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Incorporation checklist for Mexico: the legal clocks, government costs and filings from name approval to the first employee

Last verified: 2026-10-26 · Status: Stable

Setting up a Mexican company runs on a chain of legal clocks: free name authorization in two business days, notary deed, Public Registry of Commerce filing, taxpayer registration within the month after signing, investment registry within 40 business days and social security registration within five business days of hiring. Federal government fees are low or nil: the name authorization and the online S.A.S. route are free, a foreign company branch authorization costs MXN 2,935 in 2026, and a CNIE resolution where foreign capital needs approval costs MXN 10,448. Notary, commercial notary and state registry charges vary by state and provider and are not set in federal law, so they are not shown; budget and timing below use only official rules.

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

Statutory deadline for the Ministry of Economy to resolve a name authorization	2 business daysLIE art. 16 A, as of 2026-10-26 · in force
Government fee for name authorization	0 MXNMinistry of Economy citizen guide, as of 2026-10-26 · in force
Days after the deed after which any partner may sue to force registration	15 daysLGSM art. 7o., as of 2026-10-26 · in force
Deadline to prove the company's RFC application to the notary	Within the month after signing textCFF art. 27, section B, fraction VIII, as of 2026-10-26 · in force
Deadline to register in the RNIE	40 business daysLIE art. 32, as of 2026-10-26 · in force
Deadline for a CNIE decision (silence means approval)	45 business daysLIE art. 28, as of 2026-10-26 · in force
Duty for a CNIE request where foreign investment exceeds 49 percent in a regulated activity, 2026	10448 MXNLFD art. 72, fraction I; RMF 2026 Annex 4, as of 2026-01-01 · in force
Deadline for employer registration and worker enrollment with the IMSS	5 business daysLSS art. 15, fraction I, as of 2026-10-26 · in force

The rule

1. Step 0: check whether foreign capital needs approval. Activities reserved to the State or to Mexicans, capped percentages and cases needing a favorable resolution of the National Foreign Investment Commission (CNIE) must be checked first. The CNIE must decide within 45 business days of a complete request, or the request is deemed approved as filed. The 2026 duty to study a request where foreign investment will exceed 49 percent in an activity with specific regulation is MXN 10,448.
Cost to do it: MXN 10,448 per CNIE request under LFD art. 72, fraction I (2026).
Example: MXN 10,448. / About USD 565.Ley de Inversión Extranjera (Foreign Investment Law, LIE), DOF 27 December 1993, last reform DOF 27 May 2024; Ley Federal de Derechos (Federal Duties Law, LFD), last reform DOF 7 November 2025; 2026 amounts in Annex 4 of the 2026 Miscellaneous Tax Resolution, DOF 28 December 2025, LIE arts. 4 to 9 and 28; LFD art. 72, fraction I; RMF 2026 Annex 4, 1993-12-27 official text · verified 2026-10-26

2. Step 1: name authorization, free, two business days. The Ministry of Economy authorizes the names under which companies are formed and must resolve within two business days. The Ministry's guide describes the procedure as free and done online with the applicant's advanced electronic signature. The bylaws must include the foreigners exclusion clause or the Constitution art. 27, fraction I agreement.
Cost to do it: MXN 0 (Ministry of Economy guide).
Example: MXN 0. / USD 0.Ley de Inversión Extranjera (Foreign Investment Law, LIE), DOF 27 December 1993, last reform DOF 27 May 2024, Arts. 15 and 16 A (reformed DOF 15 December 2011), 2011-12-15 official text · verified 2026-10-26

3. Step 2: sign the deed or form the S.A.S. online. Companies other than the S.A.S. are formed before a notary or commercial notary, who must refuse bylaws that breach the law; the S.A.S. is formed online in the Ministry of Economy system with standard bylaws and every shareholder's advanced electronic signature, at no government cost. Paid in capital at signing: 20 percent of each cash share in an S.A., 50 percent of each parte social in an S. de R.L.; S.A.S. shares within one year.
Cost to do it: Notary or commercial notary fees are private and vary by state; the S.A.S. route has no government cost.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 5o., 64, 89, 262, 263 and 265, 1934-08-04 official text · verified 2026-10-26

4. Step 3: Public Registry of Commerce within 15 days. If the deed is not presented for registration within 15 days of its date, any partner may sue to compel registration, and anyone who trades in the company's name before registration is jointly and personally liable for those dealings. Registered companies have legal personality separate from their partners; an S.A.S. is effective against third parties only once registered, which the online system does.
Cost to do it: State registry fees vary by state and are not shown.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 2o. and 7o. (reformed DOF 13 June 2014), 1934-08-04 official text · verified 2026-10-26

5. Step 4: taxpayer registration within the month after signing. The notary must require the founders to prove, within the month after signing, that they applied for the company's RFC registration, record the date in the protocol and otherwise report the omission to the SAT within the following month. The company registers, states its tax domicile and obtains an advanced electronic signature; partners, shareholders and legal representatives must also register, except foreign resident shareholders when the company files the yearly foreign shareholder list.
Cost to do it: No government fee for RFC registration in the CFF.Código Fiscal de la Federación (Federal Tax Code, CFF), DOF 31 December 1981, last reform DOF 9 April 2026, Art. 27, section A, fractions I to III, and section B, fractions I to IV and VIII, 1981-12-31 official text · verified 2026-10-26

