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Employment Legal Business EmploymentKnowing the requirements to open a company in Mexico is an attractive alternative for many investors, since it means a gateway to Latin America. In addition to the possibility of access the US and Canadian markets.
Starting and creating your own business can be very tedious and complicated. And more complicated if we take into account that the procedure varies depending on the country.
In this article, you will find everything you need to know to create your company in Mexico.
Before starting to create your company, you must decide What will your representation be like in the company?. You can act like natural person or as a legal entity. You must choose the one that best suits your type of business.
Additionally, you must choose the commercial company option that best suits you to formalize your venture. Companies like UR Global They can advise you so that you make the best decision when choosing between:
In Mexico the most common company is the S.A. of C.V. (Sociedad Anónima de Capital Variable), together with the S.R.L. of C.V. (Variable Capital Limited Liability Company).
The Variable Capital Public Limited Company (S.A. of C.V) has several advantages and that is why it is the model most used in Mexico: Social capital is represented by registered shares, paid in money or in kind. The Company can issue shares of different categories with different rights and obligations. Therefore, it can issue different series or classes of shares for purely capitalist partners. The shares have an established nominal value and confer the same rights to the holders, as long as they belong to the same series or category of shares.
Public limited companies allow shares to be assigned/sold more quickly than in the S.L., since the S.L. regime In Mexico it is not designed so that the social parties can circulate easily. Furthermore, in public limited companies there is the possibility of pledging shares if it is convenient for the company, which facilitates the negotiation of loans with banking entities, which is not possible in limited liability companies. Therefore, it offers greater ease in incorporating additional capital, admitting new partners and, therefore, capital accumulation.
Regarding liability towards third parties and towards the company, it is limited to the amount of their contributions. They are only liable to third parties in the case of malicious acts.
Once these two decisions have been made, we can begin with the steps to take to open a company in Mexico.
In Mexico the Ministry of Economy is he public entity in charge of approving or rejecting the corporate names proposed for the creation of new companies. To request it, you must go to a public notary. This will request the name with which you want your company to be registered in Mexico.
If you have an electronic signature, you can make the request in person on the S.E. portal. and name the notary with whom you will sign it.
You must take into account the possibility that the first name you propose will not be accepted, because that name is already registered. It is for this reason that it is recommended that you request between 3 and 5 different denominations.
In Mexican companies, the presence of at least two partners is necessary, who can be natural or legal persons; national or foreign. For example, a company can be established in which one of the partners, a legal entity, owns 99% of the shares and the other partner, a natural person, the remaining 1%.
The Administrator of the company may be a foreign natural person, but in order to exercise Any type of power in Mexico is necessary to have the Mexican residence card issued by the National Immigration Institute.
If the sole Administrator does not have it, it is advisable to study the possibility of processing it.
Below is a brief summary of the powers that can be granted and the powers they confer:
– Lawsuits and collections. They are granted to represent society before different bodies, especially governmental ones. Carry out procedures, request licenses, permits, etc.
– Powers of administration. They are those that allow contracts to be signed in the name of the company (lease, provision of services, work, etc.).
– Powers for acts of ownership: These are those that authorize the sale or transfer of assets of the company.
– Power to grant and subscribe credit titles. With this power, powers are granted so that the agent can open bank accounts, sign checks and other credit instruments.
-Power of substitution: Allows the agent to delegate to another person the same powers with which he is vested.
There is no legal minimum in Mexico to establish the company, but historically, in the case of Public Limited Companies, an amount of 50 thousand pesos has been used.
The articles of incorporation It is a mandatory and necessary document to open a company in Mexico. This document will regulate everything related to the legal part of the business, that is to say, name, objectives, structure, organization, capital, representatives, etc. It also defines the way it will work.
To prepare these documents, legal advice from lawyers in Mexico will be necessary. And, once prepared, they will be signed by the members of the company and must be notarized.
You can get the Federal Taxpayer Registry (RFC), the company’s tax identification card in the offices of the Tax Administration Service (SAT) of the town where the company was established and also, the FIEL (Electronic Signature) necessary for the daily operations of the company.
Only if you are a simplified joint stock company (S.A.S.) should you go to the Ministry of Economy portal.
It is the Notary itself where the company that is in charge of sending the shipment to the Public Registry of Property and Commerce (RPPC) of the constitutive act. Once the period imposed by said government body has elapsed, the minutes with the commercial folio will be available.
In this step you must pay the registration fees. These costs vary depending on the state where the company is going to open in Mexico.
Regardless of the number of workers, It will be mandatory to go to the IMSS to request registration (called Employer Registry). Thus, if there are future employees, they can make personal contributions.
It is an in-person procedure with the exception of the S.A.S., where the procedure can be done on the S.E. portal itself.
Finally, you must register the company in other common organizations depending on the type of company. For example:
This step also includes the application for municipal or state permits for the geographical area in which the company will be established.
In case of foreign participation, Mexican law establishes that companies must register in the registry of the National Registry of Foreign Investments (RNIE).
If you are a company with very high capital, you must provide annual financial reports to the RNIE.
The registry of importers is used to import goods to Mexico as a natural or legal person, according to your business. Depending on the product to be imported, you will only have to register in the general registry of Importers, or obtain the registry of one or some specific sectors.
Although there are some steps that can be taken individually, opening a business and leaving it 100% operational to invoice clients, hire staff, import and collect from your bank account It requires a series of procedures in which you need the advice of a specialized team like UR Global. ¡Contact us and we will give you the support you need to undertake in international markets!
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