Countries › Mexico › Guide › 4. Entities and setup › Sociedad anónima promotora de inversión (S.A.P.I.) in Mexico: the private equity and venture vehicle, minority rights, buybacks and path to listing

Sociedad anónima promotora de inversión (S.A.P.I.) in Mexico: the private equity and venture vehicle, minority rights, buybacks and path to listing

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

The S.A.P.I. is an S.A. that opts into the Securities Market Law regime for private companies, the usual vehicle for venture capital, private equity and joint ventures with institutional investors. It must have a board of directors and gives minorities with 10 percent rights to name a director, an examiner, call meetings and postpone votes, with 15 percent to sue directors and 20 percent to challenge resolutions; shareholders may agree non competes of up to three years. Unlike an ordinary S.A., it may buy back its own shares by board resolution, issue shares with special economic rights, and later register its shares to become a S.A.P.I.B. on the way to a listing.

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

Voting shares entitling a S.A.P.I. minority to appoint one director (per block)	10 %LMV art. 16, fraction I, as of 2026-10-26 · in force
Capital share entitling S.A.P.I. shareholders to require a meeting or postpone a vote	10 %LMV art. 16, fraction III, as of 2026-10-26 · in force
Share of stock entitling S.A.P.I. shareholders to sue directors for the company	15 %LMV art. 16, fraction IV, as of 2026-10-26 · in force
Capital share entitling S.A.P.I. shareholders to challenge resolutions in court	20 %LMV art. 16, fraction V, as of 2026-10-26 · in force
Maximum term of a non compete agreed among S.A.P.I. shareholders	3 yearsLMV art. 16, fraction VI, letter a, as of 2026-10-26 · in force
Can a S.A.P.I. buy back its own shares	Yes, with prior board approval textLMV art. 17, as of 2026-10-26 · in force

The rule

1. Adopting the S.A.P.I. form. Any sociedad anónima may be formed as, or convert into, a sociedad anónima promotora de inversión, governed by the special rules of the Securities Market Law and otherwise by the LGSM. An existing S.A. needs a resolution of its extraordinary shareholders' meeting, and shareholders who vote against may withdraw at the book value of their shares once the resolution takes effect. The name must add "Promotora de Inversión" or "P.I.", so a typical name reads "S.A.P.I. de C.V.".Ley del Mercado de Valores (Securities Market Law, LMV), DOF 30 December 2005, last reform DOF 14 November 2025, Art. 12, 2005-12-30 official text · verified 2026-10-26

2. Bylaw flexibility beyond the ordinary S.A. In addition to the LGSM art. 91 contents, S.A.P.I. bylaws may: restrict transfers of shares of the same series; set exclusion, withdrawal or redemption causes and prices; issue non voting or limited voting shares, shares with non economic rights, shares with veto rights and, unlike the ordinary S.A., shares that limit or widen profit sharing or other special economic rights as an exception to LGSM art. 17; set deadlock mechanisms; widen, limit or deny preemptive rights with other means of publicity; and limit directors' and senior officers' liability under LMV art. 33. Share certificates must carry these terms.
Example: A venture round can create Series A preferred shares carrying a liquidation preference and a preferred dividend, special economic rights of the kind LMV art. 13, fraction III, letter c, allows.Ley del Mercado de Valores (Securities Market Law, LMV), DOF 30 December 2005, last reform DOF 14 November 2025, Art. 13, 2005-12-30 official text · verified 2026-10-26

3. Board required, optional listed style governance. Management must be entrusted to a board of directors. The S.A.P.I. may opt into the board, committee and liability regime of listed companies (sociedades anónimas bursátiles) without the independence requirement; if it does, it replaces the statutory examiner with an independent external auditor and a board committee performing audit functions.Ley del Mercado de Valores (Securities Market Law, LMV), DOF 30 December 2005, last reform DOF 14 November 2025, Arts. 14 and 15, 2005-12-30 official text · verified 2026-10-26

4. Minority rights at lower thresholds. Shareholders holding, alone or together, 10 percent of voting shares (even limited or restricted) may appoint and remove one director per 10 percent (removable by others only if the whole board is removed, and then not reappointable for 12 months) and one examiner per 10 percent; with 10 percent of capital they may require a meeting to be called or postpone a vote once for three calendar days. With 15 percent of shares (voting, limited, restricted or non voting) they may sue directors and examiners for the company without a shareholder resolution. With 20 percent of capital they may challenge shareholder resolutions in court on matters where they vote. These replace the 25 and 33 percent LGSM thresholds.
Example: A fund holding 22 percent may name two directors and two examiners, call meetings, sue directors and challenge resolutions.Ley del Mercado de Valores (Securities Market Law, LMV), DOF 30 December 2005, last reform DOF 14 November 2025, Art. 16, fractions I to V (fractions I and II reformed DOF 10 January 2014), 2014-01-10 official text · verified 2026-10-26

5. Shareholder agreements, including non competes. S.A.P.I. shareholders may agree non compete obligations limited in time, subject matter and geography, for no more than three years and subject to other laws such as competition law; tag along, drag along, put and call options and subscription commitments; arrangements on preemptive rights; voting agreements without the LGSM art. 198 limits; and agreements to sell in a public offering. These agreements are not enforceable against the company except by court order.Ley del Mercado de Valores (Securities Market Law, LMV), DOF 30 December 2005, last reform DOF 14 November 2025, Art. 16, fraction VI, 2005-12-30 official text · verified 2026-10-26

