Incorporation + Compliance

Company Incorporation in Mexico

Effortlessly incorporate and manage your company in Mexico with Vepapu—offering all-in-one services from registration to compliance, banking, and visa support.

Company Incorporation in Mexico
Cayman Islands Company Formation
Why Mexico?

Mexico as Your Business Destination

Unlock Growth Opportunities in an Emerging Market

Low Cost

Low Cost

Requires fewer expenses to set up and manage a company.

Efficient

Efficient

Simplified compliance requirements and regulatory processes.

Demography

Demography

A large and young population provides a dynamic workforce.

No Residency

No Residency

Allows for foreign shareholding up to 100% in the company.

All-in-one Package

Company Incorporation Package

Everything You Need for Seamless Company Formation

COMPANY REGISTRATION

Online Company Incorporation

Experience seamless company formation from anywhere with Vepapu. Our digital incorporation services ensure you can register your company online without the need to travel or submit paperwork in person.

We guide you through each step of the process, ensuring compliance with local regulations and providing support for any incorporation-related queries.

Online Company Incorporation
Local Office & Nominees
LOCAL ESSENTIALS

Local Office & Nominees

Meet the local requirements online with Vepapu. Having a local registered office address is mandatory for your company's registration and we will help you meet this requirement. We will receive, scan, and email you if any mail is received from the authorities at your address.

You can also build a physical presence in the country by opting for our nominee director services, who will act as your company's director while you retain total control over your company.

ACCESS BANKING

Bank Account Opening

You can capitalise on our strong banking relationships with traditional banks as well as digital-first banking providers.

You would need to physically visit the bank's location if you opt for a traditional brick-and-mortar bank, while modern digital banking providers welcome you with an online onboarding process.

Bank Account Opening
Work and Investor Visas
VISA SPONSORSHIP

Work and Investor Visas

Leverage Vepapu’s expertise to navigate the visa application process for your business needs. Whether you require work visas for your team or investor visas to secure your investment rights, we facilitate the entire process.

Our services include comprehensive guidance on meeting eligibility criteria, preparing necessary documentation, and submitting applications efficiently to minimize wait times and complications.

Entity Structure

Multiple Company Types

Limited Liability Company (S. de R.L.)

A business entity with limited liability for shareholders, ideal for SMEs.

Branch Office (Sucursal)

A local extension of a foreign company conducting business in Mexico.

Representative Office (Oficina de Representación)

A non-commercial entity for market research and promotion by a foreign company.

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Flexible and secure payment options worldwide
Docs & Info

Documents Required

Mandatory documents and information required for your company formation

Individuals

If you are an individual:

Proof of Identity:

Included

A certified true copy (scanned version) of the passport (valid for at least 6 months)

Included

A comprehensive Curriculum Vitae (C.V.), Resumé, or Linkedin profile.

Proof of Address:

Included

One of the scanned copies of a bank reference, bank statement, Utility bill, or Driver license.

It should clearly show the holder's full name along with a physical address written in English (P.O. Box addresses are not accepted).

It must be the most recent version and dated within the last 3 months.

Organization

If you are an organisation:

Company Documents:

Please provide us with certified true copy (scanned version) of the following company documents:

Included

Certificate of Incorporation

Included

Memorandum and Articles of Association / Constitution

Included

Register of Director

Included

Register of Shareholder / UBO

Included

Extract of the company’s details from the Registrar of Companies, which can include any of the following: Business Profile / Certificate of Incumbency / Certificate of Good standing (valid for within 6 months if any).

Company Members:

All members of the corporation, including Directors, Shareholders, Ultimate Beneficial Owners (UBOs), and Contact persons, must provide identity and address proofs as mentioned above.

PROCESS

Incorporate in 5 Easy Steps

From Paperwork to Approval: Making Company Formation Fast and Straightforward

Step 1

Tell us your requirements

Click here and fill out the short form to let us know your requirements.

Afterwards, our team will get in touch with you to guide you through the process.

Step 2

Documents and due-diligence

Begin the company incorporation process by sharing the requested documents, as listed here. This enables us to begin the mandatory KYC and due diligence procedures to comply with local and international laws.

During the process of due diligence, our team might request additional information, documents, or clarification as needed.

If you ever feel lost while organising the documents, please contact us, as your dedicated manager from Vepapu will guide you through it.

Step 3

Application and follow-up

Our team will now have the required information and documentation in hand to proceed with completing the required paperwork involved in incorporating your company.

We will complete one or multiple application forms as required and coordinate with the registry to submit them for their official approval.

We will do timely follow-ups with the registry and actively work with them if they require any further clarification or documentation before their approval.

Step 4

Other registrations, if required

If there are any other registrations with different government departments that are generally required before commencement of any business, required for your specific business industry, or that you have chosen voluntarily, we will promptly complete them.

