Company formation in brief
The law of Mexico provides for the establishing of enterprises in this country of various organizational and legal forms, from which foreign investors usually choose such as:
• Sociedad Anónima - Joint Stock Corporation
• Sociedad de Responsabilidad Limitada - Limited Liability Company
Foreigners may own and manage Mexican businesses but need to obtain in advance approval for investment from Mexico's Department of Foreign Affairs.
Joint-stock corporation (Sociedad Anónima) may be established by two shareholders (physical or legal persons) and is characterised as follows:
• minimum charter capital is MXN 50’000 (US$1 is approximately MXN 11);
• maximum number of shareholders is not limited;
• corporation is managed by the Board of Directors;
• shareholders holding at least a quarter of the capital may appoint a director;
• corporation may issue registered shares and bearer shares of such classes, types and fractions as shareholders decide;
• shares may be freely transferred and offered to third parties;
• corporation has to file audited annual financial and statistical statements.
Limited liability company (Sociedad de Responsabilidad Limitada) may be established by two shareholders (physical or legal persons) and is characterised as follows:
• minimum charter capital is MXN 3’000;
• maximum number of shareholders is 50;
• company may be managed by one director;
• only registered shares with equal rights may be issued;
• shares may not be freely transferred or offered to third parties;
• company is not required to appoint an auditor for filing annual financial statements.
All Mexican companies need to maintain a shareholders’ register and to keep minutes of directors’ and shareholders’ meetings at their registered office.
The directors and shareholders register is available to the public in Mexico, and information about directors and shareholders is kept in the companies registrar office, along with copies of statutory documents.
Directors’ and shareholders’ meetings may be held in any country of the world.
Foreign shareholders have guarantees of repatriation their capital and profits from operations outside Mexico.
All legal entities in Mexico are subject to taxation of profits and pay their company’s asset tax.
Corporations are required to pay at least 10% of net profit on preference shares (this amount is not deductible from taxable profit).
Interest and royalties tax is 21% and 25%, respectively, if the rates provided for in the double taxation agreements are not applicable.
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