Countries › Mexico › Guide › 4. Entities and setup › Choosing a legal entity in Mexico: S.A., S. de R.L., S.A.S. or branch, with capital, governance, registration and annual compliance rules
Choosing a legal entity in Mexico: S.A., S. de R.L., S.A.S. or branch, with capital, governance, registration and annual compliance rules
Last verified: 2026-10-25 · Status: Stable
Most foreign investors operate in Mexico through a sociedad anónima (S.A.) or a sociedad de responsabilidad limitada (S. de R.L.), usually in their variable capital form (de C.V.), formed before a notary with no statutory minimum capital; the simplified S.A.S. is online and cheap but open only to individuals and capped at MXN 7,678,849.94 of annual revenue in 2026. A foreign company can also trade directly through a registered branch once the Ministry of Economy authorizes it, which must happen within 15 business days or the request is deemed approved. Whatever the vehicle, the same gateways follow: name authorization, the foreigners clause, registration in the National Foreign Investment Registry within 40 business days, tax registration, a beneficial owner file and a yearly cycle of shareholder approvals and filings.
USD figures use MXN 18.5026 per US dollar, the Federal Reserve H.10 noon buying rate for 16 October 2026 (FRED series DEXMXUS), the latest official observation verified for this page. Conversions are for orientation only.
Key facts
| Minimum shareholders to form a sociedad anónima (S.A.) | 2 personsLGSM art. 89, fraction I, as of 2026-10-25 · in force |
|---|---|
| Statutory minimum capital of an S.A. | None; the bylaws set the minimum, fully subscribed textLGSM art. 89, fraction II (reformed DOF 15 December 2011), as of 2026-10-25 · in force |
| Minimum paid in on formation for each S.A. share payable in cash | 20 %LGSM art. 89, fraction III, as of 2026-10-25 · in force |
| Capital share entitling a minority to name at least one director of an unlisted S.A. with three or more directors | 25 %LGSM art. 144, as of 2026-10-25 · in force |
| Maximum partners in a sociedad de responsabilidad limitada (S. de R.L.) | 50 personsLGSM art. 61, as of 2026-10-25 · in force |
| Minimum paid in on formation for each parte social of an S. de R.L. | 50 %LGSM art. 64, as of 2026-10-25 · in force |
| Minimum shareholders of a sociedad por acciones simplificada (S.A.S.); individuals only | 1 personsLGSM arts. 260 and 262, as of 2026-10-25 · in force |
| Maximum total annual revenue of an S.A.S., 2026 | 7678849.94 MXNLGSM art. 260; Ministry of Economy agreement signed 17 December 2025, as of 2026-01-01 · in force |
| Time to pay S.A.S. shares after registration | 1 yearsLGSM art. 265, as of 2026-10-25 · in force |
| Consecutive years without the S.A.S. annual financial report that lead to dissolution | 2 yearsLGSM art. 272, as of 2026-10-25 · in force |
| Minimum share of annual net profit set aside as legal reserve (not S.A.S.) | 5 %LGSM art. 20, as of 2026-10-25 · in force |
| Legal reserve target as share of capital | 20 %LGSM art. 20, as of 2026-10-25 · in force |
| Deadline for the ordinary shareholders' meeting after fiscal year end | 4 monthsLGSM art. 181, as of 2026-10-25 · in force |
| Ministry of Economy deadline to resolve a company name application | 2 business daysLIE art. 16 A, as of 2026-10-25 · in force |
| Ministry of Economy deadline to authorize a foreign company to trade in Mexico (silence means approval) | 15 business daysLIE art. 17-A, as of 2026-10-25 · in force |
| Deadline to register foreign investment in the RNIE | 40 business daysLIE art. 32, as of 2026-10-25 · in force |
| Deadline after fiscal year end to file the list of foreign shareholders that exempts them from RFC registration | 3 monthsCFF art. 27, section A, as of 2026-10-25 · in force |
| Voting rights above which an individual counts as a beneficial owner for tax purposes | 15 %CFF art. 32-B Quáter, fraction II, b), as of 2026-10-25 · in force |
| Deadline to update beneficial owner information after a change | 15 calendar daysCFF art. 32-B Quinquies, as of 2026-10-25 · in force |
| Deadline to give beneficial owner information to the SAT after a request | 15 business daysCFF art. 32-B Ter, as of 2026-10-25 · in force |
| Mexico and Argentina double taxation treaty in force since | 2017-08-23 datePromulgation decree DOF 18 August 2017, as of 2017-08-18 · in force |
The rule
Cost to do it: Choosing the variable capital form costs nothing extra at incorporation; it saves a notarized bylaw amendment each time capital above the fixed minimum changes, which only needs a shareholder resolution and an entry in the capital variations book (arts. 216 and 219).
