Step 1: The client will need to suggest a name for the new entity, offering at least two options.
Step 2: The company's name application will be submitted to the Mexican government by my firm.
Step 3: The client must furnish the names of the individuals who will be part of the new entity. A minimum of 2 members is required, with no maximum limit. Membership is open to both foreign individuals and foreign entities. Note that opting for a foreign entity as a member will result in higher formation costs. Additionally, any documentation from a foreign entity must be translated into Spanish by a translator authorized by a Mexican court.
Step 4: My firm will prepare a power of attorney that will need to be granted to members of my firm by the entities or individuals that you choose to be the members of the Mexican entity.
Step 5: My firm will prepare the Articles of Incorporation and Bylaws of the new entity. My firm will provide an English version for your review.
Step 6: Upon notarization of the Articles of Incorporation and Bylaws the entity will be formed.
Step 7: The Company will be registered at the Commercial Registry
Step 8: The Company will be registered at the Foreign Investments Registry
Timeframe
Forming the company will require 2 weeks from the date we receive the powers of attorney granted by the company members. Subsequently, obtaining a taxpayer number will take 2 weeks, followed by a 3-week process to open a bank account. In total, this will take approximately 7 weeks.
Important Notes
a) TAXPAYER NUMBER: Obtaining a Mexican taxpayer number for the company is mandatory. Please be advised that in order to obtain a taxpayer number you need to provide a document showing your company’s physical address in Mexico (i.e. proof of address such as a phone bill or lease contract). If you cannot provide a proof of address let us know and we will discuss options to obtain a temporary physical address. Our law firm can assist you providing a physical address to meet this requirement for a monthly fee.
b) TAX REPRESENTATIVE: To acquire a taxpayer number for the company, a tax representative is required. This individual will be responsible for requesting a taxpayer number and ensuring full compliance with the company's tax responsibilities. The role of tax representative carries some risk, as they share liability with the company for any breaches of tax regulations and for any outstanding taxes owed by the company.
If the person you appoint as tax representative of the company is a foreigner he would need both a temporary resident visa and a Mexican taxpayer number in order to apply for a taxpayer number for the company. Please note that the process of getting a visa and a Mexican taxpayer number takes approximately 4 months. That process involves traveling to Mexico 2 or 3 times. Our law firm can assist you with this process. If you cannot travel to Mexico to get a visa and taxpayer number my firm can provide a tax representative.
c) BANK ACCOUNT: In order to open a bank account for the company you first need to obtain the company’s taxpayer number. If the representative of the company is a foreigner most banks will require a Mexican visa in order to open a bank account. If you do not have a visa my firm can assist you in opening a bank account.
d) TAX RETURNS: Upon establishment of the company, it is essential to engage an accountant promptly to handle the monthly and annual tax filings mandated by Mexican regulations. Compliance with tax return submissions is obligatory, regardless of operational activity or sales. Our firm collaborates with an accounting firm capable of offering these services. Alternatively, for straightforward accounting and tax needs, our in-house accountant can assist at a competitive cost.
e) ANTI-MONEY LAUNDERING LAW REQUIREMENTS: Each shareholder of the company to be formed must provide his taxpayer number (e.g. Social Security number for Americans) and a proof of address (e.g. utilities bill, phone bill or bank statement). Plus, if any of the shareholders is married, he will need to provide the passport, phone number and email of his spouse and marriage certificate (i.e. marriage license).
Copyright Mata Law, S.C., 2024
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