Countries › Mexico › Guide › 4. Entities and setup › Sociedad de responsabilidad limitada (S. de R.L. de C.V.) in Mexico: partners, partes sociales, managers, transfers and yearly duties

Sociedad de responsabilidad limitada (S. de R.L. de C.V.) in Mexico: partners, partes sociales, managers, transfers and yearly duties

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

The S. de R.L. is Mexico's limited liability company: up to 50 partners whose interests (partes sociales) are not negotiable securities, no statutory minimum capital, and 50 percent of each interest paid in at formation. It is run by one or more managers (gerentes), and new partners or transfers need the consent of a majority of capital, with a 15 day right of first refusal for the others when the buyer is an outsider. US groups often prefer it because, unlike the S.A., it is not a per se corporation for US tax purposes and may elect its US classification.

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

Maximum partners in an S. de R.L.	50 personsLGSM art. 61, as of 2026-10-26 · in force
Minimum partners in an S. de R.L. (a sole holder is a dissolution cause)	2 personsLGSM art. 229, fraction IV, as of 2026-10-26 · in force
Statutory minimum capital of an S. de R.L.	None; set in bylaws in multiples of MXN 1 textLGSM art. 62 (reformed DOF 15 December 2011), as of 2026-10-26 · in force
Minimum paid in on formation for each parte social	50 %LGSM art. 64, as of 2026-10-26 · in force
Capital majority needed to consent to transfers and new partners (default)	More than 50 % of capitalLGSM art. 65, as of 2026-10-26 · in force
Right of first refusal period for other partners on a transfer to an outsider	15 daysLGSM art. 66, as of 2026-10-26 · in force
Default capital majority to amend the bylaws	75 % of capitalLGSM art. 83, as of 2026-10-26 · in force
Default notice period for partners' meetings	8 daysLGSM art. 81 (reformed DOF 20 October 2023), as of 2026-10-26 · in force
Share of yearly net profit set aside for the legal reserve	5 %LGSM art. 20, as of 2026-10-26 · in force

The rule

1. What it is. An S. de R.L. is formed by partners who are only liable to pay their contributions; their interests may not be represented by negotiable, order or bearer instruments and can be assigned only as the law allows. It operates under a name (denominación) or a firm name built from partners' names, followed by "Sociedad de Responsabilidad Limitada" or "S. de R.L."; omitting the words exposes partners to unlimited liability. An outsider who lets their name appear in the firm name is liable up to the largest contribution. It may also be variable capital (de C.V.).Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 1o., 58, 59 and 60, 1934-08-04 official text · verified 2026-10-26

2. Partners and capital. No S. de R.L. may have more than 50 partners. Capital is set in the bylaws and divided into partes sociales that may be of unequal value and class, in multiples of one peso. At formation capital must be fully subscribed and at least 50 percent of each parte social paid in. It cannot raise capital by public subscription. Each partner holds only one parte social unless parts carry different rights; parts are indivisible unless the bylaws allow division.
Cost to do it: Capital is whatever the bylaws set. Notary and state registry fees are not shown here.
Example: Capital of MXN 50,000: at least MXN 25,000 must be paid in at signing. / Capital of about USD 2,702: at least about USD 1,351 paid in at signing.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 61 (reformed DOF 11 June 1992), 62 (reformed DOF 15 December 2011), 63, 64, 68 and 69, 1934-08-04 official text · verified 2026-10-26

3. Transfers and new partners. Assigning partes sociales and admitting new partners needs the consent of partners holding a majority of capital, unless the bylaws require more. If the assignment to an outsider is approved, the other partners have a right of first refusal for 15 days from the partners' meeting, pro rata to their contributions. Inheritance does not need consent unless the bylaws provide otherwise. The company keeps a partners' book with each partner's name, address, contributions and transfers; a transfer has no effect on third parties until entered, and since 14 June 2018 each entry must be noticed in the Ministry of Economy electronic system.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 65 (reformed DOF 11 June 1992), 66, 67 and 73 (paragraph added DOF 14 June 2018), 1934-08-04 official text · verified 2026-10-26

