Countries › Mexico › Guide › 4. Entities and setup › Sociedad anónima (S.A. de C.V.) in Mexico: formation, capital, shares, board, statutory examiner, meetings and yearly duties

Sociedad anónima (S.A. de C.V.) in Mexico: formation, capital, shares, board, statutory examiner, meetings and yearly duties

Argentina. For full detail on Argentina, go to The Argentine Thread.

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

The sociedad anónima is Mexico's default corporate vehicle for foreign groups: at least two shareholders, no statutory minimum capital, 20 percent of cash capital paid in at signing, and limited liability. It is formed before a notary or commercial notary, managed by a sole administrator or a board, overseen by one or more statutory examiners (comisarios), and its bylaws can carry veto shares, transfer limits, drag and tag rights and deadlock mechanics. Each year it must hold an ordinary meeting within four months of year end, set aside 5 percent of net profit for the legal reserve, record share transfers and publish notices in the Ministry of Economy electronic system.

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 an S.A.	2 personsLGSM art. 89, fraction I, as of 2026-10-26 · 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 2026-10-26 · in force
Minimum paid in on formation for each S.A. share payable in cash	20 %LGSM art. 89, fraction III, as of 2026-10-26 · in force
Share of yearly net profit set aside for the legal reserve	5 %LGSM art. 20, as of 2026-10-26 · in force
Legal reserve target as a share of capital	20 %LGSM art. 20, as of 2026-10-26 · in force
Ordinary shareholders' meeting deadline after fiscal year end	4 monthsLGSM art. 181, as of 2026-10-26 · 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 2026-10-26 · in force
Default notice period for shareholders' meetings, published in the Ministry of Economy system	15 daysLGSM art. 186, as of 2026-10-26 · in force
Default quorum for an extraordinary meeting on first call	75 % of capitalLGSM art. 190, as of 2026-10-26 · in force
Period to exercise the preemptive right after publication of a capital increase	15 daysLGSM art. 132, as of 2026-10-26 · in force
Deadline to issue share certificates after the deed or capital increase	1 yearsLGSM art. 124, as of 2026-10-26 · in force
Deadline to register a company with foreign investment in the RNIE	40 business daysLIE art. 32, as of 2026-10-26 · in force

The rule

1. What an S.A. is and how it is named. A sociedad anónima exists under a corporate name (denominación) and is made up only of shareholders whose obligation is limited to paying for their shares. The name is freely chosen but must differ from any other company's and be followed by "Sociedad Anónima" or "S.A."; in practice almost all add "de Capital Variable" (de C.V.), which the law allows for the S.A. so that capital above a fixed minimum can move without a bylaw amendment.
Cost to do it: No fee in the LGSM itself; the name authorization is a free Ministry of Economy procedure (see the incorporation checklist).
Example: Example name: "Manufacturas Norte, S.A. de C.V." / Not applicable.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 1o. (last paragraph), 87, 88 and 215, 1934-08-04 official text · verified 2026-10-26

2. Formation: two shareholders, capital fully subscribed, 20 percent paid in. To form an S.A. there must be at least two shareholders, each subscribing at least one share; the bylaws must set the minimum capital, which must be fully subscribed; at least 20 percent of each share payable in cash must be paid in, and every share paid with other assets must be paid in full. The company is formed by appearance before a notary or commercial notary (fedatario público), or by public subscription under the securities law. Since 2012 there is no statutory minimum capital amount.
Cost to do it: Capital is whatever the bylaws set. Notary fees and the state Public Registry of Commerce fee are set by each notary and state and are not shown here.
Example: With fixed minimum capital of MXN 50,000 paid in cash, at least MXN 10,000 must be paid in at signing (20 percent). / On USD 2,702 of fixed capital, at least about USD 540 must be 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. 5, 89 (fraction II reformed DOF 15 December 2011, in force 1 January 2012) and 90 (reformed DOF 13 June 2014), 1934-08-04 official text · verified 2026-10-26

3. What the bylaws must contain. Beyond the general items for every company (partners, object, name, duration, which may be indefinite, capital, contributions, domicile, management, profit sharing, reserve, dissolution, liquidation, and rules for meetings, including electronic ones since 20 October 2023), an S.A. deed must state the paid in capital, the number, par value and nature of the shares, how unpaid amounts will be paid, any founders' profit share, the appointment of one or more statutory examiners and the powers of the shareholders' meeting.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 6o. (fraction XIV added DOF 20 October 2023) and 91, fractions I to VI, 1934-08-04 official text · verified 2026-10-26

