Countries › Mexico › Guide › 4. Entities and setup › Sociedad por acciones simplificada (S.A.S.) in Mexico: free online formation, who can use it, the 2026 revenue cap and yearly report

Sociedad por acciones simplificada (S.A.S.) in Mexico: free online formation, who can use it, the 2026 revenue cap and yearly report

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

The S.A.S. is formed online, free of charge, through the Ministry of Economy system with standard bylaws and the founders' advanced electronic signatures; a notary is optional. It is open only to one or more individuals, who may not control another commercial company, and its annual revenue may not exceed MXN 7,678,849.94 in 2026; foreign corporate groups cannot use it. There is no legal reserve and a shareholder acts as administrator, but the administrator must publish a yearly financial report, and two missed years lead to dissolution.

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 of an S.A.S.; individuals only	1 personsLGSM arts. 260 and 262, as of 2026-10-26 · in force
Maximum total annual revenue of an S.A.S., 2026	7678849.94 MXNLGSM art. 260; Ministry of Economy agreement DOF 26 December 2025, as of 2026-01-01 · in force
Time to pay S.A.S. shares after registration	1 yearsLGSM art. 265, as of 2026-10-26 · in force
Minimum notice for S.A.S. shareholders' meetings	5 business daysLGSM art. 268, as of 2026-10-26 · in force
Consecutive years without the yearly financial report that trigger dissolution	2 yearsLGSM art. 272, as of 2026-10-26 · in force
Government fee for online S.A.S. formation	0 MXNLGSM arts. 262 and 263; Ministry of Economy citizen guide, as of 2026-10-26 · in force
Legal reserve required in an S.A.S.	No textLGSM art. 20, as of 2026-10-26 · in force
Revenue ceiling for the RESICO regime for companies owned only by individuals	35000000 MXNLISR art. 206, as of 2026-10-26 · in force

The rule

1. Who can form one. An S.A.S. is formed by one or more individuals (personas físicas) only, whose liability is limited to paying their shares. They may not at the same time hold shares in another type of commercial company if that holding gives them control of the company or its management, as defined in the securities law. A foreign parent company therefore cannot be a shareholder.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Art. 260, first paragraph (chapter XIV added DOF 14 March 2016, in force 15 September 2016), 2016-03-14 official text · verified 2026-10-26

2. The revenue cap and forced transformation. Total annual revenue of an S.A.S. may not exceed the cap in the law, MXN 7,678,849.94 as updated by the Ministry of Economy agreement published in the DOF on 26 December 2025 for 2026. The cap is updated every 1 January for inflation using the CFF art. 17-A factor. If revenue exceeds it, the S.A.S. must transform into another company type; if shareholders do not transform it, they become liable to third parties subsidiarily, jointly and without limit.
Example: An S.A.S. with MXN 7,000,000 of revenue in 2026 is within the cap; at MXN 8,000,000 it must transform. / About USD 378,325 of revenue is within the 2026 cap of about USD 415,015; about USD 432,372 is over it.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Art. 260, second and third paragraphs (amount updated by agreements DOF 27 December 2022, 28 December 2023, 30 December 2024 and 26 December 2025), 2025-12-26 official text · verified 2026-10-26 · changed: Cap updated to MXN 7,678,849.94 for 2026 by Ministry of Economy agreement, DOF 26 December 2025.

3. How it is formed: online, free, notary optional. Formation requires only: one or more shareholders; their consent to the standard bylaws in the Ministry of Economy electronic system; a name authorization held by one of the shareholders; and a valid advanced electronic signature for every shareholder. No public deed or other formality may be required. The system opens a file, generates the bylaws signed electronically by all shareholders, checks them, sends them to the Public Registry of Commerce and issues the registration slip; the bylaws plus that slip prove the company exists. Shareholders answer for the truth of the data they enter. The Ministry of Economy describes formation as free of charge, with registration in the Public Registry of Commerce and the RFC done at no cost.
Cost to do it: Government cost: none for the name authorization or the online formation, Public Registry of Commerce and RFC registration, per the Ministry of Economy guides.
Example: MXN 0 in government fees. / USD 0 in government fees.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 5o. (second paragraph), 262 and 263, 2016-03-14 official text · verified 2026-10-26

4. What the standard bylaws contain. Only: name; shareholders' names, addresses, RFC numbers and electronic addresses; company domicile; duration; how shares are subscribed and paid; number, par value and nature of shares; votes per shareholder; object; and form of management. Shareholders are subsidiarily or jointly liable with the company for conduct punished as crimes. Contracts between a sole shareholder and the company must be registered 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, Art. 264, 2016-03-14 official text · verified 2026-10-26

5. Paying for shares. All shares must be paid within one year of registration in the Public Registry of Commerce, and once capital is fully paid the company must publish a notice 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, Art. 265, 2016-03-14 official text · verified 2026-10-26

6. Governance. The shareholders' meeting, made up of all shareholders, is the supreme body and decides by majority; meetings may be in person or electronic and a resolutions book must be kept. A sole shareholder is the supreme body. A shareholder acts as administrator and, by appointment alone, may sign all acts within the object. The administrator calls meetings by notice in the Ministry of Economy system at least five business days ahead; any shareholder may add items; if the administrator does not call a meeting within 15 days of a request, a court may. Bylaw amendments need a majority; any other organization requires transforming into another company type before a notary. Unless agreed otherwise, alternative dispute resolution is favored and profits follow shareholdings.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 266, 267, 268, 269, 270 and 271, 2016-03-14 official text · verified 2026-10-26

