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Dissolution and ordinary liquidation of a Mexican company: causes, the shareholders' meeting, the liquidator, the final balance and the SAT notices

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

Closing a Mexican company is a two stage legal process: the company is first dissolved, with the cause recorded in the Public Registry of Commerce, and then liquidated by one or more liquidators who act as its legal representatives. The liquidator finishes pending business, collects, pays creditors, sells assets, prepares a final balance that is published in the Ministry of Economy electronic system, gives shareholders 15 days to object and then pays them against their share certificates. In parallel the liquidator files two free SAT notices (start of liquidation and cancellation for total liquidation of assets) and must keep the books for ten years; this ordinary route is the only one open to a subsidiary owned by a foreign company.

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

Loss of capital that triggers dissolution	Two thirds of share capital LGSM art. 229, section V, as of 2026-10-26 · in force
Period to sue to cancel a recorded dissolution	30 daysLGSM art. 232, as of 2026-10-26 · in force
Extraordinary meeting quorum on first call (S.A.)	75 % of capitalLGSM art. 190, as of 2026-10-26 · in force
Vote needed for dissolution (S.A.)	50 % of capitalLGSM arts. 190 and 191, as of 2026-10-26 · in force
Shareholder claims period after the final balance is published	15 daysLGSM art. 247, section II, as of 2026-10-26 · in force
Unclaimed liquidation payouts deposited with a bank after	2 monthsLGSM art. 249, as of 2026-10-26 · in force
Books kept by the liquidator after liquidation	10 yearsLGSM art. 245, as of 2026-10-26 · in force
SAT fee for the start of liquidation and cancellation notices	0 MXNRMF 2026 Annex 2, sheets 128/CFF and 129/CFF, as of 2026-10-26 · in force

The rule

1. A company is dissolved for one of six legal causes: expiry of its term, impossibility or completion of its main purpose, a shareholder resolution, the number of shareholders falling below the legal minimum or all interests uniting in one person, the loss of two thirds of its capital, or a court or administrative resolution. Except where the term simply expires, once the company confirms a cause, the cause must be recorded immediately in the Public Registry of Commerce. If it is not recorded, any interested person may ask a judge to order it; anyone who believes no cause existed may sue to cancel the recording within 30 days of it.
Cost to do it: No federal fee is set in the LGSM for the recording. Registry fees are set by each state and notary fees are agreed privately; obtain quotes before the meeting.
Example: A Mexican S.A. with share capital of MXN 30,000,000 accumulates losses of MXN 21,000,000. Because more than two thirds (MXN 20,000,000) of the capital is lost, a legal cause of dissolution exists unless the shareholders restore capital. / Capital of about USD 1,607,390, losses of about USD 1,125,173; the trigger is crossed at about USD 1,071,593 of losses.Ley General de Sociedades Mercantiles (LGSM), DOF 4 August 1934 (Chamber of Deputies consolidated text, last reform DOF 20 October 2023), Arts. 229 and 232, 1934-08-04 official text · verified 2026-10-26 · changed: The DOF 24 January 2018 reform added dissolution by court or administrative resolution (art. 229, section VI) and required immediate recording of the cause in the Public Registry of Commerce (art. 232).

2. For a sociedad anónima, early dissolution is a matter for an extraordinary shareholders' meeting. Unless the bylaws require more, at least three quarters of the capital must be represented on first call and the resolution needs shares representing half of the capital; on second call the meeting may be held with any attendance, but the resolution still needs half of the capital.
Cost to do it: Notarizing (protocolizing) the minutes is the normal practice so that they can be recorded; the cost is a private notary fee.
Example: A foreign parent holding 99 percent of an S.A., with a local individual holding 1 percent, can pass the dissolution alone because it holds more than half the capital and, by attending, ensures the three quarters quorum. / 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. 182, section II, 190 and 191, 1934-08-04 official text · verified 2026-10-26