Example: A subsidiary formed as an S.A. de C.V. with a fixed minimum of MXN 50,000 can later take MXN 1,000,000 of new variable capital from its parent by shareholder resolution recorded in the capital variations book. / Fixed minimum about USD 2,702; capital injection about USD 54,046.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 1, 2, 213, 215, 216, 217, 219 and 220, 1934-08-04 official text · verified 2026-10-25
Cost to do it: No statutory minimum capital since the 2011 reform of art. 89, fraction II; the bylaws fix it. Cash out at incorporation is 20 percent of the cash subscribed capital plus notary and registration fees, which are not set in the LGSM and vary by notary and state.
Example: An S.A. de C.V. with subscribed capital of MXN 50,000 in cash must have at least MXN 10,000 paid in on formation; the remaining MXN 40,000 can be called later on the terms the bylaws set (art. 91, fraction III). / Subscribed capital about USD 2,702; minimum paid in about USD 540; uncalled balance about USD 2,162.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 5, 87, 88 and 89 (fractions reformed DOF 11 June 1992, 28 July 2006 and 15 December 2011); art. 229, fraction IV, 1934-08-04 official text · verified 2026-10-25
Cost to do it: Drafting joint venture style bylaws (veto shares, transfer restrictions, deadlock clauses) is a notarial and legal drafting cost rather than a government fee; there is no separate regulatory approval for these clauses.
Example: A 70/30 joint venture S.A. de C.V. can give the 30 percent partner a veto over the annual budget and a tag along on any sale by the majority partner directly in its bylaws, under art. 91, fraction VII, c) and a). / Same treatment whatever the currency of the investment.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 91, fraction VII (added DOF 13 June 2014); 142, 143 and 144; 164; 178, 2014-06-13 official text · verified 2026-10-25 · changed: LGSM decree DOF 20 October 2023 expressly allowed board and shareholder meetings by electronic means (arts. 6, fraction XIV, 143 and 178).
Cost to do it: No statutory minimum capital; cash out at incorporation is 50 percent of each parte social plus notary and registration fees, which vary by notary and state.
Example: An S. de R.L. de C.V. with capital of MXN 50,000 needs at least MXN 25,000 paid in on formation. / Capital about USD 2,702; minimum paid in about USD 1,351.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 58, 61, 62, 64, 65 and 73 (paragraph added DOF 14 June 2018); art. 74, 1934-08-04 official text · verified 2026-10-25
Cost to do it: Incorporation through the Ministry of Economy system without a notary (LGSM arts. 262 and 263); the LGSM sets no minimum capital for the S.A.S.
Example: A Mexican resident founder can form a one person S.A.S. online and invoice up to MXN 7,678,849.94 in 2026; a foreign parent company cannot hold its shares, because art. 260 limits shareholders to individuals. / 2026 revenue cap about USD 415,015 (2025 cap about USD 399,860).Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023; Acuerdo por el que se da a conocer el factor de actualización a los ingresos totales anuales de una sociedad por acciones simplificada, Ministry of Economy, signed 17 December 2025, in force 1 January 2026, LGSM arts. 2, 5, 20, 260 to 268 and 272 (chapter added DOF 14 March 2016); Agreement, sole article, 2025-12-17 official text · verified 2026-10-25 · changed: The SAS revenue cap rose from MXN 7,398,448.74 for 2025 to MXN 7,678,849.94 for 2026 (Ministry of Economy agreement in force 1 January 2026).
Cost to do it: The LIE sets no authorization fee. Trading habitually without authorization is fined 500 to 1,000 times the daily minimum wage reference set in LIE art. 38, fraction II.
