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Exiting Mexico: dissolving and liquidating a company, selling the shares, and taking the capital and profits home

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

A Mexican company is closed in two legal stages: dissolution, recorded in the Public Registry of Commerce, then liquidation by a liquidator who pays creditors, publishes a final balance and distributes what is left; an express route of at most 60 business days exists only for companies owned solely by individuals with no debts and no activity for two years. Tax treats liquidation as its own tax year, with monthly payments, a January return each year and a final return within a month of the end, and treats any amount returned above contributed capital as distributed profit; SAT will only cancel the tax registration of a company that is clean on audits, debts and filings. The alternative exit is a sale of shares: a foreign seller owes 25 percent of the gross price, or 35 percent of the gain if it appoints a Mexican representative and files an accountant's report, withheld by a Mexican buyer; closing operations also triggers severance of three months' pay plus a seniority premium for staff.

USD conversions use MXN 18.5026 per US dollar, the US Federal Reserve H.10 noon buying rate in New York for 16 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 for shareholders to claim against the published final liquidation balance (S.A.)	15 daysLGSM art. 247, section II, as of 2026-10-26 · in force
Maximum time from shareholders' meeting to published final balance in the express route (individual shareholders only)	60 business daysLGSM arts. 249 Bis and 249 Bis 1, as of 2026-10-26 · in force
Liquidator must keep the company's books and papers after liquidation	10 yearsLGSM art. 245, as of 2026-10-26 · in force
Final income tax return for the liquidation year	Within the month after liquidation ends LISR art. 12, as of 2026-10-26 · in force
Tax on a foreign resident's sale of unlisted local shares, gross basis	25 % of priceLISR art. 161, as of 2026-10-26 · in force
Tax on a foreign resident's sale of unlisted local shares, optional net gain basis	35 % of gainLISR arts. 152 and 161, as of 2026-10-26 · in force
Tax on a foreign resident's gain on locally listed shares sold on the exchange (nil for treaty residents)	10 % of gainLISR art. 161, as of 2026-10-26 · in force
Withholding on dividends paid by a local company	10 %LISR art. 164, section I, as of 2026-10-26 · in force
Return of capital free of tax up to	Contributed capital account (CUCA) balance per share LISR art. 78, as of 2026-10-26 · in force
Compensation on collective termination for closure	3 months of salaryLFT art. 436, as of 2026-10-26 · in force
Seniority premium per year of service (salary capped at twice the minimum wage)	12 days of salaryLFT arts. 162 and 486, as of 2026-10-26 · in force
Daily minimum wage 2026, general zone	315.04 MXNCONASAMI resolution, DOF 9 December 2025, as of 2026-01-01 · in force
Deadline to cancel the foreign investment registry entry after ceasing to qualify	40 business daysReglamento LIE y RNIE art. 40, as of 2026-10-26 · in force
Income tax treaty with Argentina	In force since 23 August 2017, signed 4 November 2015 (approved in Argentina by Ley 27.334) Ley 27.334 (Argentina), BO 21 December 2016, as of 2026-10-26 · in force

The rule

1. Dissolution comes first and freezes the business. A company is dissolved when its term expires, when its purpose becomes impossible or is completed, by shareholder resolution, when the number of shareholders falls below the legal minimum, on the loss of two thirds of its capital, or by court or administrative order. Except where the term simply runs out, the cause of dissolution must be recorded immediately in the Public Registry of Commerce (Registro Público de Comercio). From the date of the resolution or the date a cause of dissolution is confirmed, the directors may not start new operations; if they do, they are jointly and severally liable for them.
Cost to do it: No government fee is set in the LGSM. The shareholders' resolution is normally formalized before a notary public (fedatario) and filed with the Public Registry of Commerce; notary and registry costs vary by state and should be quoted in advance.
Example: A foreign group decides at a shareholders' meeting on 1 March to dissolve its Mexican S.A. The resolution is notarized and filed, and from 1 March the board may only wind down existing contracts; signing a new supply contract in April would make the directors personally liable for it. / Not a monetary rule; the exposure is the full value of any new operation the directors sign after dissolution.Ley General de Sociedades Mercantiles (LGSM), DOF 4 August 1934 (Chamber of Deputies consolidated text, last reform DOF 20 October 2023), Arts. 229, 232 and 233, 1934-08-04 official text · verified 2026-10-26 · changed: The DOF 24 January 2018 reform added dissolution by court or administrative order (art. 229, section VI) and required the cause of dissolution to be recorded immediately in the Public Registry of Commerce (art. 232).

