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GLOBAL INFO

Mexico

COUNTRY:

MEXICO

QUESTION:

ANSWER:

1.      What are the main company forms in your country?

Stock Company (Sociedad Anónima S.A.)

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

Stock Market Promotion Company (Sociedad Anónima Promotora de Inversión SAPI)

Limited Purpose Financial Entity (Sociedad Financiera de Objeto Múltiple, SOFOM)

2.      Which is the most preferred company form by foreign investors?

Stock Company (Sociedad Anónima, S.A.) is the most preferred.

 

3.      What are the basic capital requirements of this company? (minimum amounts, types of capital, deadline of capital contribution)

There is no minimum amount of share capital, however an amount has to be established.

This company can be incorporated with the modality of Variable Capital. (C.V.)

At least 20% of the value of each share the capital contributions have to be exhibited in cash.

4.      What are the basic rules of shareholders liability for company debts in this company?

 

In the Stock Companies, the liability is limited up to the amount of the paid shares.

5.      What are the basic management requirements for this company? (only natural persons, or nationals can be managers etc.)

The administration of the company may be exercised either by a Sole Director or a Board of Directors.

- If the Sole Director or the members of the Board of Directors are foreigners, in order for them to carry out their power of attorney in Mexican territory they will have to obtain their respective visa.

- If the Board of Directors is composed by three or more persons, the bylaws of the company will consider the rights of minorities. On that regard the minority that represents the 25% of the stock capital will appoint at least one Director.

- Directors of the company may not represent a shareholder on a Shareholders´ Meeting.

Responsibility of the Directors:

The Directors of the company are severally responsible in the following circumstances:

-        For the contributions made by the shareholders.

-        For the fulfilment of the legal and statutory requirements regarding the payment dividends to the shareholders.

-        For the existence and maintenance of the accounting, control, register, archive systems in accordance with the law.

-        For the fulfilment of the resolutions taken in a shareholders Meeting.

 

6.      How long does the registration procedure of this company take?

Once all the requirements and documents are complete (powers of attorney, permit for the use of the corporate name and approval of the bylaws by the client), around 5 business days.

7.      What are the main costs of formation of this company in local currency?

The costs for the incorporation of a company are the following:

1) Around $1,200.00 dollars of Notary Public expenses.

2) Between $200.00 and 600.00 dollars for the translation of documents, if necessary.

8.      What is the average attorney’s fee of the formation of this company in local currency?

 

The average attorney´s fee for the formation of a new company is around $5,000.00 dollars.

 

9.      What are the basic publicity requirements of this company (filing of company changes, financial reports, etc.)

Once the incorporation is concluded there are some obligations that the company have to fulfil:

-Registration of the new company before Public Registry of Property and 

 Commerce.

-A notification to the Ministry of Foreign Affairs has to be submitted

-A notification before tax authorities has to be done, in order to obtain  

  the Federal Tax Payers Registry (RFC). (With such document the  

  company can officially carry out commercial operations).

10.   What are the main auditor requirements?

In Mexico there are two kinds of auditors (internal and/or external):

1.- Examiner of the company. (internal)

It is an obligation of the company to appoint an internal Examiner.

The main obligations of the Examiner are:

-        Request to the Directors of the company a monthly financial report of the company.

-        Yearly render a report to the Shareholder’s Meeting that contains an analysis of the information submitted by the Sole Director or Board of Directors.

2.- Auditors (external)

It is optional to the company to appoint an external auditor and only if the company is situated under any of following 3 circumstances:

1) When the company earned accumulated income which exceeds

    $1,850,000,000.00 dollars.

2)  The value of the particular asset in terms of general rules issued by     

     the Tax Administration Service, exceeds $ 1,422,000,000.00 dollars.

3) When at least 300 of the employees rendered services in each month   

     for the preceding year.