Example: A foreign engineering firm that files a complete branch application on 2 November 2026 must receive a decision within 15 business days; if none is issued, the application is deemed approved (LIE art. 17-A). / No fee in either currency under the LIE; the branch's main recurring cost is the certified annual balance sheet.Ley de Inversión Extranjera (Foreign Investment Law, LIE), DOF 27 December 1993, last reform DOF 27 May 2024; LGSM, LIE arts. 17 and 17-A (DOF 24 December 1996); LIE art. 38, fraction II; LGSM arts. 250 and 251, 1996-12-24 official text · verified 2026-10-25
Cost to do it: The LIE sets no registration fee. Late, missing, incomplete or wrong filings, reports or notices to the RNIE are fined 30 to 100 times the daily minimum wage reference set in LIE art. 38, fraction IV.
Example: A subsidiary incorporated on 2 November 2026 with a foreign shareholder must be registered in the RNIE within 40 business days of that date, and then renew every year. / No fee in either currency under the LIE.LIE, Arts. 15 and 16 A (reformed DOF 15 December 2011); arts. 32 and 35; art. 38, fraction IV, 1993-12-27 official text · verified 2026-10-25
Cost to do it: Internal cost only: preparing the financial statements and minutes. Late reports allow the shareholders to remove directors or examiners (art. 176).
Example: A company with a calendar fiscal year must hold its ordinary meeting by 30 April 2027 to approve 2026 accounts. If 2026 net profit is MXN 6,000,000 and capital is MXN 1,000,000, it must set aside at least MXN 200,000 (the lower of 5 percent of profit, MXN 300,000, and the MXN 200,000 still needed to reach one fifth of capital) before paying dividends. / Net profit about USD 324,279; reserve set aside about USD 10,809.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 19, 20 (reformed DOF 14 March 2016), 172, 173, 181 and 182, 1934-08-04 official text · verified 2026-10-25
Cost to do it: No fee to register in the RFC under the CFF; the cost is the annual list of foreign shareholders, prepared in house or by the company's accountants.
Example: A subsidiary with a December fiscal year end and a foreign parent must file the list of its foreign shareholders by 31 March of the following year so that the parent does not need its own RFC. / Not applicable.Código Fiscal de la Federación (Federal Tax Code, CFF), DOF 31 December 1981, Art. 27, section A, fractions I to III and the paragraph on shareholders resident abroad; section B, 1981-12-31 official text · verified 2026-10-25
Cost to do it: Internal cost of tracing ownership up the chain to individuals and keeping the file current; fines apply per beneficial owner not identified or not updated (CFF art. 84-N).
Example: A Mexican subsidiary owned through a Dutch and a US holding company must trace ownership to the individuals who control more than 15 percent of the votes or otherwise control the group, and update its file within 15 calendar days after a change in control upstream. / Same obligation whatever the currency of the group.CFF, articles added DOF 12 November 2021, Arts. 32-B Ter, 32-B Quáter and 32-B Quinquies; arts. 84-M and 84-N, 2021-11-12 official text · verified 2026-10-25
Cost to do it: No Mexican cost; a US classification election, where used, is a US filing.
Example: A US group that wants its Mexican subsidiary to be treated as a branch or partnership for US tax purposes would use an S. de R.L. de C.V. and file a US election; an S.A. de C.V. is always a corporation for US purposes. / Not applicable.US Treasury Regulations, 26 CFR 301.7701-2, T.D. 8697, 61 FR 66589, 18 December 1996, as amended, Section 301.7701-2(b)(8)(i) (list of per se corporations: Mexico, Sociedad Anonima), 1996-12-18 official text · verified 2026-10-25
Cost to do it: No cost to rely on the treaty beyond proving tax residence.