Step 5

Ongoing compliance

As Vepapu strongly believes that company incorporation is just the first step in any business journey, we will accompany you throughout your business's life cycle by keeping it in good standing with local rules and regulations.

We will take care of monthly, quarterly, bi-annual, or annual reports and return filings with the authorities. We will timely inform you of the upcoming compliance deadlines, such as conducting an annual general meeting, for your prompt action.

End

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What are the business entity types available in Mexico?

Limited Liability Company (Sociedad de Responsabilidad Limitada, S. de R.L.)

A Limited Liability Company (S. de R.L.) in Mexico is ideal for small and medium-sized businesses. It requires a minimum of two shareholders and can have up to 50. The liability of each shareholder is limited to their capital contribution, making it a popular choice for foreign investors. The management structure can be flexible, allowing either members or designated managers to handle operations.

Stock Corporation (Sociedad Anónima, S.A.)

A Stock Corporation (S.A.) is the most common business structure in Mexico, suitable for larger businesses or those seeking to issue shares to raise capital. It requires a minimum of two shareholders, and there is no maximum limit. Shareholders' liability is limited to their share contributions, and the company must have a Board of Directors. The S.A. can be publicly traded or privately held, offering flexibility in operations and funding.

Simplified Stock Corporation (Sociedad por Acciones Simplificada, S.A.S.)

The Simplified Stock Corporation (S.A.S.) is a newer type of entity in Mexico, designed to streamline the incorporation process for small businesses. It can be formed by a single shareholder, and the liability is limited to the shareholder's capital contribution.

Civil Partnership (Sociedad Civil, S.C.)

A Civil Partnership (S.C.) is typically used by professionals such as lawyers, accountants, and consultants who want to work together under a shared business structure. In this entity, partners share unlimited liability for the partnership’s obligations. While it does not have a commercial purpose, it allows professionals to collaborate and pool resources, with profits and losses distributed according to the partnership agreement.

General Partnership (Sociedad en Nombre Colectivo, S. en N.C.)

The General Partnership (S. en N.C.) is a business entity where all partners share unlimited liability for the business’s debts and obligations. It requires at least two partners, and decisions are typically made jointly by all partners. This structure is less common due to the unlimited liability but can be suitable for small businesses where trust and shared responsibility are paramount.

Limited Partnership (Sociedad en Comandita Simple, S. en C.S.)

A Limited Partnership (S. en C.S.) in Mexico consists of two types of partners: general partners, who have unlimited liability and manage the business, and limited partners, whose liability is restricted to their capital contribution. This structure is often used in ventures where certain partners prefer a passive role, contributing capital without being involved in daily management.

Cooperative Society (Sociedad Cooperativa, S.C.)

A Cooperative Society (S.C.) is a business entity where members pool resources for a common economic goal, often seen in agricultural or labor sectors. Each member has equal voting rights regardless of their contribution, promoting democratic decision-making. Profits are distributed among members based on their participation, and this structure encourages collective ownership and responsibility.

Branch Office (Sucursal)

A Branch Office allows a foreign company to conduct business activities in Mexico as an extension of its parent company. It is not a separate legal entity, meaning that the parent company is fully liable for the branch's operations, debts, and obligations. The branch office can engage in commercial activities, enter into contracts, and generate revenue in Mexico. Establishing a branch requires registration with the Mexican Public Registry of Commerce and compliance with local laws and tax obligations.

Representative Office (Oficina de Representación)

A Representative Office in Mexico is primarily used for non-commercial activities, such as market research, promotion, or liaison between the parent company and local clients. It cannot engage in direct commercial transactions or generate revenue. Since it does not conduct business operations, the establishment process is simpler, and it is not subject to the same tax obligations as other entities. However, all activities must be limited to representing the parent company, without engaging in any income-generating activities.

Can foreigners incorporate a company in Mexico?

Yes, foreigners can incorporate a company in Mexico, and one of the most popular structures that allow for foreign shareholding is the Limited Liability Company (LLC), known as Sociedad de Responsabilidad Limitada (S. de R.L.). Under Mexican law, foreigners can hold up to 100% of the shares in an LLC, providing flexibility and control over the business. The Foreign Investment Law (Ley de Inversión Extranjera) governs foreign ownership in Mexico, ensuring that foreign investors can freely participate in most sectors without restrictions.

Mexico has taken significant steps to encourage foreign investment through various reforms and trade agreements. For instance, the United States-Mexico-Canada Agreement (USMCA) enhances investor protections and simplifies cross-border business activities. Additionally, the country has signed numerous bilateral investment treaties, ensuring fair treatment and protection for foreign investments. The Mexican government has also introduced tax incentives and streamlined incorporation processes, particularly in sectors like manufacturing, technology, and renewable energy, to attract foreign entrepreneurs.