2. Liquidation is run by a liquidator under a fixed sequence. Once dissolved, the company is put into liquidation and keeps its legal personality only for that purpose. One or more liquidators, appointed by the shareholders at the same meeting that resolves the dissolution (or by a judge if they fail to), become the company's legal representatives once their appointment is recorded; until then the directors stay in office. The directors hand over all assets, books and documents with an inventory. Unless the bylaws or shareholders provide otherwise, the liquidator finishes pending business, collects receivables, pays debts, sells assets, prepares the final liquidation balance for shareholder approval, deposits it in the Public Registry of Commerce and publishes it in the Ministry of Economy electronic system (PSM), and finally obtains cancellation of the company's registration. In an S.A., the final balance shows each shareholder's share and stays available to shareholders for 15 days from publication for claims; the liquidator then calls a shareholders' meeting to approve it definitively and pays shareholders against delivery of their share certificates. Unclaimed amounts after two months go into a bank deposit. No shareholder can demand full payment before creditors are paid; partial distributions must be published in the PSM and creditors may oppose them. The liquidator keeps the books and papers for ten years after liquidation ends.
Cost to do it: No statutory government fee. The costs are the liquidator (often an outside professional), notary and registry fees for the appointment and the final balance, accounting through to the final tax return, and storing records for ten years.
Example: A Mexican S.A. ends liquidation with MXN 50,000,000 of net assets owned 99 percent by a US parent and 1 percent by a US affiliate. The final balance shows MXN 49,500,000 and MXN 500,000 respectively, is published in the PSM, and after the 15 day claims period the shareholders' meeting approves it and the liquidator pays out against the share certificates. / Net assets of about USD 2,702,323: about USD 2,675,300 and USD 27,023 to the two shareholders at 18.5026.Ley General de Sociedades Mercantiles (LGSM), DOF 4 August 1934 (Chamber of Deputies consolidated text, last reform DOF 20 October 2023), Arts. 234 to 245, 247, 248 and 249, 1934-08-04 official text · verified 2026-10-26

3. The express dissolution and liquidation route is closed to companies with corporate shareholders. Since 2018 a company may dissolve and liquidate without a public deed through the Ministry of Economy electronic system, but only if all its shareholders are individuals, it has not operated or issued electronic invoices for the last two years, it is current on tax, labor and social security obligations, it owes nothing to third parties, it is not in insolvency proceedings and it is not a financial entity, among other conditions. All shareholders must sign the resolution and appoint a liquidator from among themselves; the resolution is published within 5 business days, the remaining assets are distributed within 45 business days and the final balance is published no later than 60 business days after the meeting. Shareholders who make false statements in this route become jointly and without limit liable to third parties. Records need only be kept for five years.
Cost to do it: No public deed is required and no fee is set in the LGSM; the cost is the time to bring tax, labor and social security filings up to date and to settle all debts before using the route.
Example: A Mexican S.A. owned by a foreign parent company cannot use the express route, however dormant it is; a dormant S.A.S. owned by two individual founders that has issued no invoices since 2024 and owes nothing can, and can be finished within 60 business days of the shareholders' meeting. / 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. 245, 249 Bis and 249 Bis 1, 2018-01-24 official text · verified 2026-10-26 · changed: Arts. 249 Bis and 249 Bis 1 were added by decree DOF 24 January 2018, creating the express route.

4. Liquidation is a separate tax year with its own returns. When a company enters liquidation its tax year ends early on that date, and the whole liquidation period counts as one tax year. The liquidator makes monthly provisional income tax payments by the 17th of the following month until all assets are liquidated, files a return by 17 January of each following year covering the period from the start of liquidation to December, and files the final return for the liquidation year within the month after liquidation ends, even if twelve months have not passed since the last return. A Mexican company that stops being tax resident in Mexico is also treated as liquidated: all its assets are deemed sold at market value and the tax is due within 15 days of the change of residence, through a legal representative who is jointly liable.
Cost to do it: Income tax at 30 percent on any profit made while liquidating (for example gains on selling assets), plus the accountant's cost of monthly returns, the January returns and the final return.
Example: A company enters liquidation on 1 July 2026 and its final balance is approved on 15 April 2027. It closes a short tax year from 1 January to 30 June 2026, makes monthly payments from July, files a return by 17 January 2027 for July to December 2026, and files the final liquidation return by 31 May 2027. / 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); Código Fiscal de la Federación (CFF), DOF 31 December 1981 (Chamber of Deputies consolidated text, last reform DOF 9 April 2026), LISR art. 12; CFF art. 11, 2013-12-11 official text · verified 2026-10-26