3. From the end of the term, the dissolution resolution or the confirmation of a cause, the directors may not start new operations. If they do, they are jointly and severally liable for them. Until the liquidators' appointment is recorded in the Public Registry of Commerce and they take office, the directors stay in post.
Cost to do it: Exposure, not a fee: the directors answer personally for the full value of any new operation.
Example: The board of a dissolved company signs a new 12 month supply contract worth MXN 6,000,000. The directors are jointly and severally liable for it. / Personal exposure of about USD 321,478.Ley General de Sociedades Mercantiles (LGSM), DOF 4 August 1934 (Chamber of Deputies consolidated text, last reform DOF 20 October 2023), Arts. 233 and 237, 1934-08-04 official text · verified 2026-10-26

4. Liquidation is run by one or more liquidators who are the company's legal representatives and are liable for acts beyond their mandate. Unless the bylaws say otherwise, the shareholders appoint them at the same meeting that resolves or recognizes the dissolution, with the majority required for dissolution; failing that, a judge appoints them at the request of any shareholder. Several liquidators must act jointly, and their appointment can be revoked by the shareholders or by a judge for serious cause. The directors must hand over all assets, books and documents with an inventory of assets and liabilities.
Cost to do it: Liquidator fees are private and not regulated by the LGSM. Groups often appoint an employee or a local professional; budget for the liquidator for the whole period, including the annual tax returns.
Example: The shareholders appoint the company's controller as sole liquidator at the dissolution meeting; the directors hand over the books, bank tokens and an inventory listing MXN 8,000,000 of receivables and MXN 3,500,000 of payables. / Receivables of about USD 428,637 and payables of about USD 187,529.Ley General de Sociedades Mercantiles (LGSM), DOF 4 August 1934 (Chamber of Deputies consolidated text, last reform DOF 20 October 2023), Arts. 235, 236, 238, 239 and 241, 1934-08-04 official text · verified 2026-10-26

5. Unless the shareholders or the bylaws provide otherwise, the liquidators conclude pending operations, collect and pay debts, sell the company's assets, settle each shareholder's share and prepare the final balance. No shareholder may demand full payment while creditors remain unpaid (or their claims deposited); a partial distribution compatible with creditors' interests is allowed, but it must be published in the Ministry of Economy electronic system and creditors may oppose it in court as they can oppose a capital reduction, from the decision until five days after publication.
Cost to do it: Publication in the Ministry of Economy electronic system (PSM) has no fee set in the LGSM.
Example: With MXN 12,000,000 in the bank and a disputed MXN 2,000,000 supplier claim, the liquidator can make a published partial distribution of MXN 9,000,000 and keep MXN 3,000,000 back until the dispute ends. / Partial distribution of about USD 482,217, reserve of about USD 160,739.Ley General de Sociedades Mercantiles (LGSM), DOF 4 August 1934 (Chamber of Deputies consolidated text, last reform DOF 20 October 2023), Arts. 242, 243 and 9, 1934-08-04 official text · verified 2026-10-26

6. In an S.A., the final balance shows each shareholder's share and is published in the Ministry of Economy electronic system; the balance, books and papers stay available to shareholders, who have 15 days from the publication to file claims with the liquidators. The liquidators then call a general meeting, chaired by one of them, to approve the balance definitively, deposit it in the Public Registry of Commerce and pay shareholders against delivery of their share certificates. Amounts not collected within two months of approval are deposited with a credit institution in the shareholder's name. Finally the liquidators obtain cancellation of the company's registration.
Cost to do it: No federal fee in the LGSM; registry fees for depositing the balance and cancelling the registration are set by each state.
Example: The final balance is published on 2 March; shareholder claims can be made until 17 March (15 days); the approving meeting is held on 20 March and the parent is paid against surrender of its certificates. / 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. 242, sections V and VI, 247, 248 and 249, 1934-08-04 official text · verified 2026-10-26

7. Liquidators keep the company's books and papers for ten years after the liquidation ends, on paper or in electronic form complying with the Ministry of Economy standard on digital conservation.
Cost to do it: Storage cost only; electronic storage is allowed if it meets the digital conservation standard.
Example: A liquidation that ends in June 2027 requires the books to be kept until June 2037. / 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), Art. 245, 1934-08-04 official text · verified 2026-10-26