4. Supplementary contributions and redemption. The bylaws may oblige partners to make supplementary contributions pro rata to their original ones, but may not require personal work or services as ancillary obligations. Partes sociales may be redeemed only as the bylaws in force when they were acquired allow, and only out of distributable profits. Capital increases follow the formation rules, and partners have a pro rata preference to subscribe unless the bylaws or the increase resolution remove it.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 70, 71 and 72, 1934-08-04 official text · verified 2026-10-26

5. Managers (gerentes). Management is in the hands of one or more managers, who may be partners or outsiders, appointed for a term or indefinitely and revocable at any time unless agreed otherwise. They decide by majority, or unanimously if the bylaws require joint action; since 20 October 2023 the bylaws may allow manager resolutions by electronic means. A supervisory board (consejo de vigilancia) is optional. Partners may sue managers for the company, but not if the meeting released them by three quarters of capital.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 74, 75 (paragraph added DOF 20 October 2023), 76 and 84, 1934-08-04 official text · verified 2026-10-26

6. The partners' meeting. The partners' meeting is the supreme body; it approves the balance sheet for the closed year, distributes profits, appoints and removes managers, consents to transfers and new partners, decides on capital changes and dissolution and amends the bylaws. It meets at the company domicile at least once a year at the time set in the bylaws. Each partner has one vote per MXN 1,000 of contribution, unless the bylaws set privileged parts. Resolutions need a majority of partners representing at least half of capital; on second call, a majority of votes regardless of capital present. Bylaw amendments need a majority representing three quarters of capital, and unanimity for a change of object or rules increasing partners' obligations.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 77, 78, 79 (reformed DOF 11 June 1992), 80 and 83, 1934-08-04 official text · verified 2026-10-26

7. Calls, written votes and electronic meetings. Managers call meetings, failing them the supervisory board, and failing that partners holding more than one third of capital. Since 20 October 2023 notice is published in the Ministry of Economy electronic system, with the agenda and signature, at least eight days ahead unless the bylaws set another period. The bylaws may allow written voting by certified letter without a meeting (partners with more than one third of capital can still demand a meeting) and meetings by electronic means; a meeting held electronically is not deemed held outside the domicile, and a meeting outside the domicile needs approval of all partners plus an electronic option.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 80, 81 (reformed DOF 20 October 2023) and 82 (paragraph added DOF 20 October 2023), 2023-10-20 official text · verified 2026-10-26

8. Profits, reserve and pre operating interest. Profits are distributed only after the partners approve the financial statements and past losses are restored; at least 5 percent of net profit goes to the legal reserve each year until it reaches one fifth of capital. The bylaws may allow interest of up to 9 percent a year on contributions, even without profits, but only for the pre operating period and never for more than three years, charged to general expenses.
Example: Contributions of MXN 1,000,000 during a two year pre operating phase may earn at most MXN 90,000 a year of contractual interest. / On about USD 54,046 of contributions, at most about USD 4,864 a year.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 19, 20 and 85, 1934-08-04 official text · verified 2026-10-26

9. Dissolution if interests end up in one hand. An S. de R.L. dissolves when all partes sociales come together in a single person, so a second partner must be kept at all times.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Art. 229, fraction IV, 1934-08-04 official text · verified 2026-10-26

10. Tax and investment registries. Partes sociales count as shares for income tax purposes. The S. de R.L. has the same RFC, partner list, shareholder change notice, beneficial owner and RNIE duties as an S.A.: RFC application within the month after signing, partners' RFCs in the partners' book, a notice whenever partners change, and RNIE registration within 40 business days where any partner is foreign.Ley del Impuesto sobre la Renta (Income Tax Law, LISR), DOF 11 December 2013, last reform DOF 1 April 2024; Código Fiscal de la Federación (Federal Tax Code, CFF), DOF 31 December 1981, last reform DOF 9 April 2026; Ley de Inversión Extranjera (Foreign Investment Law, LIE), DOF 27 December 1993, last reform DOF 27 May 2024, LISR art. 7o. (second paragraph); CFF art. 27, sections A and B; LIE art. 32, 2013-12-11 official text · verified 2026-10-26

