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Group restructurings before an exit in Mexico: share transfers at tax cost and SAT authorizations to defer tax on intragroup sales

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

Moving a Mexican company within a group before a sale or wind down is normally a taxable share sale, but SAT may authorize it at tax cost (between Mexican residents) or defer the tax (for foreign sellers) if the consideration is only shares and strict conditions are met. Authorizations must be obtained before the restructuring, require a registered accountant's report and an annual March filing proving the shares are still in the group, and fall away if SAT finds no business reason within a ten year window. The deferred tax becomes payable, restated, within 15 days of the shares leaving the group.

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

Ownership that defines a group for deferral	51 % of voting sharesLISR art. 161, as of 2026-10-26 · in force
Minimum holding of shares received in a domestic tax cost restructuring	2 yearsLISR art. 24, as of 2026-10-26 · in force
Deferred tax due after shares leave the group	15 daysLISR art. 161, as of 2026-10-26 · in force
Business reason test window before and after the restructuring	5 years each sideLISR art. 161, as of 2026-10-26 · in force

The rule

1. SAT authorizes sales of shares at tax cost in restructurings of Mexican resident companies of the same group if: the average cost is computed under arts. 22 and 23; the shares received stay directly owned by the acquirer and in the group for at least two years from the authorization; the shares received represent the same percentage as those transferred on the consolidated equity basis; the issuer of the shares received records the capital increase in notarized minutes and sends a copy to SAT within 30 days; the consideration is only shares of the acquirer; the capital increase equals the tax cost of the shares transferred; and a registered accountant's report is filed.
Cost to do it: No government fee for the authorization request; accountant and notary fees are private.
Example: A Mexican holding company contributes the shares of its operating company, with a tax cost of MXN 40,000,000, to another Mexican group company in exchange for new shares; with authorization no gain is recognized and the acquirer's capital increases by MXN 40,000,000. / Tax cost carried over: about USD 2,143,186.Ley del Impuesto sobre la Renta (LISR), DOF 11 December 2013 (Chamber of Deputies consolidated text, last reform DOF 1 April 2024), Art. 24, 2013-12-11 official text · verified 2026-10-26 · changed: The DOF 12 November 2021 reform restricted the authorization to restructurings of Mexican resident companies of the same group.

2. For foreign sellers, SAT may authorize deferral of the tax on gains on shares sold within a group. The authorization is granted only before the restructuring, if the consideration consists only of shares issued by the acquirer and neither party is in a preferential tax regime or in a country without a broad tax information exchange agreement (unless it authorizes its tax authority to share information). It lapses if SAT finds that the restructuring, or relevant operations within the five years before and after it, lacked a business reason. A group means companies whose voting shares are at least 51 percent owned, directly or indirectly, by the same company.
Cost to do it: No government fee; representative, accountant and legal costs are private.
Example: A US parent moves its Mexican subsidiary under its Dutch sub holding in exchange for Dutch shares; with prior authorization the Mexican tax on the gain is deferred. / Deferral, not exemption; the tax remains owed.Ley del Impuesto sobre la Renta (LISR), DOF 11 December 2013 (Chamber of Deputies consolidated text, last reform DOF 1 April 2024), Art. 161, seventeenth, eighteenth and twenty second paragraphs, 2013-12-11 official text · verified 2026-10-26 · changed: The DOF 12 November 2021 reform added the business reason test over the five years before and after the restructuring and the consolidation requirement.

3. The deferred tax is paid within 15 days after a later sale takes the shares out of the group, restated from when it arose, valued at an arm's length price or SAT appraisal. Shares also leave the group when the issuer and the acquirer stop consolidating financial statements. The taxpayer must file evidence that the shares remain in the group within the first 15 days of March every year; failing to file is presumed to mean they left. A Mexican representative and a registered accountant's report are required, and relevant operations within five years after the restructuring must be reported.
Cost to do it: Tax payable in full, restated, when the shares leave the group.
Example: If the group sells the Dutch sub holding to a third party two years later, the deferred Mexican tax becomes payable within 15 days of that sale, restated for inflation. / Not a fixed amount; the deferred tax plus restatement.Ley del Impuesto sobre la Renta (LISR), DOF 11 December 2013 (Chamber of Deputies consolidated text, last reform DOF 1 April 2024), Art. 161, seventeenth to twenty third paragraphs, 2013-12-11 official text · verified 2026-10-26

4. SAT procedure: the authorization is requested through sheet 43/ISR; a sworn statement that neither party is in a preferential tax regime, signed within 30 days before the request, may be attached; the annual proof that the shares have not left the group uses sheet 44/ISR; and a foreign resident selling Mexican shares in a treaty protected reorganization, merger or spin off files notice 39/ISR.
Cost to do it: Free procedures.
Example: The group files 43/ISR in May for a restructuring planned for September, and then 44/ISR every March. / No government fee; USD 0.Resolución Miscelánea Fiscal para 2026, DOF 28 December 2025 (SAT compilation including the First Amendment, DOF 9 July 2026), Rules 3.18.12, 3.18.30, 3.18.37 and 3.18.38, 2026-07-09 official text · verified 2026-10-26

5. Where a tax treaty prevents Mexico from taxing a gain arising from a reorganization, merger, spin off or similar operation, but the foreign seller does not meet the regulation's requirements, the treaty benefit is granted by refund.
Cost to do it: Tax paid first, then refunded.
Example: A treaty protected seller that missed the notice requirement pays and then claims a refund. / Cash flow cost until the refund.Ley del Impuesto sobre la Renta (LISR), DOF 11 December 2013 (Chamber of Deputies consolidated text, last reform DOF 1 April 2024), Art. 161, penultimate paragraph, 2013-12-11 official text · verified 2026-10-26

Point	Domestic (art. 24)	Foreign seller (art. 161)
Effect	Sale at tax cost	Tax deferred
Consideration	Acquirer's shares only	Acquirer's shares only
Timing of authorization	Before the transfer	Before the restructuring
Holding condition	Two years in the group	Until shares leave the group; annual March proof
Report	Registered accountant	Registered accountant and Mexican representative

Tax neutral share transfers within a group (LISR arts. 24 and 161)

Worked example

A foreign group plans to sell a Mexican subsidiary through an offshore holding. Moving the subsidiary under that holding first is itself a taxable Mexican share sale unless SAT authorizes deferral in advance.
If the holding is then sold, the deferred tax falls due within 15 days, so a pre exit restructuring often only shifts timing.

Step by step

1. Map the group and confirm the 51 percent ownership test.
2. Document the business reason; SAT looks five years before and after.
3. File the authorization request (43/ISR) well before the planned date.
4. Appoint the representative and accountant; close only after the authorization.
5. File the annual March proof (44/ISR) every year the shares stay in the group.

Common traps

Closing before the authorization: it is only granted in advance (LISR art. 161).
Paying any cash consideration: the consideration must be shares only (LISR arts. 24 and 161).
Missing a March filing: the shares are presumed to have left the group (LISR art. 161).
Treating the deferral as permanent: a later exit triggers the restated tax within 15 days.

Sources

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