8. Two SAT notices bracket the liquidation, both free of charge and filed in person by appointment by the liquidator: notice 128/CFF of start of liquidation, within the month after filing the tax return for the year that ended early, and notice 129/CFF of cancellation in the RFC for total liquidation of assets, within the month after the liquidation ends. Each requires the notarized document, proof of recording in the Public Registry (or that it is in progress), the liquidator's identification and powers, a positive compliance opinion and an active tax mailbox; SAT may verify the address where the books are kept and has 30 days to resolve.
Cost to do it: Free (Annex 2 lists both procedures as Gratuito).
Example: A company enters liquidation on 30 April 2026, files the return for 1 January to 30 April 2026 on 15 July 2026 and must file notice 128/CFF by 15 August 2026. / No government fee; USD 0.Annex 2 to the Resolución Miscelánea Fiscal para 2026 (procedure sheets), SAT compilation including the First Amendment, DOF 17 July 2026, Procedure sheets 128/CFF and 129/CFF, 2026-07-17 official text · verified 2026-10-26

Stage	What happens	Legal timing	Rule
1. Dissolution	Extraordinary meeting resolves dissolution and appoints liquidators; minutes notarized	Any time; cause recorded immediately	LGSM arts. 182, 190, 232, 236
2. Early tax year end	Tax year ends on the date the company enters liquidation; return for the short year	Within three months of the year end	CFF art. 11; LISR art. 9
3. SAT notice of start	Notice 128/CFF by the liquidator	Within the month after filing the short year return	Annex 2, 128/CFF
4. Realization	Collect, pay creditors, sell assets; partial distributions only if published	No legal maximum	LGSM arts. 242, 243
5. Final balance	Publication in the PSM; 15 day shareholder claims period; approving meeting	15 days after publication	LGSM art. 247
6. Payment	Shareholders paid against certificates; unclaimed sums to a bank after two months	Two months	LGSM arts. 248, 249
7. Final tax return and RFC	Final liquidation return and notice 129/CFF	Within the month after liquidation ends	LISR art. 12; Annex 2, 129/CFF
8. Registry	Cancellation of the company's registration; books kept ten years	Ten years	LGSM arts. 242, 245

Ordinary dissolution and liquidation of an S.A.: legal sequence (LGSM arts. 229 to 249; RMF 2026 Annex 2)

Worked example

A foreign group closes a dormant Mexican S.A. with MXN 15,000,000 of cash and no debts. Dissolution and liquidator appointment are resolved on 30 April 2026 and recorded; the short tax year return is filed in July and notice 128/CFF in August.
The liquidator publishes the final balance, waits 15 days for claims, holds the approving meeting and pays MXN 15,000,000 (about USD 803,695) to the parent against its certificates, subject to the tax treatment on the payouts page.
The final liquidation return and notice 129/CFF are filed within the month after the liquidation ends; the books are archived for ten years.

Step by step

1. Confirm the legal cause and whether the express route is closed (it is, if any shareholder is a company).
2. Hold the extraordinary meeting: resolve dissolution, appoint the liquidator(s), set their powers; notarize and record in the Public Registry of Commerce.
3. Stop new business; directors hand over assets, books and an inventory to the liquidator.
4. File the short year tax return within three months and notice 128/CFF within the following month.
5. Realize assets, pay creditors and employees; publish any partial distribution.
6. Publish the final balance, allow 15 days for claims, approve it in a meeting and deposit it in the registry.
7. Pay shareholders against their certificates; deposit unclaimed sums after two months.
8. File the final liquidation tax return and notice 129/CFF; obtain cancellation in the registry; archive the books for ten years.

Common traps

Starting new business after dissolution makes the directors jointly and severally liable for it (LGSM art. 233).
Forgetting that the directors stay in office until the liquidator's appointment is recorded and accepted (LGSM art. 237).
Paying shareholders in full while any creditor remains unpaid or unreserved (LGSM art. 243).
Skipping the publication of the final balance: shareholders' 15 day claims period only runs from the publication (LGSM art. 247).
Treating the SAT notices as formalities: notice 129/CFF is rejected if there is any open audit, tax debt or negative compliance opinion (Annex 2, 129/CFF).
Discarding the books after the five year tax period; the LGSM requires ten years (LGSM art. 245).

Sources

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