4. Joint venture clauses allowed in any S.A. Since 13 June 2014 the bylaws of any S.A., not only of a S.A.P.I., may: restrict transfers of shares of the same series beyond the board approval rule; set exclusion, withdrawal or redemption rights and their price; issue shares without vote or with vote limited to some matters, shares with non economic rights, or shares that carry a veto or require the favorable vote of one or more shareholders; set deadlock mechanisms; widen, limit or deny preemptive rights; and limit directors' and officers' liability for damages except for willful misconduct, bad faith or illegal acts. Such shares count for quorum only on matters where they vote.
Example: A 70 to 30 joint venture can give the minority Series B shares a veto over budgets, new debt above an agreed amount and related party contracts, all written into the bylaws.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Art. 91, fraction VII (added DOF 13 June 2014), 2014-06-13 official text · verified 2026-10-26

5. Shares, the share registry and transfer notices. Shares are registered (nominativas) securities of equal value and rights unless the bylaws create classes. Share certificates must be issued within one year of the deed or capital increase; until then provisional certificates may be used. The company must keep a share registry and treats as owner only the person registered there; it must enter transfers at the request of any holder and, since 14 June 2018, publish a notice of each entry in the Ministry of Economy electronic system, where the holder's name, nationality and address are kept confidential. Bylaws may require board approval of transfers, with the board able to refuse by naming a buyer at market price.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 111, 112, 124, 128, 129 (paragraphs added DOF 14 June 2018) and 130, 1934-08-04 official text · verified 2026-10-26

6. Capital rules. Shares may not be issued below par, new shares may not be issued until earlier ones are fully paid, and the company may not acquire its own shares except by court award in payment of a debt (then it must resell within three months or cancel them) nor lend against its own shares. Shareholders have a preemptive right to subscribe new shares pro rata, exercisable within 15 days after the capital increase resolution is published in the Ministry of Economy electronic system, unless the bylaws limit it under art. 91. Shares paid in kind stay deposited with the company for two years and the contributor must make up any shortfall if the asset proves to be worth 25 percent less than its contribution value.
Example: A shareholder contributes a machine valued at MXN 1,000,000 for shares. If within two years it proves to be worth MXN 700,000, the shareholder must pay the MXN 300,000 difference. / A machine valued at about USD 54,046 that proves to be worth about USD 37,833 leaves a gap of about USD 16,214 the shareholder must cover.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 115, 132 (reformed DOF 13 June 2014), 133, 134, 139 and 141, 1934-08-04 official text · verified 2026-10-26

7. Management: sole administrator or board. Management is entrusted to one or more temporary and revocable agents, who may or may not be shareholders; two or more form a board of directors. The board needs at least half its members present and decides by majority of those present, with a casting vote for the chair. Bylaws may allow unanimous written resolutions and, since 20 October 2023, board sessions by electronic means with the same validity as in person. With three or more directors, a minority holding 25 percent of capital (10 percent in listed companies) names at least one director. Directors must disclose and abstain on conflicts, keep non public information confidential during office and for one year after, and are jointly liable for the reality of contributions, lawful dividends, accounting systems and carrying out shareholder resolutions. Shareholders with 25 percent of capital may sue directors directly for the company.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 142, 143 (paragraph added DOF 20 October 2023), 144, 156, 157, 158 and 163, 1934-08-04 official text · verified 2026-10-26

8. Oversight: the statutory examiner (comisario). Oversight is entrusted to one or more temporary and revocable comisarios, who may be outsiders. Employees of the company, employees of a shareholder holding more than 25 percent, employees of a subsidiary more than 50 percent owned, and close relatives of directors may not serve. The comisario may demand monthly financial statements, attends board and shareholder meetings with voice but no vote, and must give the ordinary meeting a yearly report on whether the board's accounting policies are adequate, consistently applied and give a true and sufficient picture.
Cost to do it: Comisario fees are private; groups often appoint an outside accountant.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 164, 165 (reformed DOF 23 January 1981) and 166, 1934-08-04 official text · verified 2026-10-26

9. Shareholders' meetings: ordinary and extraordinary. The ordinary meeting must be held at least once a year within the four months after year end to approve the directors' report (prepared with the comisario's report and available 15 days before) and appoint directors and examiners. Extraordinary meetings decide on duration, early dissolution, capital increases or reductions, change of object or nationality, transformation, merger, preferred shares, redemption, bonds and any other bylaw amendment. Notice is published in the Ministry of Economy electronic system 15 days ahead unless the bylaws set another period. Default quorum and majorities: ordinary, half of capital present and majority of votes present; extraordinary, three quarters present and votes of half of capital (on second call, any attendance, but extraordinary decisions always need half of capital). Unanimous written resolutions and electronic meetings are valid if the bylaws allow them. Minutes of extraordinary meetings are notarized and registered.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 172, 173, 178 (paragraphs added DOF 11 June 1992 and 20 October 2023), 181, 182, 186 (reformed DOF 20 October 2023), 189, 190, 191 and 194, 1934-08-04 official text · verified 2026-10-26