6. Step 5: foreign investment registry within 40 business days. Mexican companies with foreign investment, foreign companies trading habitually and trusts giving rights to foreign investors must register in the RNIE within 40 business days of incorporation or entry of the foreign investment. Late or missing filings are fined 30 to 100 UMA, MXN 3,519.30 to MXN 11,731 in 2026.
Cost to do it: No registration fee in the LIE.
Example: Fine range MXN 3,519.30 to MXN 11,731. / About USD 190 to USD 634.Ley de Inversión Extranjera (Foreign Investment Law, LIE), DOF 27 December 1993, last reform DOF 27 May 2024; Constitutional decree on minimum wage deindexation, DOF 27 January 2016, third transitory article; UMA daily value of MXN 117.31 published by INEGI in the DOF on 9 January 2026, in force from 1 February 2026, LIE arts. 32 and 38, fraction IV, 1993-12-27 official text · verified 2026-10-26

7. Step 6: books and beneficial owner file from day one. Open the share registry (S.A.) or partners' book (S. de R.L.) with each holder's RFC, the capital variations book for variable capital companies, minutes books, and the beneficial owner file kept with the accounting records.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023; Código Fiscal de la Federación (Federal Tax Code, CFF), DOF 31 December 1981, last reform DOF 9 April 2026, LGSM arts. 73, 128, 194 and 219; CFF arts. 27, section B, fraction V, and 32-B Ter, 1934-08-04 official text · verified 2026-10-26

8. Step 7: social security registration within five business days. Employers must register with the Mexican Social Security Institute (IMSS) and enroll their workers, and report hires, departures and salary changes, within periods of no more than five business days, keeping payroll records for five years.Ley del Seguro Social (Social Security Law, LSS), DOF 21 December 1995, last reform DOF 15 January 2026, Art. 15, fractions I and II, 1995-12-21 official text · verified 2026-10-26

9. Branch alternative. A foreign company that prefers a branch needs Ministry of Economy authorization, due within 15 business days or deemed approved, with a 2026 duty of MXN 2,935, then registration in the Public Registry of Commerce, the RFC and the RNIE.
Cost to do it: MXN 2,935 (about USD 159).
Example: MXN 2,935. / About USD 159.Ley de Inversión Extranjera (Foreign Investment Law, LIE), DOF 27 December 1993, last reform DOF 27 May 2024; Ley Federal de Derechos (Federal Duties Law, LFD), last reform DOF 7 November 2025; 2026 amounts in Annex 4 of the 2026 Miscellaneous Tax Resolution, DOF 28 December 2025, LIE arts. 17 and 17 A; LFD art. 72, fraction V; LGSM art. 251, 1996-12-24 official text · verified 2026-10-26

Step	Legal clock	Federal government cost 2026	Source
CNIE approval, only if required	45 business days, silence means approval	MXN 10,448 (about USD 565)	LIE art. 28; LFD art. 72
Name authorization	2 business days	Free	LIE art. 16 A; Ministry of Economy guide
Notary deed	No statutory clock	Not federal	LGSM art. 5o.
Public Registry of Commerce	Present within 15 days or any partner may sue	Not federal	LGSM art. 7o.
RFC and advanced electronic signature	Within the month after signing	None in the CFF	CFF art. 27
RNIE registration	40 business days	None in the LIE	LIE art. 32
IMSS employer registration	5 business days	None	LSS art. 15
Branch authorization (alternative)	15 business days, silence means approval	MXN 2,935 (about USD 159)	LIE art. 17 A; LFD art. 72

Legal clocks and federal government costs for a foreign owned S.A. de C.V. (notary and state registry charges not shown)

Worked example

Day 0: a US parent confirms its distribution business is open to 100 percent foreign capital, so no CNIE filing or fee is needed (LIE art. 4).
Days 1 to 2: the local representative obtains the free name authorization (LIE art. 16 A).
Day 10: the S.A. de C.V. deed is signed with the parent and an affiliate as shareholders and MXN 10,000 (about USD 540) paid in on MXN 50,000 (about USD 2,702) of fixed capital (LGSM art. 89).
By day 25: the deed is presented to the Public Registry of Commerce (LGSM art. 7o.). By the end of the following month: proof of the RFC application is given to the notary (CFF art. 27).
Within 40 business days of signing: RNIE registration (LIE art. 32). The first employee is hired and enrolled with the IMSS within five business days (LSS art. 15).

Step by step

1. Activity screen against LIE arts. 5 to 9; CNIE request if needed (45 business days).
2. Name authorization (2 business days, free).
3. Bylaws with foreigners clause; deed before notary, or S.A.S. online.
4. Pay in the legal minimum of capital (20 percent S.A., 50 percent S. de R.L.).
5. Public Registry of Commerce filing within 15 days.
6. RFC application within the month after signing; advanced electronic signature; tax domicile.
7. RNIE registration within 40 business days.
8. Share registry, capital variations book, minutes books, beneficial owner file.
9. IMSS registration within five business days of the first hire.
10. Calendar the annual compliance cycle (see Annual compliance).

Common traps

Trading before registration creates personal, joint and unlimited liability for those acting (LGSM art. 7o.).
Missing the RFC month leads the notary to report the company to the SAT (CFF art. 27, section B, fraction VIII).
Late RNIE registration is fined 30 to 100 UMA and the notary will ask for proof of registration in later deeds (LIE arts. 34 and 38).
The IMSS clock is short: five business days for employer registration, each hire, each departure and each salary change (LSS art. 15).
Assuming silence means approval for the name. Only the CNIE and branch procedures have deemed approval in the LIE; the name must be authorized before the deed (LIE arts. 15, 17 A and 28).

Sources

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