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Personal liability when exiting Mexico: directors, liquidators, controlling shareholders, tax representatives and the company itself

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

Exiting badly can make people personally liable: directors answer for new operations after dissolution, liquidators answer for taxes the company should have paid and those caused during their tenure, and general managers answer for unpaid taxes in listed situations. Controlling shareholders are liable for company taxes not covered by its assets, up to their percentage, if the company commits listed failures such as disappearing from its tax address or not paying over withheld taxes. Shareholders who lie in the express liquidation route answer without limit, and Mexican tax representatives of foreign sellers or redomiciled companies are jointly liable for the taxes they represent.

USD conversions use MXN 18.6638 per US dollar, the US Federal Reserve H.10 noon buying rate in New York for 23 October 2026 (FRED series DEXMXUS), the latest observation available when this page was verified. Mexican tax law uses the Banxico FIX for foreign currency amounts, which differs slightly. Conversions are for orientation only.

Key facts

Voting power that counts as effective control for shareholder tax liability	More than 50 % of capitalCFF art. 26, section X, as of 2026-10-26 · in force
Purchases from listed invoice mills that trigger shareholder liability	9,736,810 MXN per yearCFF art. 26, section X, item h, as of 2026-10-26 · in force
Joint liability covers fines	No CFF art. 26, last paragraph, as of 2026-10-26 · in force

The rule

1. Liquidators and insolvency trustees are jointly and severally liable for the taxes the company in liquidation or bankruptcy should have paid and for those caused during their tenure. Persons holding the general management or sole administration are jointly liable for taxes caused or not withheld during their tenure, in the part not secured by the company's assets, when the company incurs any of the failures listed in section X.
Cost to do it: Exposure: the unpaid taxes and accessories, but not the company's fines.
Example: A liquidator distributes all cash to shareholders while a MXN 10,000,000 tax assessment is pending. SAT can pursue the liquidator personally. / Exposure of about USD 535,797.Código Fiscal de la Federación (CFF), DOF 31 December 1981 (Chamber of Deputies consolidated text, last reform DOF 9 April 2026), Art. 26, section III, 1981-12-31 official text · verified 2026-10-26

2. Shareholders are jointly liable for taxes caused by the company's activities while they were shareholders, in the part not covered by the company's assets and up to their share of capital, when the company: did not register in the RFC; changed address without notice after an audit or tax debt was notified; does not keep, hides or destroys its accounting; leaves its tax address without notice; cannot be found at its registered address; fails to pay over taxes withheld or collected; is definitively listed as an invoice mill; failed to prove purchases from invoice mills above MXN 9,736,810 in a year; or is listed for improperly transferring tax losses. The liability applies only to shareholders with effective control: able to impose decisions at meetings or appoint most directors, holding votes over more than 50 percent of capital, or directing management or strategy.
Cost to do it: Exposure: percentage of capital times the omitted tax not covered by the company's assets.
Example: A company that vanished from its tax address leaves MXN 10,000,000 of unpaid tax and no assets; a controlling 60 percent shareholder is liable for MXN 6,000,000. / About USD 321,478.Código Fiscal de la Federación (CFF), DOF 31 December 1981 (Chamber of Deputies consolidated text, last reform DOF 9 April 2026), Art. 26, section X, 1981-12-31 official text · verified 2026-10-26 · changed: The DOF 12 November 2021 reform limited this liability to shareholders with effective control and added the invoice mill and loss trading cases.

3. Joint liability covers accessories (restatement and surcharges) but not fines, without preventing sanctions for the responsible person's own acts or omissions.
Cost to do it: Fines stay with the company unless the person committed its own infraction.
Example: A liquidator liable for MXN 10,000,000 of tax also owes the surcharges, but not the company's fine. / Not a monetary rule.Código Fiscal de la Federación (CFF), DOF 31 December 1981 (Chamber of Deputies consolidated text, last reform DOF 9 April 2026), Art. 26, last paragraph, 1981-12-31 official text · verified 2026-10-26

4. Directors who start new operations after dissolution are jointly liable for them; liquidators are the company's legal representatives and are liable for acts beyond their mandate.
Cost to do it: Exposure: the value of the unauthorized operations or acts.
Example: A liquidator who sells a property below value to a related party, beyond the meeting's instructions, answers for the loss. / Not a monetary rule.Ley General de Sociedades Mercantiles (LGSM), DOF 4 August 1934 (Chamber of Deputies consolidated text, last reform DOF 20 October 2023), Arts. 233 and 235, 1934-08-04 official text · verified 2026-10-26

5. In the express route, shareholders who make a false statement are jointly, severally and without limit liable to third parties, in addition to any criminal liability.
Cost to do it: Unlimited exposure.
Example: An undisclosed lease debt of MXN 800,000 can be claimed in full from any shareholder. / About USD 42,864.Ley General de Sociedades Mercantiles (LGSM), DOF 4 August 1934 (Chamber of Deputies consolidated text, last reform DOF 20 October 2023), Art. 249 Bis 1, last paragraph, 2018-01-24 official text · verified 2026-10-26

6. The Mexican representative of a company that changes its residence abroad is jointly liable for the company's taxes; a representative of a foreign seller of Mexican shares voluntarily assumes joint liability up to the seller's taxes. A Mexican company that records a share transfer without proof of tax payment, or fails to report sales between foreign residents, is jointly liable for the seller's tax.
Cost to do it: Representatives usually require fees plus an indemnity or guarantee.
Example: The representative of a seller that took the 35 percent option is pursued for unpaid tax within the seller's tax amount. / Not a monetary rule.Ley del Impuesto sobre la Renta (LISR), DOF 11 December 2013 (Chamber of Deputies consolidated text, last reform DOF 1 April 2024), LISR arts. 12 and 174; CFF art. 26, section XI, 2013-12-11 official text · verified 2026-10-26

Person	Liable for	Limit	Rule
Directors	Operations started after dissolution	None	LGSM art. 233
Liquidator	Company taxes due and those caused during tenure	None stated	CFF art. 26 III
General manager or sole administrator	Taxes during tenure, if listed failures	Part not secured by company assets	CFF art. 26 III
Controlling shareholder	Company taxes, if listed failures	Percentage of capital	CFF art. 26 X
Express route shareholders	Third party debts if statement false	Unlimited	LGSM art. 249 Bis 1
Tax representative	Represented taxes	Represented person's taxes	LISR arts. 12, 174
The Mexican company	Seller's share sale tax	Seller's tax	CFF art. 26 XI

Who can be personally liable on exit (CFF art. 26; LGSM; LISR)

Worked example

A foreign parent appoints a local manager as liquidator and then empties the company's account abroad before a tax audit closes. The liquidator can be pursued for the assessed tax; if the company also stops being locatable, the parent as controlling shareholder can be pursued for its percentage of the unpaid tax.

Step by step

1. Keep the company locatable at its tax address until SAT cancels the RFC.
2. Do not distribute to shareholders while audits or assessments are open; reserve for them.
3. Give liquidators a written mandate and indemnity, and require reports.
4. Pay over every tax withheld before closing.
5. Use the express route only with certainty that there are no debts.

Common traps

Distributing cash with an audit open: the liquidator becomes personally exposed (CFF art. 26 III).
Abandoning the tax address before cancellation: it triggers controlling shareholder liability (CFF art. 26 X).
Appointing a local employee as liquidator without indemnity: few will accept the exposure.

Sources

← Deregistering a Mexican company: cancelling the RFC with SAT, the clean compliance conditions, the foreign investment registry and record keepingClosing the Mexican branch of a foreign company: profit remittances, RFC cancellation for cessation, the foreign investment registry and staff →