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Legal structures in Mexico play a key role in facilitating the dynamic growth of the country, which stands as the second largest economy in Latin America and is experiencing remarkable expansion. Despite a brief slowdown in growth in 2018, attributable primarily to the aftermath of the September 2017 seismic events that profoundly impacted both the economy and the capital’s infrastructure, Mexico remains firmly positioned as one of the most influential global economies. Projections suggest that by 2050, Mexico will rise to the ranks of the world’s seventh largest power.
Among the most popular legal structures in Mexico are the Sociedad Anónima (S.A), the Sociedad Anónima de Capital Variable (SA de CV) and the Sociedad de Responsabilidad Limitada (S de RL). Understanding the complexities of these legal structures in Mexico is paramount for entrepreneurs looking to capitalize on Mexico’s burgeoning economic landscape. Whether opting for the flexibility of an SA de CV or the liability protection offered by an S de RL, our experience in Mexican company formation allows companies to navigate the regulatory framework with confidence and clarity, ensuring seamless integration into Mexico’s vibrant entrepreneurial ecosystem.
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In recent years, a number of highly competitive industries have flourished and have rendered the Mexican market a far more varied, dynamic and interesting platform for foreign investment than ever before.
One new market that has experienced particular success in recent years is the emergence of new markets such as the production of medical equipment and devices. As of 2016, this industry is valued by ProMexico, the governmental agency responsible for encouraging foreign investment, at over USD$13 billion.
This same report highlights savings of over 20% when compared to fabrication in the US. This industry, as typifies all emerging industries in Mexico, is driven by an incredibly well educated, and economically accessible workforce. This ‘Holy Trio’ of innovative industries, cheap fabrication costs and a qualified workforce can be applied to any of the countless emerging industries and has been the crucial distinguishing factor between Mexico and other emerging economies.
The most straightforward way to tap into the goldmine of opportunities that exist is to incorporate a Mexican company directly into the local market. The following article will focus on the 3 most common and most important types of companies/legal entities that can be formed in Mexico.
It is also worth noting that there are two more categories:
- SAPI: Sociedad Anónima Promotora de Inversión (Stock Corporation for Investment Promotion)
- SOFOM: Sociedad Financiera de Objeto Múltiple (Multi Purpose Financial Company)>
REMEMBER: These final two corporate structures focus on companies looking to enter the Mexican Stock Exchange (Bolsa Mexicana de Valores, also referred to as the MexBol or the BMV). For this reason this article will not go into detail on these structures. If you have any queries regarding these company types, do not hesitate to get in touch with our team.
3 Types of Legal Structures in Mexico
Mexico has 3 types of legal structures from which you can choose. Here you can see what they are and what specifications and benefits they have:
- S.A de C.V. – Sociedad Anónima de Capital Variable (Stock Corporation).
- S de R.L. de C.V.- Sociedad de Responsabilidad Limitada de Capital Variable (LLC- Limited Liability Company).
- SAS- Sociedad por Acciones Simplificada (Simplified Shares Company).
1. S.A de C.V. – Sociedad Anónima de Capital Variable (Stock Corporation)
The key facts for the Stock Corporation and most popular legal structure in Mexico are:
- The company is formed and the company ‘value’ split into shares which are normally protected through the use of creditors.
- Stock Corporations have no limits on the number of shareholders that can invest in the company. This means that raising the necessary capital (MXN$50,000 – approximately USD$2,700) is very achievable for new companies as an unlimited number of people can contribute.
- Although this structure includes certain bureaucratic and administrative burdens, it is undoubtedly the structure that has the largest potential for growth and profit.
2. S de R.L. de C.V.- Sociedad de Responsabilidad Limitada de Capital Variable (LLC- Limited Liability Company)
The second most popular type of legal structures in Mexico is the Limited Liability Company. It is also based on shares and has the following distinguishing features:
- An LLC is very accessible for SMEs with an initial deposit to form the company of just MXN$3,000 (approximately USD$160).
- Another advantage is that taxes are paid through individual members’ tax return, rather than as a collective company.
- Individuals can enjoy significant protection of their assets, and are only ‘responsible’ for their own shares in the company, as suggested by the name.
