Forming a corporation in Mexico

We can assist you in the legal and government procedures to form a corporation in Mexico. Below is a guide to what information is required and how the procedures work as well as approximate costs and processing times. You can expect that the processing time for a corporation, start to finish, can be up to six months. Usually the legal and notarial process can be completed in a matter of a few weeks. Registration in the public registry and the registry of foreigners in Mexico can take longer.

Foreigners can own businesses in Mexico. There must be at least two partners to form a corporation. If a sole proprietorship is what you have in mind, that requires another type of procedure starting with an FM3 then a registration with the immigration office and the tax department to become eligible to work and invoice as a sole proprietor. This guide and process addresses corporations and non-profit associations or societies. Download the full worksheet here with detailed explanation of the guide below and details about the different types of businesses.

Approximate fees for incorporation ($16,500 pesos total, plus processing of FM3 or permit to operate company change to FM3):

• Foreign Affairs ministry, $1,000 pesos

1. Permit
2. Notice of use of the permit

• Secretary of Economy $3,000 pesos (foreign investment ministry)

1. Registry for the first time
2. Notice of the status of each partner of the corporation

• IdeaCOM legal and processing fees $6,000 pesos

1. Project for the corporation
2. Review of the corporation
3. Procedure of registration and processing at the Foreign Affairs ministry and the Secretary of Economy
4. Procedure for the registration of the company at the tax department

• Notary fees $6,500 pesos (paid directly to the notary, subject to change)

1. Power of attorney
2. Incorporating paperwork
3. Public registry

Note: above fees include applicable taxes

Note: if you have an FM3, you will need an endorsement by the immigration office, and those costs are not included in this budget

See these related articles about FM3 documents, permits, business activities, etc.

• What foreigners can and can’t do in Mexico
• FM3 first time and renewals
• Obtaining and renewing FM3 and FM2 documents
• FM3, FM2 changes and notifications

Below is the information that the partners will have to decide upon and bring to the meeting to begin the procedure:

1. Type of business entity – Sociedad anónima (S.A de C.V.) is a corporation, Sociedad de responsabilidad limitada (S. de R.L.) is aking to an L.L.C., Sociedad civil (S.C.) is for associations, service businesses, non-profits, etc., beyond that, there are a few other types of business structures that can be discussed with the experts, aside from deciding on the type of business entity, you must decide the amount and type of stock (fixed or variable), discuss with the experts if unsure
2. Business entity name – propose a minimum of 5 names in order of preference
3. Business address for registration – street, colonia, city, state, country, postal code, must coincide exactly with the utility bill or proof of address you provide
4. Capital - amount of capital you will contribute to the business at the start (minimum $50,000 pesos for S.A., $3,000 pesos for S. de R.L., no established minimum for S.C.)
5. Business purpose – description of business activities and objective
6. Stock distribution – names of chareholders (minimum of 2), number of shares and percentage assigned to each shareholder
7. Administration – single or sole manager or president of the board
8. Auditors – required for S.C., optional for other structures
9. Director - local manager or executive on site in Mexico
10. Powers of attorney – attorney in fact, authorized to do certain functions for the company
11. Personal information of shareholders, administrators and attorneys – full name nationality, place of birth, date of birth, address, occupation, marital status (if married under the common goods regimen in Mexico, may require further documentation, check with the experts, marriage certificate may also be required)

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Tags: capital, corporation, incorporation, investment, limited, mexico, notario, notary, partnership, proprietor, society

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