10. Minority protections. Holders of 33 percent of capital may require a meeting to be called; a single share suffices when no meeting has been held for two consecutive years. Holders of 25 percent of shares represented may postpone a vote once for three days if they consider themselves insufficiently informed. Holders of 25 percent of capital who did not attend or voted against may challenge a resolution in court within 15 days. A shareholder who votes against a change of object, change of nationality or transformation may withdraw and be repaid in proportion to net assets per the last approved balance sheet, if requested within 15 days.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 184, 185, 199, 201 and 206, 1934-08-04 official text · verified 2026-10-26

11. Shareholder agreements. Shareholders may agree among themselves tag along, drag along, put and call options at a set or determinable price, commitments to subscribe shares, arrangements on preemptive rights, voting agreements and agreements to sell in a public offering. These agreements bind the parties but are not enforceable against the company except by court order, so the key terms should also be reflected in the bylaws under art. 91.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Art. 198 (reformed DOF 13 June 2014), 2014-06-13 official text · verified 2026-10-26

12. Profits, legal reserve and capital reduction. Profits may be distributed only after the shareholders approve the financial statements showing them and once prior losses are restored or absorbed; those who receive or pay early distributions must return them. At least 5 percent of net profit must be set aside each year until the legal reserve equals one fifth of capital, and directors who skip it are personally liable for the amount. A capital reduction by repayment to shareholders must be published in the Ministry of Economy electronic system, and creditors may oppose it in court until five days after the last publication. The fiscal year is the calendar year.
Example: Net profit of MXN 2,000,000 on capital of MXN 1,000,000: at least MXN 100,000 goes to the legal reserve, which is complete once it reaches MXN 200,000. / Net profit of about USD 108,093 on capital of about USD 54,046: at least about USD 5,405 goes to the reserve, complete at 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. 8o.-A, 9o., 18, 19, 20 and 21, 1934-08-04 official text · verified 2026-10-26

13. Keeping two shareholders. Falling below the legal minimum number of shareholders, or loss of two thirds of capital, is a ground for dissolution, which must be registered once the company confirms the cause.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 229, fractions IV and V, and 232 (reformed DOF 24 January 2018), 1934-08-04 official text · verified 2026-10-26

14. Investment registry and tax registration. An S.A. with any foreign shareholder must register in the National Foreign Investment Registry (RNIE) within 40 business days of incorporation and renew yearly; the notary must check registration when the company signs later deeds. The notary must also require proof, within the month after signing, that the company applied for its federal taxpayer registration (RFC), and record each shareholder's RFC in the deed; the company records RFCs in the share registry and files a notice each time shareholders change, stating ownership percentages and who exercises effective control. Foreign resident shareholders need no RFC if the company files a yearly list of them within three months of year end.Ley de Inversión Extranjera (Foreign Investment Law, LIE), DOF 27 December 1993, last reform DOF 27 May 2024; Código Fiscal de la Federación (Federal Tax Code, CFF), DOF 31 December 1981, last reform DOF 9 April 2026, LIE arts. 32, 34 and 35; CFF art. 27, section A, fractions I to III, section B, fractions V, VI, VIII and IX, and the paragraph on shareholders resident abroad, 1993-12-27 official text · verified 2026-10-26

15. Tax status in the US for US investors. The Mexican Sociedad Anonima is on the US list of foreign entities always treated as corporations, so a US parent cannot elect transparency for it; the S. de R.L. is the usual alternative when that matters. This is a US rule and does not change Mexican tax.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), 1996-12-18 official text · verified 2026-10-26

16. Argentina link, high level only. Mexico and Argentina have an agreement to avoid double taxation on income and capital, with protocol, signed in Mexico City on 4 November 2015, approved in Argentina by Ley 27.334 and in force since 23 August 2017. An Argentine parent of a Mexican S.A. should check the agreement's dividend article against the 10 percent Mexican dividend withholding. Read it together with the Argentine side of the rules in the Argentine guide.Agreement between Mexico and Argentina to avoid double taxation and prevent tax evasion on income and capital taxes, and protocol; Argentine approval Ley 27.334, Boletín Oficial 21 December 2016, Whole instrument (approval and entry into force), 2017-08-23 official text · verified 2026-10-26

