and Canada, a large skilled manufacturing workforce, and growing nearshoring opportunities across sectors.

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