5. Money returned to shareholders is tax free only up to contributed capital. When a company reduces capital, and equally when it is liquidated, it subtracts from the amount paid per share the balance of the contributed capital account (CUCA) per share. Any excess is distributed profit. To the extent it comes from the net tax profit account (CUFIN), no further company tax is due; to the extent it does not, the company itself pays 30 percent tax on the excess grossed up by 1.4286. Separately, a Mexican company paying dividends must withhold 10 percent and give the recipient a statement of the dividend and tax withheld, and that tax is final.
Cost to do it: Zero tax on the return of capital up to the CUCA balance; 30 percent on the grossed up excess not covered by CUFIN; 10 percent withholding on dividends paid. Keeping the CUCA and CUFIN accounts updated every year is the cheapest way to avoid a surprise at exit.
Example: A Mexican S.A. in liquidation pays its foreign parent MXN 50,000,000 and has a CUCA balance of MXN 30,000,000. MXN 30,000,000 is a tax free return of capital and MXN 20,000,000 is distributed profit. If none of it comes from CUFIN, the company pays MXN 20,000,000 x 1.4286 x 30 percent = MXN 8,571,600; if it all comes from CUFIN, that company level tax is nil. / Payout of about USD 2,702,323, of which USD 1,621,394 capital and USD 1,080,929 profit; company level tax of about USD 463,265 if the profit is not covered by CUFIN, at 18.5026.Ley del Impuesto sobre la Renta (LISR), DOF 11 December 2013 (Chamber of Deputies consolidated text, last reform DOF 1 April 2024), Arts. 10, 78 and 164, section I, 2013-12-11 official text · verified 2026-10-26

6. Selling the shares instead: a foreign seller pays Mexican tax, usually withheld by the buyer. Gains on shares issued by a Mexican resident, or whose book value comes more than 50 percent from Mexican real estate, have a Mexican source. A foreign resident seller pays 25 percent of the total price with no deductions. The buyer withholds it if the buyer is a Mexican resident or has a permanent establishment in Mexico; otherwise the seller files and pays within 15 days of receiving the income. A seller that is not in a preferential tax regime or a territorial tax country may instead pay 35 percent (the top rate of the individual tariff in art. 152) on the gain, through a representative in Mexico who meets art. 174, but must file a report by a registered public accountant; for related party sales the accountant must show the price is at arm's length. Sales of publicly traded shares on a Mexican stock exchange bear 10 percent on the gain withheld by the broker, and treaty residents who give the broker a residence statement pay none. SAT may appraise a sale and, if its value exceeds the agreed price by more than 10 percent, tax the difference in the buyer's hands. Group restructurings may obtain an advance authorization to defer the tax.
Cost to do it: 25 percent of the gross price, or 35 percent of the gain plus the cost of a Mexican representative and a registered public accountant's report. Tax treaties may reduce or remove Mexican tax on the gain; check the treaty with the seller's country.
Example: A foreign parent sells all the shares of its Mexican S.A. to a Mexican buyer for MXN 100,000,000; its tax cost is MXN 60,000,000. On the gross basis the buyer withholds MXN 25,000,000. If the seller appoints a representative and files the accountant's report, the tax is 35 percent of the MXN 40,000,000 gain, MXN 14,000,000. / Price of about USD 5,404,646; tax of about USD 1,351,161 on the gross basis against about USD 756,650 on the gain basis at 18.5026.Ley del Impuesto sobre la Renta (LISR), DOF 11 December 2013 (Chamber of Deputies consolidated text, last reform DOF 1 April 2024), Arts. 152 and 161, 2013-12-11 official text · verified 2026-10-26

7. SAT must clear the company before its tax registration is cancelled. A company that files the notice to cancel its registration in the Federal Taxpayers Registry (RFC) for total liquidation of assets, total cessation of operations or merger must meet SAT's requirements, which include: not being under a tax audit and having no tax debts; not appearing on SAT's lists of non compliant taxpayers or of taxpayers issuing invoices for simulated operations (CFF arts. 69, 69-B and 69-B Bis); income and withholdings declared matching the electronic invoices and data SAT holds; and, except in a merger, a positive compliance opinion on social security obligations. Accounting records must be kept for five years from the date the related return was filed or due, and incorporation deeds and records of capital increases and reductions must be kept for the life of the company.
Cost to do it: No filing fee. The cost is clearing any open audit, tax debt, invoice mismatch or IMSS and INFONAVIT arrears before filing, and storing the accounting records for at least five years.
Example: A subsidiary with a pending SAT review of its 2023 VAT refunds cannot file its RFC cancellation notice for liquidation until that review is resolved and any assessment is paid, so the timetable for closing depends on SAT, not on the shareholders. / 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. 27, section B, item II and section D, item IX; art. 30, 1981-12-31 official text · verified 2026-10-26 · changed: The requirement of a positive social security compliance opinion (art. 27, section D, item IX, paragraph d) was added by decree DOF 12 November 2021.