Decision	Body	Quorum	Majority	Article
Approve annual report, appoint directors and examiners	Ordinary meeting	Half of capital (any attendance on second call)	Majority of votes present	Arts. 181, 189 and 191
Capital increase or reduction, merger, transformation, bylaw amendment	Extraordinary meeting	Three quarters of capital (any attendance on second call)	Votes of half of capital	Arts. 182, 190 and 191
Board resolutions	Board	Half of directors	Majority of those present; chair's casting vote	Art. 143
Call a meeting	Shareholders	33 percent of capital (one share after two years without meetings)	Not applicable	Arts. 184 and 185
Challenge a resolution in court	Shareholders	25 percent of capital	Within 15 days	Art. 201
Sue directors for the company	Shareholders	25 percent of capital	Not applicable	Art. 163
Withdraw on change of object, nationality or transformation	Dissenting shareholder	Any holding	Within 15 days	Art. 206

Default S.A. decision thresholds under the LGSM (bylaws may raise them)

Worked example

A German group forms "Componentes Bajío, S.A. de C.V." with its parent holding 99 shares and a group affiliate 1 share, so the two shareholder minimum is met from day one (LGSM art. 89).
Fixed minimum capital is MXN 50,000 (about USD 2,702), all in cash; MXN 10,000 (about USD 540) is paid in at signing, the legal floor of 20 percent (art. 89, fraction III). Variable capital of MXN 5,000,000 (about USD 270,232) is later subscribed by board call under the bylaws and recorded in the capital variations book (arts. 216 and 219).
The bylaws provide a sole administrator, one outside comisario, electronic meetings (arts. 6o., fraction XIV, and 178) and a board approval right over transfers (art. 130).
In year one the company earns net profit of MXN 2,000,000 (about USD 108,093). The ordinary meeting, held by 30 April, approves the statements, sets aside MXN 100,000 (about USD 5,405) for the legal reserve (art. 20) and only then declares a dividend (art. 19).

Step by step

1. Confirm the activity is open to foreign capital or obtain any needed CNIE approval (see Investing).
2. Obtain the name authorization from the Ministry of Economy, free and resolved within two business days (LIE arts. 15 and 16 A).
3. Agree the bylaws: share classes, transfer limits, vetoes and deadlock mechanics under art. 91, fraction VII, and electronic meetings under art. 6o., fraction XIV; sign a shareholders' agreement for terms that need not be in the bylaws (art. 198).
4. Sign the deed before a notary or commercial notary with at least two shareholders and pay in at least 20 percent of cash capital (arts. 5 and 89).
5. Register the deed in the Public Registry of Commerce; if it is not filed within 15 days any shareholder can sue to force registration, and anyone who trades for the company before registration is jointly and personally liable (art. 7o.).
6. Within the month after signing, file the RFC application and obtain the advanced electronic signature (CFF art. 27).
7. Within 40 business days, register in the RNIE (LIE art. 32), then open the share registry, capital variations book, minutes books and beneficial owner file.
8. Calendar the yearly cycle: foreign shareholder list by 31 March, annual meeting by 30 April, RNIE renewal in April or May depending on the first letter of the name, and reserve allocation before dividends (see Annual compliance).

Common traps

Single shareholder S.A. There is no single member S.A.; if one shareholder ends up with all shares, the company has a dissolution cause (LGSM arts. 89 and 229, fraction IV).
Trading before registration. People who act for the company before the deed is registered are personally, jointly and without limit liable for those dealings (LGSM art. 7o.).
Shareholder agreement only. Vetoes or transfer limits left only in a shareholders' agreement cannot be enforced against the company without a court order (LGSM art. 198); put them in the bylaws under art. 91.
Unpublished share transfer. The company treats as owner only the registered holder, and each entry must be noticed in the Ministry of Economy system (LGSM art. 129).
Comisario conflicts. An employee of the parent that owns more than 25 percent cannot be comisario (LGSM art. 165, fraction II).
Proxies. Directors and comisarios may not act as proxies for shareholders at meetings (LGSM art. 192).
Own shares. An ordinary S.A. cannot buy back its own shares (LGSM art. 134); groups that want buybacks use the S.A.P.I., which may (LMV art. 17).
Dividends before approval. Interim dividends paid before the statements are approved can be clawed back from recipients and directors (LGSM art. 19).

Sources

← Choosing a legal entity in Mexico: S.A., S. de R.L., S.A.S. or branch, with capital, governance, registration and annual compliance rulesSociedad de responsabilidad limitada (S. de R.L. de C.V.) in Mexico: partners, partes sociales, managers, transfers and yearly duties →