3. SAS- Sociedad por Acciones Simplificada (Simplified Shares Company)
The third major legal structure in Mexico is the SAS, which is mirrored in other Latin America jurisdictions such as Argentina and Colombia. It is a relatively new concept that was announced in 2016 as part of the reforms to the General Law of Commercial Companies. The advantage of this structure is clear and stems from the very reason that this structure was introduced. Mexico is making significant steps to open up their market for foreign investment, and have made many reforms to different pieces of commercial legislation to simplify and encourage foreign operations. The SAS is a perfect example of this.
Some key characteristics of the Mexican SAS include:
- A relatively cheap, fast and simple formation process and corporate structure, and is ideal for SMEs looking for an easy route-to-market.
- One potential problem involved with this corporate structure is the fact that there is an annual maximum permissible profit of MXN$5,000,000 (approximately USD$265,000). For this reason, the SAS is preferred amongst SMEs as opposed to multinationals looking to expand operations.
Don’t Forget: It is possible to adjust your legal entity to have a new corporate structure if your company reaches a point where it is making profits exceeding this limit of MXN$5,000,000.
Your specific business objectives and requirements will impact on the ideal corporate structure for your company. Before jumping in and incorporating a type of legal structure in Mexico, it is best to consult with local experts who can guide you towards the best type of legal structure based on your Mexican operations.
Our recommendation: The SAS – Simplified Shares Company offers simplicity and speed in incorporation, with minimal capital requirements and a quick formation process. Additionally, the SAS structure provides flexibility in ownership, making it a suitable option for various business models.
FAQs on Types of Legal Structures in Mexico
1. Can a foreigner register a company in Mexico?
Yes, foreign individuals and entities can register a company in Mexico. However, there are certain legal requirements and procedures that need to be followed, including obtaining the appropriate visa or residency status, complying with investment regulations, and registering the company with the Mexican authorities.
2. What type of legal entity is S.A de C.V. (Sociedad Anónima de Capital Variable) in Mexico?
S.A de C.V., or Stock Corporation, is a legal entity in Mexico commonly used for large-scale businesses. It offers limited liability to its shareholders, who contribute capital to the company in exchange for shares.
3. How do I create an S.A de C.V. (Sociedad Anónima de Capital Variable) in Mexico?
To create an S.A de C.V. in Mexico, you’ll need to follow specific steps outlined by the Mexican government. This typically involves drafting articles of incorporation, obtaining a tax identification number, registering with the Public Registry of Commerce, and fulfilling any additional regulatory requirements.
4. What is an LLC (Sociedad de Responsabilidad Limitada de Capital Variable) in Mexico?
An LLC, or Limited Liability Company, in Mexico is known as S de R.L. de C.V. It is a flexible business structure that combines elements of partnerships and corporations. LLCs offer limited liability protection to their members while allowing for simplified management and taxation.
5. What is the business structure of SAS (Sociedad por Acciones Simplificada) in Mexico?
The Simplified Shares Company (S.A.S) is a relatively new legal entity in Mexico designed to streamline the process of starting a business. It offers a combination of speed, flexibility, and investor-friendly features that make it a suitable choice for both domestic and foreign businesses looking to establish a presence in Mexico.
Biz Latin Hub can help you find your type of legal structure in Mexico
The time could not be riper to get involved in the emerging, dynamic market growth in Mexico. The wide range of attractive industries and sectors is complemented by a number of different legal entities that all provide different advantages for investors with different requirements.
Biz Latin Hub is a leader in providing support and consultancy services for companies in all major Latin jurisdictions. The Biz Latin Hub Mexico team will be the perfect partner for helping you to establish successful operations in Mexico.
Reach out to us now to discuss how we can support you in achieving your business goals.
Or read about our team of expert authors.
For some additional information on the company formation process in Mexico, check out this video:
The information provided here within should not be construed as formal guidance or advice. Please consult a professional for your specific situation. Information provided is for informative purposes only and may not capture all pertinent laws, standards, and best practices. The regulatory landscape is continually evolving; information mentioned may be outdated and/or could undergo changes. The interpretations presented are not official. Some sections are based on the interpretations or views of relevant authorities, but we cannot ensure that these perspectives will be supported in all professional settings.
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