What is the structure of an LLC in Mexico?

Directors

An LLC in Mexico requires at least one director to manage the company. This director can be either an individual or a legal entity, such as another company, offering flexibility in management structure. There are no restrictions on the director's nationality, allowing foreigners to serve as directors without the need for a local partner. However, foreign directors must obtain a Mexican tax identification number (RFC) to comply with tax regulations. Nominee directors are also permitted, which can be beneficial for maintaining privacy or delegating responsibilities.

Shareholders

A Mexican LLC must have a minimum of two shareholders, who can be individuals or legal entities. Shareholders can be of any nationality, and foreign ownership of up to 100% is permitted in most sectors. This makes the LLC structure particularly attractive for foreign investors looking to maintain full control over their business. Nominee shareholders are allowed, providing additional flexibility and discretion for foreign investors. The shareholders' liability is limited to their capital contributions, reducing personal risk and encouraging investment.

Share Capital

There is no legal minimum share capital required to establish an LLC in Mexico, making it accessible for businesses of various sizes. The share capital is typically determined by the shareholders based on the company’s needs and business plan. Contributions can be made in cash, kind, or other assets, providing flexibility in how the company is capitalized and there is no mandatory minimum.

Office Space

An LLC in Mexico is required to have a registered office address within the country, which serves as the official location for receiving legal and tax correspondence. This office space can be a physical location or a virtual office, depending on the nature of the business. The address must be registered with the Mexican authorities, and it is advisable to have a space that can accommodate the company’s operations and staff, especially if the business requires physical presence.

Documents required for a company formation in Mexico

To incorporate a company in Mexico, you need to prepare and submit various documents. These documents are essential to comply with Mexican regulations and ensure your business operates legally. The documents will be used in KYC due diligence procedures, application preparation, and document submission to the authorities.

Proposed Company Details:

  1. Proposed company names.
  2. Business Activities: Detailed description of the company’s purposes and objectives.
  3. Share Details: Number of shares, share classes (if any), rights attached, and nominal value.
  4. Power of Attorney: Signed by each shareholder for submission.
  5. Proof of a registered address in Mexico.

Personal Documents for Directors, Shareholders, and Promoters:

  1. Copy of colored passport with at least 18 months of validity.
  2. National identity card
  3. Proof of a foreign residential address.
  4. Resume and contact information.

Corporate Documents for Corporate Shareholders:

  1. Certificate of Incorporation.
  2. Memorandum & Articles of Association/Constitution and Amendments.
  3. Certificate of Incumbency.
  4. Proof of the registered address.
  5. Board of Directors structure and corporate chart.
  6. Corporate representative details and board resolution.

Additional Requirements:

  1. Written confirmation that directors, shareholders, and other key individuals are not Politically Exposed Persons (PEPs).
  2. Principal place of business address.
  3. Source and origin of funds used in the business.
  4. Expected location of the company’s customers and suppliers.
  5. Information on the beneficial owner, if different from the named shareholder.

How do I incorporate a company in Mexico?

Step 1- Choose and Reserve Your Company Name

The first step is to choose a company name and reserve it with the Ministry of Foreign Relations (Secretaría de Relaciones Exteriores, SRE). You must submit an application with three to five potential names, listed in order of preference, to ensure that the name you want is available and not already in use by another company in Mexico.

Step 2 - Draft the Articles of Incorporation

Once the company name is approved, the next step is to draft the Articles of Incorporation. This document outlines the company's foundational details, including its purpose, structure, capital, and governance rules. It’s advisable to work with a Mexican lawyer to ensure compliance with local laws. Once drafted, the Articles must be notarized by a Mexican Notary Public, who will require identification and possibly a Power of Attorney if you are not physically present in Mexico.

Step 3 - Obtain a Tax Identification Number (RFC)

After the Articles of Incorporation are notarized, you need to obtain a tax identification number (Registro Federal de Contribuyentes, RFC) from the Mexican Tax Authority (Servicio de Administración Tributaria, SAT). This step is essential for your company to operate legally and is usually handled by a local representative or through a Power of Attorney if you are a foreigner.

Step 4 - Register the Company with the Public Registry

The company must then be registered with the Public Registry of Property and Commerce (Registro Público de la Propiedad y Comercio, RPPC). This process officially establishes your company as a legal entity in Mexico. You will need to submit the notarized Articles of Incorporation, the RFC, and other relevant documents. Once registered, your company legally exists in Mexico.