11. US classification. The Mexican S. de R.L. is not on the US per se corporation list, so as an eligible entity it may elect its US classification (for example to be disregarded or treated as a partnership); the default for an entity where all members have limited liability is association taxable as a corporation. This is US law only.US Treasury Regulations, 26 CFR 301.7701-2 and 301.7701-3, T.D. 8697, 61 FR 66589, 18 December 1996, as amended, Sections 301.7701-2(b)(8) and 301.7701-3(a) and (b)(2), 1996-12-18 official text · verified 2026-10-26

Point	S. de R.L.	S.A.
Members	2 to 50 partners (arts. 61 and 229)	2 or more shareholders, no maximum (art. 89)
Interests	Partes sociales, not negotiable securities (art. 58)	Registered shares (art. 111)
Paid in at formation	50% of each parte social (art. 64)	20% of each cash share (art. 89)
Transfers	Majority of capital consents; 15 day first refusal (arts. 65 and 66)	Free unless bylaws require board approval or set limits (arts. 91 and 130)
Management	Managers (art. 74)	Sole administrator or board (arts. 142 and 143)
Oversight	Supervisory board optional (art. 84)	Statutory examiner required (arts. 91 and 164)
Bylaw amendments	Three quarters of capital; unanimity for change of object (art. 83)	Extraordinary meeting, votes of half of capital (art. 190)
Meeting notice	8 days by default (art. 81)	15 days by default (art. 186)
US tax classification	Eligible entity, may elect	Per se corporation

S. de R.L. compared with the S.A. on points where they differ (LGSM)

Worked example

A US software company wants a Mexican services subsidiary it can treat as disregarded for US tax. It forms "Servicios Digitales Monterrey, S. de R.L. de C.V." with the US parent holding a MXN 49,000 parte social and a US affiliate a MXN 1,000 parte social (LGSM arts. 61, 62 and 68).
At signing the partners pay in MXN 25,000 (about USD 1,351), half of the MXN 50,000 fixed capital, the legal floor (art. 64).
The bylaws name one manager, allow written voting and electronic meetings (arts. 75, 80 and 82) and set a two thirds capital consent for transfers, above the legal majority (art. 65).
The parent then files a US entity classification election for the company. Mexico still taxes it as a company at the 30 percent corporate rate (see Taxes).

Step by step

1. Decide between S. de R.L. and S.A. (see Choosing an entity), weighing US classification, transfer restrictions and future fundraising, which the S. de R.L. cannot do by public subscription (art. 63).
2. Obtain the free name authorization from the Ministry of Economy (LIE arts. 15 and 16 A).
3. Sign the deed before a notary or commercial notary with at least two partners, fully subscribing capital and paying in at least 50 percent of each parte social (LGSM arts. 5 and 64).
4. Register the deed in the Public Registry of Commerce, apply for the RFC within the month after signing (CFF art. 27) and register in the RNIE within 40 business days (LIE art. 32).
5. Open the partners' book and record every transfer there, publishing the notice in the Ministry of Economy system (LGSM art. 73).
6. Hold the yearly partners' meeting to approve the balance sheet and profit distribution (art. 78) and allocate the 5 percent legal reserve (art. 20).

Common traps

Too many partners. The cap of 50 partners rules the S. de R.L. out for employee equity plans or broad investor bases (LGSM art. 61).
Transfer without consent. A transfer approved by less than a majority of capital, or ignoring the 15 day first refusal right, is open to challenge, and an unrecorded transfer has no effect against third parties (LGSM arts. 65, 66 and 73).
Change of object needs everyone. One partner can block a change of corporate object or new obligations for partners (LGSM art. 83).
Concentration in one partner. Buying out the other partner leaves a dissolution cause (LGSM art. 229, fraction IV).
No buybacks by redemption unless planned. Partes sociales can only be redeemed if the bylaws in force when they were acquired allowed it (LGSM art. 71).
Assuming US flexibility is automatic. The election is a US filing; without it a foreign entity whose members all have limited liability defaults to corporate treatment (26 CFR 301.7701-3).

Sources

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