Example: An Argentine company setting up an S.A. de C.V. in Mexico checks the treaty before planning dividend and service flows. / Not applicable.Decreto Promulgatorio del Acuerdo entre los Estados Unidos Mexicanos y la República Argentina para Evitar la Doble Imposición y Prevenir la Evasión Fiscal con respecto a los Impuestos sobre la Renta y sobre el Patrimonio y su Protocolo (DOF summary published by the Supreme Court), Whole instrument (promulgation and entry into force), 2017-08-18 official text · verified 2026-10-25
| Feature | S.A. (de C.V.) | S. de R.L. (de C.V.) | S.A.S. | Branch of a foreign company |
|---|---|---|---|---|
| Who can own it | 2 or more shareholders, individuals or companies, Mexican or foreign (art. 89) | Up to 50 partners, individuals or companies (art. 61) | 1 or more individuals only, who may not control another company (art. 260) | The foreign company itself (LIE art. 17) |
| Minimum capital | None by law; set in bylaws (art. 89) | None by law; partes sociales in multiples of MXN 1 (art. 62) | None by law | Not applicable |
| Paid in at formation | 20% of each cash share; non cash shares in full (art. 89) | 50% of each parte social (art. 64) | All shares within 1 year of registration (art. 265) | Not applicable |
| How it is formed | Before a notary or commercial notary (art. 5) | Before a notary or commercial notary (art. 5) | Online, Ministry of Economy system; notary optional (arts. 262 and 263) | Ministry of Economy authorization within 15 business days, then registration (LIE art. 17-A; LGSM art. 251) |
| Management | Sole administrator or board; statutory examiner (arts. 142, 143 and 164) | One or more managers (art. 74) | A shareholder as administrator (art. 267) | Not set by the LGSM |
| Transfer of interests | Registered shares; bylaws may restrict transfers (arts. 91 and 111) | Majority of capital must consent (art. 65) | Shares | Not applicable |
| Size limit | None | 50 partners | Annual revenue up to MXN 7,678,849.94 in 2026 (art. 260) | None |
| Annual filings under the LGSM | Ordinary meeting within 4 months of year end; 5% reserve (arts. 20 and 181) | Partners' meeting approves balance sheet (art. 78); 5% reserve (art. 20) | Annual financial report in Ministry of Economy system (art. 272) | Annual certified balance sheet in Ministry of Economy system (art. 251) |
| US tax classification | Per se corporation (26 CFR 301.7701-2(b)(8)) | Eligible entity, may elect | Not on per se list | Not a separate entity |
Mexican vehicles for a foreign investor, from the governing texts (LGSM, LIE). Notary and registry fees are set by each notary and state and are not shown.
Worked example
- A US manufacturer sets up a Mexican subsidiary. Because its parent is a company, the S.A.S. is not available (LGSM art. 260); it compares an S.A. de C.V. with an S. de R.L. de C.V.
- It picks an S. de R.L. de C.V. so that it can elect US classification (26 CFR 301.7701-2 and 301.7701-3), with the parent holding 99 percent and a group affiliate holding 1 percent, so the company has more than one partner from day one.
- It obtains name authorization (resolved within two business days, LIE art. 16 A), signs the bylaws with the foreigners clause before a notary, and sets capital at MXN 50,000 (about USD 2,702) with MXN 25,000 (about USD 1,351) paid in on formation (LGSM art. 64).
- Within 40 business days of incorporation it registers in the RNIE (LIE art. 32), registers in the RFC and files its foreign partner list each year by 31 March instead of registering the parent (CFF art. 27), and builds its beneficial owner file tracing the group to its controlling individuals (CFF art. 32-B Ter).
- Later, the parent injects MXN 1,000,000 (about USD 54,046) of variable capital by partners' resolution recorded in the capital variations book (LGSM arts. 216 and 219), with no notarized amendment of the fixed minimum.
Step by step
- 1. Check the activity against the LIE reserved, capped and screened lists before choosing a vehicle (see Start here and Investing).
- 2. Pick the vehicle: S.A. de C.V. for a group or a future listing or for joint venture bylaws under LGSM art. 91, fraction VII; S. de R.L. de C.V. where US classification flexibility matters; S.A.S. only for Mexican resident individual founders under the revenue cap; a branch where the foreign company wants to trade directly.
- 3. Line up at least two shareholders for an S.A. (often parent plus an affiliate) and plan how to keep two at all times (LGSM arts. 89 and 229).