8. Closing the business means paying severance. The law lists the causes that end employment collectively: force majeure, manifest unprofitability, exhaustion of an extractive operation, the end of a fixed project, and insolvency where the court or creditors decide on closure. Most need a labor court approval or prior authorization. In those cases each worker is owed three months' salary plus the seniority premium of twelve days' salary per year of service, with the salary for the premium capped at twice the minimum wage of the area. A closure decided by the shareholders for their own reasons is not on that list, so terminations are handled as dismissals: a dismissed worker may claim reinstatement or three months' salary, plus back pay of up to twelve months if the employer cannot prove a cause, and the seniority premium is due whatever the reason for termination. Terminations are usually settled by agreement approved by the labor conciliation authority.
Cost to do it: At least three months' salary per worker plus twelve days of (capped) salary per year of service, plus accrued unpaid benefits; the 2026 minimum wage is MXN 315.04 a day (MXN 440.87 in the Northern Border Free Zone), so the seniority premium salary cap is MXN 630.08 a day outside that zone.
Example: A worker outside the border zone earning MXN 1,000 a day with six years of service: three months' salary of about MXN 90,000 plus a seniority premium of 12 x 6 x MXN 630.08 = MXN 45,365.76, a total of about MXN 135,365.76 before accrued vacation, vacation premium and year end bonus. / About USD 7,316 per worker at 18.5026.Ley Federal del Trabajo (LFT), DOF 1 April 1970 (Chamber of Deputies consolidated text, last reform DOF 14 May 2026), Arts. 48, 162, 434, 435, 436 and 486, 1970-04-01 official text · verified 2026-10-26

9. Deregister the foreign investment. Foreign individuals, foreign companies and Mexican companies registered in the National Foreign Investment Registry (RNIE) must request cancellation of their registration within 40 business days after they stop falling within the registration cases of art. 32 of the Foreign Investment Law, for example when a Mexican company no longer has foreign shareholders or ceases to exist.
Cost to do it: No fee is set in the regulation; the filing is made with the RNIE by the company or its representative.
Example: A US parent sells 100 percent of its Mexican S.A. to a Mexican family group on 2 March 2027. The company must file for cancellation of its RNIE registration within 40 business days after the sale. / Not a monetary rule.Reglamento de la Ley de Inversión Extranjera y del Registro Nacional de Inversiones Extranjeras, DOF 8 September 1998 (Chamber of Deputies consolidated text, last reform DOF 17 August 2016), Art. 40, 1998-09-08 official text · verified 2026-10-26

Route	Who can use it	Legal timing	Main tax point	Rule
Ordinary dissolution and liquidation	Any company	No overall statutory deadline; 15 day claims period after the final balance is published	Liquidation is its own tax year; payouts above CUCA are distributed profit	LGSM arts. 229 to 249; LISR arts. 12 and 78
Express dissolution and liquidation	Only companies owned solely by individuals, with no debts and no activity or invoices for two years	Final balance published within 60 business days of the meeting	Must be current on all tax, labor and social security filings first	LGSM arts. 249 Bis and 249 Bis 1
Sale of shares by a foreign seller	Any shareholder	Tax due within 15 days of receiving the price, or withheld by a Mexican buyer	25 percent of price, or 35 percent of gain with a representative and accountant's report; treaties may reduce	LISR art. 161

Three ways out of a Mexican company, verified 26 October 2026 against the official texts cited on this page.

Item	MXN	USD	Rule
Liquidation payout	50,000,000	2,702,323	LGSM arts. 247 and 248
of which tax free return of capital (CUCA)	30,000,000	1,621,394	LISR art. 78
of which distributed profit	20,000,000	1,080,929	LISR art. 78
Company tax if the profit is not covered by CUFIN	8,571,600	463,265	LISR arts. 10 and 78
Alternative: tax on a MXN 100,000,000 share sale, gross basis	25,000,000	1,351,161	LISR art. 161
Alternative: tax on a MXN 40,000,000 gain, net basis	14,000,000	756,650	LISR art. 161

Exit cash flows for a foreign parent at a glance (USD at 18.5026).

