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Express dissolution and liquidation in Mexico: the 60 business day online route for dormant companies owned only by individuals

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

Since 2018 a Mexican company may dissolve and liquidate online through the Ministry of Economy system, without a notary deed, in at most 60 business days from the shareholders' meeting. The route is open only if every shareholder is an individual, the company has issued no invoices and had no operations for two years, is current on tax, labor and social security, owes nothing to third parties and is not in insolvency or in the financial system. When SAT confirms the company is compliant, it may also relieve the company of the two SAT liquidation notices; false statements make the shareholders liable without limit.

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

Maximum duration of the express route from the meeting to the final balance	60 business daysLGSM art. 249 Bis 1, section VI, as of 2026-10-26 · in force
Deadline to publish the express dissolution minutes	5 business daysLGSM art. 249 Bis 1, section I, as of 2026-10-26 · in force
Deadline to distribute the remainder in the express route	45 business daysLGSM art. 249 Bis 1, section IV, as of 2026-10-26 · in force
Years without operations or invoices required	2 yearsLGSM art. 249 Bis, section IV, as of 2026-10-26 · in force
Records retention after an express liquidation	5 yearsLGSM art. 245, as of 2026-10-26 · in force
Who may own a company using the express route	Individuals only LGSM art. 249 Bis, section I, as of 2026-10-26 · in force

The rule

1. The express procedure may be used only if the company: (I) has exclusively individuals as shareholders; (II) is not a company with an illicit purpose; (III) published in the Ministry of Economy system the notice of its current shareholder structure at least 15 business days before the dissolution meeting; (IV) is not carrying on operations and has not issued electronic invoices in the last two years; (V) is current on tax, labor and social security obligations; (VI) has no monetary obligations to third parties; (VII) has no legal representative facing criminal proceedings for tax or property crimes; (VIII) is not in concurso mercantil; and (IX) is not a financial system entity.
Cost to do it: No government fee is set in the LGSM; the route avoids the notary deed entirely.
Example: A Mexican S.A.S. owned by two foreign individuals, dormant since 2023 with no invoices and no debts, qualifies. The same company owned by a Delaware holding company does not. / 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. 249 Bis, 2018-01-24 official text · verified 2026-10-26 · changed: Added by the decree published in the DOF on 24 January 2018.

2. All shareholders sign the dissolution and liquidation minutes, declaring under oath that the company meets every condition, and appoint a liquidator from among themselves. The minutes are published in the Ministry of Economy system within 5 business days of the meeting; no public deed or other formality may be required. The Ministry checks the minutes and sends them electronically for recording in the Public Registry of Commerce. Shareholders deliver assets, books and documents to the liquidator within 15 business days, and their share certificates within 15 business days; the liquidator distributes any remainder pro rata within 45 business days and publishes the final balance no later than 60 business days after the meeting. The Ministry then records cancellation of the company's file and notifies the tax authority.
Cost to do it: No notary or registry fee is required by the LGSM for this route.
Example: Meeting on Monday 2 March 2026: minutes published by 9 March (5 business days); books handed over and certificates delivered by 23 March (15 business days); final balance published by 25 May 2026 at the latest (60 business days counting Monday to Friday; public holidays such as 16 March 2026 push each date later). / 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. 249 Bis 1, sections I to VII, 2018-01-24 official text · verified 2026-10-26

3. If shareholders lie in their statement under oath, they are jointly and severally and without limit liable to third parties, in addition to any criminal liability. When the express route is used, the ordinary liquidation rules on liquidator powers, final balance publication, inventory and asset division do not apply, and the books are kept for five years rather than ten.
Cost to do it: Exposure, not a fee: unlimited personal liability for any undisclosed debt.
Example: Shareholders declare there are no debts, but a former supplier later proves an unpaid invoice of MXN 400,000. Each shareholder can be pursued for the whole amount. / Exposure of about USD 21,432 per shareholder, without limit.Ley General de Sociedades Mercantiles (LGSM), DOF 4 August 1934 (Chamber of Deputies consolidated text, last reform DOF 20 October 2023), Arts. 249 Bis 1, last paragraph, 241, 242, 245, 246 and 247, 2018-01-24 official text · verified 2026-10-26

4. When a company completes its dissolution and liquidation through the Ministry of Economy portal, and SAT verifies that it is current on its tax obligations, is not under audit and declared on the portal the same tax address registered with SAT, the company may be relieved of filing both the SAT notice of start of liquidation and the notice of cancellation for total liquidation of assets. SAT informs the company through the tax mailbox, and on cancellation within ten business days after the Ministry tells SAT it recorded the cancellation of the company's file. If the company does not finish the process on the portal, SAT treats neither notice as filed and the company must file them at a SAT office.
Cost to do it: Free; the relief saves the two in person SAT appointments.
Example: After the Ministry records cancellation on 26 May 2026, SAT should tell the company through its tax mailbox by 9 June 2026 (ten business days) whether it is relieved of notice 129/CFF. / No government fee; USD 0.Resolución Miscelánea Fiscal para 2026, DOF 28 December 2025 (SAT compilation including the First Amendment, DOF 9 July 2026), Rule 2.5.16, 2026-07-09 official text · verified 2026-10-26

Point	Express route	Ordinary route
Shareholders	Individuals only	Any
Prior activity	None and no invoices for two years	Any
Debts	None allowed	Paid during liquidation
Notary deed	Not required	Normal practice
Maximum time	60 business days	No legal maximum
Liquidator	A shareholder	Anyone appointed
SAT notices	May be relieved if SAT confirms compliance	Notices 128/CFF and 129/CFF
Records retention	5 years	10 years

Express versus ordinary route (LGSM arts. 229 to 249 Bis 1; RMF 2026 rule 2.5.16)

Worked example

Two individual founders of a dormant S.A.S. hold the meeting on 2 March 2026, sign under oath and publish the minutes the same week.
One founder, as liquidator, receives the books and MXN 50,000 of remaining cash, pays it out pro rata within 45 business days and publishes the final balance before the 60 business day limit.
The cash returned is about USD 2,679; there is no notary fee. If SAT confirms compliance, no in person SAT notices are needed.

Step by step

1. Check eligibility against all nine conditions of art. 249 Bis; one corporate shareholder disqualifies the company.
2. Publish the current shareholder structure notice in the Ministry of Economy system at least 15 business days before the meeting.
3. Bring tax, IMSS and labor filings up to date and obtain a positive compliance opinion.
4. Hold the meeting with all shareholders, sign the minutes under oath and appoint a shareholder liquidator; publish within 5 business days.
5. Deliver books, assets and certificates to the liquidator within 15 business days.
6. Distribute any remainder within 45 business days and publish the final balance within 60 business days.
7. Watch the tax mailbox for SAT's decision on relief from the liquidation notices; keep records five years.

Common traps

Using the route for a subsidiary of a foreign company: corporate shareholders are excluded (LGSM art. 249 Bis, section I).
Issuing any electronic invoice in the two years before the meeting, even a small one, breaks the dormancy condition (art. 249 Bis, section IV).
Forgetting the shareholder structure notice 15 business days before the meeting (art. 249 Bis, section III).
Declaring no debts when a contingent claim exists: shareholders become liable without limit (art. 249 Bis 1).
Abandoning the process half way: SAT then treats neither notice as filed (RMF rule 2.5.16).

Sources

← Dissolution and ordinary liquidation of a Mexican company: causes, the shareholders' meeting, the liquidator, the final balance and the SAT noticesTaxes during a Mexican liquidation: the early year end, monthly payments, January returns, the final return and exit by change of residence →