- 4. Apply for name authorization with the Ministry of Economy (two business days, LIE art. 16 A) and draft bylaws with the foreigners clause (LIE art. 15).
- 5. Sign the incorporation deed before a notary or commercial notary (LGSM art. 5) and pay in at least 20 percent (S.A.) or 50 percent (S. de R.L.) of cash capital.
- 6. Register the company in the Public Registry of Commerce and the RFC, obtain the advanced electronic signature, and register in the RNIE within 40 business days (LIE art. 32).
- 7. Set up the beneficial owner file and the share or partner registry and capital variations book (CFF art. 32-B Ter; LGSM arts. 73 and 219).
- 8. Calendar the recurring items: list of foreign shareholders within three months of year end (CFF art. 27), ordinary meeting within four months (LGSM art. 181), annual RNIE renewal (LIE art. 35), and, for an S.A.S. or a branch, the annual filing in the Ministry of Economy system (LGSM arts. 272 and 251).
Common traps
- Using an S.A.S. under a foreign parent. Only individuals may hold S.A.S. shares, and they may not control another commercial company (LGSM art. 260).
- Outgrowing the S.A.S. Revenue above MXN 7,678,849.94 in 2026 forces a transformation; if shareholders do not transform, they become liable to third parties without limit (LGSM art. 260).
- Dropping to one shareholder. An S.A. needs two shareholders, and falling below the minimum is a ground for dissolution (LGSM arts. 89 and 229, fraction IV). Keep a second group shareholder in place after any restructuring.
- Paying dividends too early. Profits cannot be distributed before shareholders approve the financial statements and before past losses are restored, and those who receive or pay them can be made to return them (LGSM art. 19).
- Forgetting the legal reserve. S.A. and S. de R.L. companies must set aside at least 5 percent of net profit each year until the reserve reaches one fifth of capital (LGSM art. 20).
- Transferring S. de R.L. interests informally. A transfer needs majority consent and has no effect on third parties until entered in the partners' book (LGSM arts. 65 and 73).
- Trading through a branch before authorization. Habitual trading without Ministry of Economy authorization is fined 500 to 1,000 times the minimum wage reference in LIE art. 38, fraction II.
- Missing the RNIE clock. Registration is due within 40 business days of incorporation or entry of foreign investment, and the certificate must be renewed every year (LIE arts. 32 and 35).
- Stopping the beneficial owner trace at a holding company. The CFF looks through to individuals, including anyone with votes over 15 percent, and changes must be updated within 15 calendar days (CFF arts. 32-B Quáter and 32-B Quinquies).
- Letting the foreign shareholder list lapse. Without the yearly list filed within three months of year end, foreign shareholders lose their exemption from RFC registration (CFF art. 27).
Sources
- Ley General de Sociedades Mercantiles, consolidated text, last reform DOF 20 October 2023, Chamber of Deputies
- Ley General de Sociedades Mercantiles, same consolidated text (last reform DOF 20 October 2023) as published by the Federal Telecommunications Institute (IFT), consulted for this page
- Ministry of Economy agreement on the 2026 S.A.S. revenue cap update factor, Official Gazette information system (SIDOF)
- Ley de Inversión Extranjera, consolidated text, last reform DOF 27 May 2024, Chamber of Deputies
- Ley de Inversión Extranjera, same consolidated text (last reform DOF 27 May 2024) as republished by the Chiapas State Judiciary, consulted for this page
- Código Fiscal de la Federación, consolidated text, Chamber of Deputies
- Código Fiscal de la Federación, consolidated text with the DOF 12 November 2021 reform as published by the Federal Telecommunications Institute (IFT), consulted for arts. 27, 32-B Ter to 32-B Quinquies, 84-M and 84-N
- US Electronic Code of Federal Regulations, 26 CFR 301.7701-2 (per se corporations list)
- DOF summary of 18 August 2017, Supreme Court of Justice of the Nation (Mexico and Argentina tax treaty promulgation)
- Federal Reserve H.10 Mexican peso per US dollar via FRED (DEXMXUS)
Related pages
- start/start-here
- investing/overview
- macro/overview
- /country/mexico/
- /calendar/
- /dashboard/
- https://theargentinethread.com/guide/
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