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Deregistering a Mexican company: cancelling the RFC with SAT, the clean compliance conditions, the foreign investment registry and record keeping

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

SAT will cancel a company's taxpayer registration (RFC) for total liquidation of assets, total cessation of operations or merger only if it is not under audit, has no tax debts, is not on SAT's blacklists, its declared figures match its electronic invoices and it has a positive social security compliance opinion. The notices are free but filed in person by appointment; SAT checks the address where the books are kept and answers within 30 days, and a company under audit is relieved of periodic filings until the audit ends. Foreign investors must also cancel their National Foreign Investment Registry entry within 40 business days, and tax records must be kept for at least five years, with corporate records kept for ten years after liquidation.

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

SAT fee for RFC cancellation	0 MXNRMF 2026 Annex 2, sheets 127/CFF and 129/CFF, as of 2026-10-26 · in force
SAT time to resolve the cancellation notice	30 daysRMF 2026 Annex 2, sheet 129/CFF, as of 2026-10-26 · in force
Years of declared figures that must match SAT data	5 tax yearsRMF 2026 Annex 2, sheet 129/CFF, as of 2026-10-26 · in force
RNIE cancellation deadline	40 business daysRNIE regulation art. 40, as of 2026-10-26 · in force
Tax records retention	5 yearsCFF art. 30, as of 2026-10-26 · in force
Statute of limitations for SAT assessments	5 yearsCFF art. 67, as of 2026-10-26 · in force

The rule

1. Taxpayers filing the RFC cancellation notice for total liquidation of assets, total cessation of operations or merger must meet SAT's conditions, which include: not being subject to an audit or having tax debts; not appearing on the lists of CFF arts. 69, 69-B and 69-B Bis; declared income and withholdings matching the electronic invoices and other data held by SAT; and, except for mergers, a positive social security compliance opinion. SAT sets by rule the facilities so that taxpayers need not keep filing while the cancellation is in process.
Cost to do it: Free procedure; the real cost is clearing every open item first.
Example: A company in liquidation with a MXN 120,000 unpaid IMSS assessment cannot cancel its RFC until it pays and obtains a positive opinion. / About USD 6,430 must be cleared first.Código Fiscal de la Federación (CFF), DOF 31 December 1981 (Chamber of Deputies consolidated text, last reform DOF 9 April 2026), Art. 27, section D, item IX, 1981-12-31 official text · verified 2026-10-26 · changed: The DOF 12 November 2021 reform added the positive social security compliance opinion requirement.

2. SAT's procedure for cancellation by total liquidation of assets (129/CFF) is free, filed by the liquidator by appointment within the month after the liquidation ends, and requires the notarized liquidation document, proof of its recording, the liquidator's identification and powers, the deregistration receipt from the anti money laundering vulnerable activities register where applicable, and a social security compliance opinion. Conditions include the final liquidation return, a positive tax compliance opinion, no audit or tax debts, not being on the art. 69 or 69-B lists, not having dealt with invoice mills unless the operations were proven or corrected, figures for the last five tax years matching SAT data, an active tax mailbox and a locatable records address. SAT may verify that address and resolves within 30 days.
Cost to do it: Free.
Example: Liquidation ends 31 March 2027; notice 129/CFF is due by 30 April 2027 and SAT should resolve within 30 days. / 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 sheet 129/CFF, 2026-07-17 official text · verified 2026-10-26

3. A company that stops all operations without liquidating (for example, a Mexican entity whose business ends but which is not wound up in Mexico) uses the cancellation for total cessation of operations (127/CFF), filed by the legal representative within the month after the last required return, with the notarized document recording the cessation; foreign residents must show the appointment of a legal representative for tax purposes.
Cost to do it: Free.
Example: A company files its last required return on 17 May; notice 127/CFF is due by 17 June. / 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 sheet 127/CFF, 2026-07-17 official text · verified 2026-10-26

4. A taxpayer whose cancellation is refused only because it is under audit is relieved of filing periodic returns and formal obligations until the audit ends.
Cost to do it: Saves monthly compliance cost while the audit runs.
Example: A liquidated company under a review of 2024 stops monthly filings while the review continues. / Not a monetary rule.Resolución Miscelánea Fiscal para 2026, DOF 28 December 2025 (SAT compilation including the First Amendment, DOF 9 July 2026), Rule 2.5.19, 2026-07-09 official text · verified 2026-10-26

5. Notaries recording incorporation, merger, spin off or liquidation deeds must require the parties to prove, within the month after signing, that they filed the RFC registration or the liquidation or cancellation notice; otherwise the notary informs SAT within the following month.
Cost to do it: No fee; failure is reported to SAT.
Example: The liquidation deed is signed on 10 April; the notary expects proof of the SAT notice by 10 May. / 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 VIII, 1981-12-31 official text · verified 2026-10-26

6. Foreign individuals, foreign companies and Mexican companies registered in the National Foreign Investment Registry must request cancellation within 40 business days after they stop falling within the registration cases of art. 32 of the Foreign Investment Law.
Cost to do it: No fee is set in the regulation for cancellation.
Example: A liquidation closes on 31 March 2027; the RNIE cancellation must be requested by late May 2027 (40 business days). / 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

7. Accounting records and tax documents are kept for five years from the filing of the related returns; corporate documents such as incorporation, capital changes, mergers, spin offs, dividend statements and share cost data must be kept for as long as the company exists. SAT's power to assess generally expires five years after the annual return is filed. The LGSM separately requires liquidators to keep the books for ten years after liquidation (five in the express route).
Cost to do it: Storage cost.
Example: A final liquidation return filed in April 2027 can generally be audited until April 2032; the liquidator keeps the books until 2037. / 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), CFF arts. 30 and 67; LGSM art. 245, 1981-12-31 official text · verified 2026-10-26

Registry	Action	Deadline	Fee
SAT RFC (liquidation)	Notice 129/CFF	Within the month after liquidation ends	Free
SAT RFC (cessation without liquidation)	Notice 127/CFF	Within the month after the last return	Free
AML vulnerable activities register	Deregistration receipt	Before 129/CFF if registered	Free
IMSS	Separation notices for all staff	5 business days	Free
RNIE	Cancellation request	40 business days	No fee set
Public Registry of Commerce	Cancellation of registration	After the final balance	State fees

Deregistration checklist (CFF art. 27; RMF 2026 Annex 2; RNIE regulation art. 40)

Worked example

Order matters: final liquidation return, then positive compliance opinions, then 129/CFF, then RNIE cancellation within 40 business days.
If an audit is open, the company stays registered but stops periodic filings under rule 2.5.19 until the audit closes.

Step by step

1. Six months before closing, download the tax and social security compliance opinions and fix every negative item.
2. Reconcile five years of returns against SAT's invoice data.
3. Deregister from the anti money laundering register if the company carried out vulnerable activities.
4. File the final return and notice 129/CFF (or 127/CFF) by appointment.
5. Request RNIE cancellation within 40 business days.
6. Archive tax records for five years and corporate records for ten years after liquidation.

Common traps

Filing 129/CFF with an open audit: it is refused (CFF art. 27).
Ignoring old invoice mismatches: SAT checks the last five tax years (Annex 2, 129/CFF).
Supplier risk: having dealt with an invoice mill on SAT's list blocks cancellation unless the operations were proven or corrected.
Forgetting the RNIE: the 40 business day deadline runs from when the investor stops being in a registration case.

Sources

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