Step 5 - Register with the Mexican Social Security Institute (IMSS)

If your company plans to hire employees, you must register with the Mexican Social Security Institute (Instituto Mexicano del Seguro Social, IMSS). This registration ensures that your employees receive social security benefits and that your company complies with labor laws. Even if the company initially has no employees, registration is recommended to avoid future fines.

Step 6 - Register with the National Registry of Foreign Investments (RNIE)

If your company has foreign ownership, you must register with the National Registry of Foreign Investments (Registro Nacional de Inversiones Extranjeras, RNIE). This registration is mandatory for foreign-owned companies and involves submitting regular financial reports if your company’s capital exceeds certain thresholds.

Step 7 - Obtain Necessary Permits and Registrations

Depending on your business activities, you may need additional permits or registrations with various government agencies, such as the Mexican Institute of Intellectual Property or the Ministry of Health. It is also necessary to register for local municipal or state permits, especially if your company operates in regulated industries or specific geographical areas.

Compliance requirements post-incorporation

Annual Tax Filings (SAT)

Once your company is incorporated, you are required to file annual tax returns with the Mexican Tax Authority (Servicio de Administración Tributaria, SAT). These filings must include detailed financial statements, records of income, and expenses, along with any applicable tax payments. The company must also file monthly provisional tax returns, reporting income, VAT, and payroll taxes.

Social Security Contributions (IMSS)

If your company employs staff, you must regularly report to the Mexican Social Security Institute (Instituto Mexicano del Seguro Social, IMSS). This includes calculating and paying social security contributions for each employee, which cover health care, pensions, and other social benefits. Payments are typically made monthly, and failure to comply can lead to fines and legal issues.

Corporate Governance Compliance

Your company must hold annual general meetings of shareholders to approve financial statements and other major decisions. Minutes of these meetings must be documented and stored as part of the company's official records. Additionally, any changes to the company’s structure, such as changes in directors or shareholders, must be registered with the Public Registry of Property and Commerce (RPPC).

Financial Reporting to the RNIE

For companies with foreign ownership, it is mandatory to submit annual financial reports to the National Registry of Foreign Investments (Registro Nacional de Inversiones Extranjeras, RNIE). These reports provide information on the company’s financial health, including assets, liabilities, and equity. Companies with significant foreign capital may have additional reporting obligations.

Local Permits and Licenses Renewal

Depending on your company’s business activities and location, you may need to renew local permits and licenses annually. This could include municipal operating licenses, environmental permits, or health and safety certifications.

Compliance with Labor Laws (STPS)

Your company must comply with Mexican labor laws, overseen by the Ministry of Labor and Social Welfare (Secretaría del Trabajo y Previsión Social, STPS). This includes adhering to minimum wage laws, providing mandatory benefits like profit-sharing, and maintaining proper employment contracts. Regular inspections by the STPS may occur.

VAT and tax considerations for companies in Mexico

Corporate Income Tax (CIT)

Companies in Mexico are subject to a Corporate Income Tax (CIT) rate of 30% on their worldwide income. This tax is applied to net profits, calculated as total income minus allowable deductions and expenses. Companies must file their annual CIT return by March 31st of the following year. Additionally, companies are required to make monthly provisional payments throughout the year, which are credited against the annual tax liability.

Value Added Tax (VAT)

Mexico imposes a Value Added Tax (Impuesto al Valor Agregado, IVA) of 16% on most goods and services sold within the country. Certain items, such as basic foodstuffs and medicines, are exempt from VAT or subject to a reduced rate. Companies must file monthly VAT returns, reporting the VAT collected on sales and the VAT paid on purchases, with the difference payable to or refundable from the tax authorities.

Payroll Taxes and Social Security Contributions

Employers in Mexico are responsible for withholding and paying various payroll taxes and social security contributions on behalf of their employees. This includes contributions to the Mexican Social Security Institute (IMSS), which cover health care, pensions, and other benefits. The total social security contribution rate varies but can be around 30% of an employee’s salary, shared between the employer and the employee. Employers are also required to pay a payroll tax (Impuesto Sobre Nómina) at a rate that varies by state, typically around 2% to 3% of the total payroll.

Tax on Dividends

Dividends distributed by Mexican companies to shareholders are subject to a withholding tax. The standard withholding tax rate on dividends is 10%, but this rate can be reduced under double taxation treaties that Mexico has with other countries. The dividend tax is a final tax for foreign shareholders, meaning it satisfies their tax liability in Mexico regarding those dividends.

Tax Incentives and Special Zones

Mexico offers various tax incentives to encourage investment in specific sectors or regions, such as manufacturing, technology, and renewable energy. The Maquiladora program, for example, provides tax benefits to manufacturing companies that produce goods for export. Additionally, certain regions, known as Special Economic Zones (Zonas Económicas Especiales, ZEE), offer tax reductions, customs benefits, and other incentives to attract foreign investment.

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