6. Buybacks without the S.A. ban. With prior board approval, an S.A.P.I. may acquire its own shares, either against equity (holding them without a capital reduction) or against capital (cancelling them or converting them into treasury shares). Resale needs no shareholder resolution and LGSM preemptive rights do not apply; while the company holds the shares they cannot vote or carry any economic right.Ley del Mercado de Valores (Securities Market Law, LMV), DOF 30 December 2005, last reform DOF 14 November 2025, Art. 17, 2005-12-30 official text · verified 2026-10-26

7. No publication of financial statements. S.A.P.I.s are exempt from the LGSM art. 177 option for shareholders to have the financial statements published in the Ministry of Economy system.Ley del Mercado de Valores (Securities Market Law, LMV), DOF 30 December 2005, last reform DOF 14 November 2025, Art. 18, 2005-12-30 official text · verified 2026-10-26

8. Path to the stock exchange: the S.A.P.I.B. An S.A.P.I. may register its shares in the National Securities Registry if its shareholders resolve to add "Bursátil" or "B" to the name and to adapt the bylaws to the listed company capital regime (dropping the transfer restriction, exclusion and special share terms of art. 13, fractions I to III), identify the controlling person or group, who sign the minutes, have at least one independent director, set up a corporate practices committee chaired by an independent director, and have the board secretary authenticate each shareholder's holding. It may then place shares on an exchange with or without a public offering, disclosing in the prospectus how its regime differs from a listed S.A.B. The reform of DOF 28 December 2023 repealed several of the conditions that arts. 19 and 20 previously imposed on these companies.
Cost to do it: CNBV fees to study and register securities apply (see Capital markets and finance).Ley del Mercado de Valores (Securities Market Law, LMV), DOF 30 December 2005, last reform DOF 14 November 2025, Arts. 19, 20 and 21 (reformed DOF 10 January 2014 and 28 December 2023), 2023-12-28 official text · verified 2026-10-26 · changed: Decree of DOF 28 December 2023 repealed art. 19, fraction I, letters b and c, and art. 20, fraction I, letter b, and fraction II, easing the S.A.P.I.B. conditions.

9. Everything else follows the S.A. Formation before a notary, two shareholders, 20 percent paid in, the legal reserve, the annual ordinary meeting within four months of year end, share registry notices, RNIE registration and tax registration all apply as for any S.A.Ley del Mercado de Valores (Securities Market Law, LMV), DOF 30 December 2005, last reform DOF 14 November 2025; Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, LMV art. 12; LGSM arts. 20, 89, 129 and 181, 2005-12-30 official text · verified 2026-10-26

Right	S.A.	S.A.P.I.
Name a director	25% of capital, boards of 3 or more (LGSM art. 144)	10% of voting shares, one per block
Name an examiner	25% (LGSM arts. 144 and 171)	10% of voting shares, one per block
Require a meeting	33% of capital (LGSM art. 184)	10% of capital
Postpone a vote	25% of shares represented (LGSM art. 199)	10% of capital
Sue directors for the company	25% of capital (LGSM art. 163)	15% of shares, including non voting
Challenge a resolution	25% of capital (LGSM art. 201)	20% of capital
Buy back own shares	Prohibited (LGSM art. 134)	Allowed with board approval (LMV art. 17)
Non compete among shareholders	Not regulated in the LGSM	Up to 3 years (LMV art. 16, fraction VI)

Minority thresholds: ordinary S.A. (LGSM) versus S.A.P.I. (LMV art. 16)

Worked example

A Mexican fintech founded as an S.A. de C.V. raises a Series A from a US fund. The extraordinary meeting converts it into an S.A.P.I. de C.V. (LMV art. 12); a dissenting angel investor may exit at book value.
The fund invests MXN 40,000,000 (about USD 2,161,859) for 20 percent through Series A preferred shares carrying a liquidation preference and a veto over new share issues (LMV art. 13, fraction III).
With 20 percent, the fund can name two directors, call meetings, sue directors and challenge resolutions (art. 16). The founders sign a three year non compete in the shareholders' agreement, the maximum allowed (art. 16, fraction VI).
Two years later the board approves buying back 2 percent of shares from a departing employee, which an ordinary S.A. could not do (LMV art. 17; LGSM art. 134).

Step by step

1. Form the company as an S.A.P.I. from the start, or convert an existing S.A. by extraordinary meeting resolution (LMV art. 12).
2. Draft bylaws with the share classes, transfer limits, deadlock and preemptive right terms allowed by LMV art. 13, and print those terms on the share certificates.
3. Set up a board of directors (art. 14) and decide whether to opt into the listed company governance regime with an external auditor and audit committee (art. 15).
4. Sign a shareholders' agreement for non competes, drag and tag, options and voting terms (art. 16, fraction VI), mirroring enforceable terms in the bylaws.
5. Complete the usual S.A. registrations: Public Registry of Commerce, RFC, RNIE, beneficial owner file (see the S.A. page).

Common traps

Agreement terms not in the bylaws. Shareholders' agreements are not enforceable against the company except by court order (LMV art. 16, fraction VI, last paragraph).
Non competes over three years. Longer non competes among shareholders fall outside the LMV safe harbor and remain subject to competition law (LMV art. 16, fraction VI, letter a).
Low thresholds work both ways. A 10 percent holder can call meetings and name a director (LMV art. 16); cap table planning should account for this.
Treasury shares have no rights. Bought back shares cannot be voted or receive dividends while held by the company (LMV art. 17).
Listing changes the bylaws. On becoming a S.A.P.I.B., the special transfer restrictions and special share terms of art. 13, fractions I to III, must come out (LMV art. 19).

Sources

← Sociedad por acciones simplificada (S.A.S.) in Mexico: free online formation, who can use it, the 2026 revenue cap and yearly reportBranch of a foreign company in Mexico: Ministry of Economy authorization, registration, permanent establishment tax and remittances →