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Mexico Company formation

The biggest challenge you face when moving to Mexico and setting up a business there is adapting to the cultural differences and the government regulations. The disparity in the ways in which the 31 states govern may also be problematic as each one is run differently. It is important to learn Spanish as well, in order to fully engage with those you are dealing with.

It is advisable to contact a Notario Publico, who is a first licensed lawyer in Mexico. A Notario Publico is appointed by the state, but is a reliable point of contact if you are considering setting up a business and moving permanently, as part of their role is to ensure the legality of the contract they are undertaking. It is now easier for those looking to start a business in Mexico to do so since the North American Free Trade Agreement was implemented in 1994. The Mexican governments have come to realise the importance of foreign investment, and in 1993, Mexico passed the Foreign Investment Law (FIL), which aimed to make it easier for foreign investors to become land owners.

The lawyer will generally look over the terms and conditions in both Spanish and English. It is wise however to consult a Mexican attorney and obtain title insurance as a precaution.

Registration in Mexico is a 9-step process, which is as follows:

• Obtain authorisation to use the company name from the Ministry of Foreign Affairs (Secretar a de Rellaciones Exteriores). This will take 2 days and cost 640 MXN.
• Sign the incorporation deed before a notary public and obtain a tax registration number. This is a 2 day process and costs 9000 MXN.
• Register the deed in the Public Register of Commerce. This takes 17 days and costs 1402 MXN.
• Obtain the tax ID number by registering with the Ministry of Finance and Credit (Secretara de Hacienda y Credito Publico). This takes 1 to 3 days.
• Register with Mexican Social Security Institute (IMSS), and open individual retirement savings accounts for employees. This takes 2-5 days.
• Register for payroll tax with the local tax administration (Secretara de Finanzas del Gobierno del Distrito Federal). This takes one day.
• After receiving the tax registration number, advise the local government of the opening of a mercantile establishment. This takes 1 day.
• Register with National Business Information Registry (Sistema de Informacion Empresarial). The cost varies dependant on the number of employees and the company activities as detailed below -
• File notice with National Institute of Statistics, Geography and Information

Commercial/services:

• Up to 2 employees: 100 MXN
• 3 employees: 300 MXN
• 4 or more: approx 650 MXN

Industrial:

• Up to 2 employees: 150 MXN
• 3-5: 350 MXN
• 6 or more: approx 700 MXN

Common Types of Companies in Mexico

Limited Liability Stock Corporation (Sociedad Annima, S.A.)

A sociedad annima must have at least two share holders. A fixed capital of $50,000.00 pesos is required to set up an S.A. For the option of variable capital, an S.A. de C.V. (capital variable) can be established with both fixed and variable portions of capital, as long as the total is never less than $50,000.00 pesos.

Limited Liability Company (Sociedad de Responsabilidad Limitada, S.R.L.)

A sociedad de responsabilidad limitada is similar to a closed corporation in the United States. The minimum capital is only $3,000.00 pesos, but the company can only have up to a maximum of 50 partners.

Civil Enterprise (Sociedad Civil, S.C.)

Lawyers and accountants tend to use this company structure, which has no minimum capital requirements. There are no limits on the number of partners in a sociedad civil, but each person remains jointly personally liable for any debts incurred.

Branch (Sucursal)

A U.S. company may open a branch in Mexico with the approval of the National Commission of Foreign Investment (Comision Nacional de Inversiones Extranjeras, CNIE) and the Secretariat of Foreign Affairs (Secretaria de Relaciones Exteriores, SRE). It must also be registered with the Public Registry of Commerce (Registro Publico de Comercio).

Subsidiary (Subsidiario)

Unlike a branch, a subsidiario is a separate legal body from its parent company. By setting up a Mexican subsidiary, the parent company is protected from liability.

The S.A is the most common form used by foreign investors. It is established under the authority of the law, and it has particular rights and responsibilities. It has a capital stock and this is divided into shares. The stockholders are only legally responsible for their own contributions. An S.A is made up of stockholders, (shareholders), whose only legal obligation is the payment of their stocks, (shares). Every partner in an S.A should buy one share of stock.

However, some foreign investors prefer the S.A de C.V. Unlike the S.A, the maximum capital amount is not fixed, and while any increase or decrease in capital must be noted down in the official public document (incorporation) in the case of the S.A, the S.A de C.V has an unlimited variable capital and it is not required to amend the public document or by-laws of the company with increases or decreases in capital.

Procedures for establishing a business

Any commercial corporation has to be registered in the Public Registry of Commerce, (Registro Publico de Comercio). Through public documents and the use of a notary public, the lawyer will inform the associates of the requirements and fulfill the necessary procedures, offering total legal assurance to the associates of the corporation.

The corporation will be registered, and thus a "record" will be established which will log any actions or activities of the company.

It is advisable for companies to keep the following accounting books and records:

• Daily Book
• Ledger
• Book of Assembly Minutes of Shareholders
• Shareholders Record of the Corporation
• Book of Capital Increases and Decreases, (in the case of a Variable Capital)
• An annual financial report must be produced, which should contain the following:
• Financial Statement at the End of the Period
• Balance Sheet
• Statement of Income
• Statement of Changes in Financial Position
• Statement of Changes in Stockholders' Equity
• Notes of the Financial Statements

Some areas which previously had been reserved to government ownership, especially in the infrastructure sectors, are now being opened to private investment. Also, certain areas such as financial services which had been reserved for Mexican investors are now available to foreign investors as well.

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