7. No legal reserve, but a yearly report. The 5 percent legal reserve rule does not apply to the S.A.S. Instead the administrator must publish a yearly report on the company's financial position in the Ministry of Economy electronic system; failing to do so for two consecutive years leads to dissolution once the Ministry issues a declaration of non compliance. In everything else S.A. rules apply, including those on merger, transformation, spin off, dissolution and liquidation.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 20 (reformed DOF 14 March 2016), 272 and 273, 2016-03-14 official text · verified 2026-10-26

8. Effect against third parties. An S.A.S. takes effect against third parties only once registered in the Public Registry of Commerce, which the online system does automatically.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Art. 2o. (paragraph added DOF 14 March 2016), 2016-03-14 official text · verified 2026-10-26

9. Income tax option for companies owned only by individuals. Mexican resident companies owned only by individuals with total revenue in the prior year up to MXN 35 million (or new companies expecting not to exceed it) are taxed under the simplified confidence regime for companies (Régimen Simplificado de Confianza, RESICO) in LISR Title VII, chapter XII, unless a shareholder controls another commercial company or is a related party under art. 90, or the company operates through a trust or joint venture. An S.A.S. within its cap meets the revenue test, so founders should check the control and related party exclusions.
Example: An S.A.S. with MXN 4,500,000 of revenue owned by two individuals with no other companies falls in the RESICO companies regime. / About USD 243,209 of revenue, well under the MXN 35 million (about USD 1,891,626) RESICO ceiling.Ley del Impuesto sobre la Renta (Income Tax Law, LISR), DOF 11 December 2013, last reform DOF 1 April 2024, Art. 206 (added DOF 12 November 2021), 2021-11-12 official text · verified 2026-10-26

10. Foreign individuals as founders. The S.A.S. bylaws require each shareholder's RFC, and the system requires every shareholder's advanced electronic signature issued by the tax authority (SAT), so a foreign individual must first register in the RFC and obtain the signature. Where a foreign individual holds shares, the company must also register in the RNIE within 40 business days.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023; Ley de Inversión Extranjera (Foreign Investment Law, LIE), DOF 27 December 1993, last reform DOF 27 May 2024, LGSM arts. 262, fraction IV, and 264, fraction IV; LIE art. 32, 2016-03-14 official text · verified 2026-10-26

Feature	Rule	Article
Shareholders	1 or more individuals; no control of another commercial company	260
Revenue cap 2026	MXN 7,678,849.94 (about USD 415,015), updated every 1 January	260
Formation	Online, Ministry of Economy system, standard bylaws, advanced electronic signature; notary optional	262 and 263
Government cost	Free (Ministry of Economy guides)	Ministry of Economy
Capital payment	Within 1 year of registration; notice once fully paid	265
Management	A shareholder as administrator	267
Meetings	Majority vote; notice 5 business days in Ministry of Economy system	266 and 268
Legal reserve	Not required	20
Yearly duty	Financial report in Ministry of Economy system; 2 missed years means dissolution	272
Exceeding the cap	Must transform; otherwise unlimited liability of shareholders	260

S.A.S. at a glance (LGSM chapter XIV)

Worked example

Two individuals, one Mexican and one Colombian resident in Mexico, want a small design studio. Each has an RFC and an advanced electronic signature, so they form an S.A.S. online in the Ministry of Economy system at no government cost (LGSM arts. 262 and 263).
They subscribe MXN 20,000 (about USD 1,081) of shares and must pay them within one year of registration (art. 265). Because one shareholder is foreign, the company registers in the RNIE within 40 business days (LIE art. 32).
In 2026 revenue reaches MXN 4,500,000 (about USD 243,209), under the S.A.S. cap of MXN 7,678,849.94 (about USD 415,015). The administrator publishes the yearly financial report in the Ministry of Economy system (art. 272).
When a US company later offers to invest, the founders transform the S.A.S. into an S.A. de C.V. before a notary (art. 269), because a company cannot be an S.A.S. shareholder (art. 260).

Step by step

1. Confirm every founder is an individual and none controls another commercial company (LGSM art. 260).
2. Each founder obtains an RFC and an advanced electronic signature from the SAT (art. 262, fraction IV).
3. One founder requests the free name authorization in the Ministry of Economy system (art. 262, fraction III).
4. Complete the online formation with the standard bylaws and sign electronically; the system registers the company in the Public Registry of Commerce and the RFC (art. 263).
5. Pay all shares within one year and publish the notice of full payment (art. 265); register in the RNIE within 40 business days if any shareholder is foreign (LIE art. 32).
6. Each year publish the financial report in the Ministry of Economy system (art. 272) and monitor revenue against the updated cap (art. 260).

Common traps

Foreign parent as shareholder. Only individuals may hold S.A.S. shares (LGSM art. 260); a foreign subsidiary must be an S.A. or S. de R.L.
Control of another company. A founder who controls another commercial company cannot be an S.A.S. shareholder (LGSM art. 260).
Growing past the cap without transforming. Shareholders become liable without limit to third parties (LGSM art. 260).
Skipping the yearly report. Two consecutive missed years trigger dissolution (LGSM art. 272).
Custom governance. The S.A.S. cannot adopt a board or tailored structures; that needs transformation before a notary (LGSM art. 269).
Old revenue figures. Some government guides still quote the original MXN 5 million cap; the law's figure for 2026 is MXN 7,678,849.94 (LGSM art. 260).

Sources

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