Worked example

A US parent owns 100 percent of a Mexican S.A. with net assets of MXN 50,000,000 (about USD 2,702,323), a CUCA balance of MXN 30,000,000 and a CUFIN balance of MXN 20,000,000, and 40 employees. It compares liquidating the company with selling it.
Liquidation: the shareholders' meeting resolves to dissolve and appoints a liquidator; the company's tax year closes that day. The liquidator settles severance, pays creditors, sells assets, files monthly tax payments and publishes the final balance. Because the MXN 20,000,000 excess over CUCA is covered by CUFIN, no company level tax arises on the payout (LISR arts. 10 and 78); the treatment of the dividend withholding under art. 164 should be confirmed with the adviser for the specific payout.
Sale: a Mexican buyer offers MXN 100,000,000 for the shares, against a tax cost of MXN 60,000,000. On the gross basis the buyer withholds MXN 25,000,000 (about USD 1,351,161); by appointing a Mexican representative and filing a registered accountant's report, the seller pays 35 percent of the MXN 40,000,000 gain, MXN 14,000,000 (about USD 756,650), subject to any relief under the Mexico United States tax treaty, which should be checked.
In both routes the company or the buyer keeps paying the staff, so severance only arises in the liquidation route; in the sale the employment relationships continue with the same employer.

Step by step

1. Before deciding, reconcile the CUCA and CUFIN accounts and the tax cost of the shares, so that you can compare the after tax result of liquidating against selling (LISR arts. 78 and 161).
2. Check whether a tax treaty between Mexico and the shareholder's country reduces Mexican tax on a share sale or on dividends, and gather the residence evidence early.
3. Clear SAT and IMSS: resolve open audits, pay tax debts, reconcile declared income and withholdings with the electronic invoices and obtain a positive social security compliance opinion, because cancellation of the RFC depends on them (CFF art. 27).
4. Settle employment: negotiate terminations, pay at least three months' salary and the seniority premium, and have settlements approved by the labor conciliation authority (LFT arts. 48, 162 and 436).
5. Hold the shareholders' meeting: resolve dissolution, appoint the liquidator, notarize and record both in the Public Registry of Commerce; the directors must stop new business from that day (LGSM arts. 232, 233 and 236).
6. Liquidation period: the liquidator collects receivables, pays creditors, sells assets, makes monthly tax payments by the 17th, and files the January return each year it lasts (LISR art. 12; LGSM art. 242).
7. Publish the final balance in the PSM, allow the 15 day claims period, hold the approving meeting, pay shareholders against their share certificates and deposit unclaimed amounts with a bank after two months (LGSM arts. 247 to 249).
8. File the final liquidation tax return within the month after liquidation ends, then the RFC cancellation notice; request cancellation of the RNIE registration within 40 business days and cancellation of the company's registration in the Public Registry of Commerce (LISR art. 12; CFF art. 27; RNIE regulation art. 40; LGSM art. 242).
9. Keep the books for ten years after liquidation (LGSM art. 245), which also covers the five year tax retention period (CFF art. 30).

Common traps

Assuming a dormant subsidiary can use the fast route. The express liquidation of LGSM art. 249 Bis applies only where all shareholders are individuals, so a subsidiary of a foreign company must use the ordinary procedure.
Signing new business after the dissolution resolution. Directors are jointly and severally liable for operations started after dissolution (LGSM art. 233).
Paying shareholders before creditors. No shareholder can demand full payment while debts are unpaid, and partial distributions must be published and are open to creditor opposition (LGSM art. 243).
Calling everything a return of capital. Only the CUCA balance comes back tax free; the excess is distributed profit, taxed at 30 percent grossed up by 1.4286 where CUFIN does not cover it (LISR art. 78).
Forgetting the January returns. Each calendar year of a long liquidation needs a return by 17 January, not only the final one (LISR art. 12).
Missing the 15 day window on a share sale. If the buyer is not Mexican and has no permanent establishment, the foreign seller must file and pay itself within 15 days, and the 35 percent gain option requires a Mexican representative and an accountant's report (LISR art. 161).
Underpricing an intragroup sale. SAT can appraise the shares and, if the appraisal exceeds the price by more than 10 percent, tax the difference in the buyer's hands (LISR art. 161).
Treating a shareholder decision to close as a statutory termination cause. It is not in LFT art. 434, so workers can claim as dismissed employees, including up to twelve months of back pay if the employer cannot prove a cause (LFT art. 48).
Leaving the RFC open. Cancellation is refused while an audit, tax debt, invoice mismatch or social security non compliance is outstanding (CFF art. 27), so tax filing duties continue.

Sources

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