Mexico_America_Shanghai CHYIELD Enterprise Consulting Co., Ltd.

GLOBAL REGISTRATION

Mexico

Advantages of Registering a Company in Mexico

1. Outstanding geographical advantages: Bordering the United States, the world's largest economy, it serves as a gateway connecting global markets.

2. Abundant natural resources: It is rich in energy resources including oil, natural gas and coal.

3. Ample and cost-effective labor resources are available in Mexico.

4. As Latin America’s second-largest economy, it enjoys steady economic growth supported by USMCA, with highly competitive manufacturing sectors worldwide.

5. Sound legal and regulatory systems covering all aspects of corporate operations, offering transparent and reliable legal protection for investors.

REQUIREMENTS

COMPANY TYPE

MATERIALS

Serial

Name

Details

Company Name

Prepare company names in both English and Spanish for registry name clearance check

The suffix for Stock Corporation is S.A. de C.V.

The suffix for Limited Liability Company is S. de R.L. de C.V.

Shareholders and Direct

A minimum of two shareholders and one director are required for company registration in Mexico. There are no restrictions on the nationality of shareholders and directors or their shareholding ratios.

Legal Representative of the Company

The legal representative must hold Mexican nationality and possess a local tax ID. The position can be filled by Mexican citizens or foreign nationals with permanent residency; foreign representatives are required to present an FM3 visa.

Registered Capital

There is no minimum paid-up capital requirement.

Registered Address

The company must maintain a registered address within Mexico. When incorporating a company in Mexico, the registered address may differ from the actual business premises, which will not adversely affect the operation or development of the company.

Business Scope

In Mexico, companies are permitted a relatively flexible business scope, provided that all listed business activities are genuine and actually carried out.

Serial

Name

Details

Limited Liability Company with Variable Capital(S. de R.L. de C.V.)

The capital social of this type of company is divided into social shares, with each shareholder holding one share. For management bodies, enterprises may opt for either a Board of Managers or a Sole Manager. A Board of Managers must consist of at least three members, serving respectively as President, Treasurer and Secretary. Appointment of a Commissioner is optional.

Variable Capital Stock Corporation(S.A. de C.V.)

The corporate capital is divided into equal shares (Acciones), which generally carry a par value, for example, 5 Mexican Pesos per share. Companies may establish either a Board of Directors (Consejo de Administración) or a Sole General Administrator (Administrador General Único). A Board of Directors shall consist of a minimum of three members, who shall act as President, Treasurer and Secretary respectively. Alternate directors (Suplente) may be appointed for each board member to exercise powers when the principal director is unable to perform duties. A stock corporation is required to appoint at least one Commissioner (Comisario). This role may be filled by an external auditor or financial staff assigned by shareholders. The Commissioner shall not maintain direct affiliations with major shareholders and may be appointed from the financial personnel of minority shareholders.

Variable Capital Investment Promotion Stock Corporation(S.A.P.I.de C.V.)

Companies of this type are quasi-listed entities and may include clauses to safeguard the interests of minority shareholders. When entering into a joint venture with Mexican partners who hold minority stakes, Mexican parties usually prefer to adopt this corporate form. The developer of the North American Huafushan Industrial Park is registered as this type of company, whose governance structure bears no substantial differences from that of a stock corporation.

Serial

Name

Details

Individual Shareholder

Shareholders and directors are required to provide copies of identity documents (national ID card or passport), proof of address issued within the past three months including utility bills, landline phone bills, bank statements or credit card statements, as well as contact phone number, email address and marital status information.

Corporate Shareholder

If the shareholder is a corporate entity, documents including business license and Power of Attorney shall be provided, and such documents need to be notarized and authenticated or issued with an Apostille.

REGISTRATION PROCESS

1

Apply for company name clearance check

Prepare 3 to 5 alternative company names for Mexico. Mexican lawyers or notaries will submit an online name approval application to the Secretariat of Economy (SE), and the whole procedure normally takes one week to complete.
2

Draft the Articles of Incorporation

After negotiation, all partners reach an agreement on matters including the purpose of company establishment, business scope, personnel division of responsibilities and scope of authorization. The above agreements shall be notarized at a local notary public office to form the Articles of Incorporation. The Articles of Incorporation must contain information such as the company name, business scope, corporate type, management regulations and investment term. This document serves as the legal birth certificate of the company.
3

Ultimate Beneficial Owner Verification

For the purpose of reviewing the legality of capital sources and anti-money laundering compliance, Mexican notaries are legally required to conduct information verification on the ultimate beneficial owners of companies to be incorporated in Mexico starting from January 2022. This procedure has significantly increased their workload compared with the period before this requirement took effect.
4

Mail the incorporation documents

After obtaining the notarized and authenticated documents, send them together with the original signed forms required for ultimate beneficial owner verification to Mexican lawyers or notaries by post.
5

Notarize the Articles of Incorporation

Upon receiving the mailed original documents, Mexican lawyers or notaries will complete the notarization procedures in accordance with the company’s instructions. The date when the Articles of Incorporation are notarized shall be deemed the official incorporation date of the Mexican company.
6

Commercial Registration

After the notarization of the articles of incorporation, parties shall complete commercial registration at the Public Registry of Commerce and Property, pay the registration fee and receive commercial registration documents (these documents are not issued in the form of a business license).
7

Complete tax registration with SAT

An appointment is mandatory for tax registration, and the waiting period is generally one to two months. To complete tax registration, the original utility bills from the registered address for the latest two months and the original lease agreement must be prepared. The tax registration process can be finished on the appointment date, after which the applicant will receive a tax registration certificate, electronic signature and corresponding access password. The individual handling tax registration must hold a Mexican RFC tax ID and personal electronic signature. This representative position is often temporarily assigned to a Mexican lawyer or accountant during company setup, with their authority stipulated within the articles of incorporation.
8

Complete Foreign Investment Registration (RNIE)

Once tax registration is finalized, Mexican lawyers will file foreign investment registration for the company with the National Registry of Foreign Investments. After the Mexican company is incorporated, quarterly and annual reports must be submitted to the foreign investment registry when specified circumstances arise.
9

Open a corporate bank account

After completing tax registration, the enterprise may open a corporate bank account on its own for enhanced capital security. Local Mexican banks CIBANCO and BASE employ Chinese-speaking staff, and the Industrial and Commercial Bank of China also operates a branch in Mexico.