Corporate Law

Corporate LawLegal Requirements for Opening a Company in Mexico.

Please find below a list of the general corporate documentation and official registries and records required for a new corporation to do business in Mexico:

1. File an application providing three different names for the company before the Ministry of Foreign Affairs in order to obtain the authorization to use the corporate name of the same.

2.- Articles of incorporation and by-laws (estatutos sociales) of the corporation granted before a Mexican Notary Public authorized to perform his position at the corporate domicile.

3.- Registration of the first public deed of the articles of incorporation and by-laws at the Public Registry of Commerce of the corporate domicile of the corporation.

4.- Open and make first entries in the stock registry book of the corporation.

5.- Open capital variations book of the corporation.

6.- Open shareholders' meetings minute book of the corporation.

7.- Open board of directors meetings minute book of the corporation.

8.- Powers of attorney shall be granted by the corporation to one or more individuals to allow the operation of the corporation. You may wish to discuss in detail this point since there are many types of powers of attorney and certain restrictions to the authority of the attorneys-in-fact are usually suggested.

9.- Original temporary or final stock certificates issued in favor of the shareholders of the corporation.

10.- Registration of the corporation at the Ministry of Finance in order to obtain a Federal Taxpayers Registry Identification ("FTRI") of the corporation.

11.- Registration of the corporation before the National Registry of Foreign Investment (“NRFI”) within the forty (40) business days following the date of incorporation of the corporation. The abovementioned registration shall be renewed every year during the month established by the Regulations of the Foreign Investment Law.

12.- Registry of the corporation at the Mexican Entrepreneurial Information System ("SIEM").

13.- In regard with the second point of this letter and in order to prepare the articles of incorporation of the company we shall require the following information:

- Name, address and nationality of the shareholders. (the legal minimum required is two shareholders)
- Corporate name.
- Term of the company.
- Capital stock (the legal minimum required is $ 50,000.00 Mexican pesos)
- Number of shares and amount of capital of each shareholder.
- Corporate purpose.
- Domicile of the company.
- If the company shall be managed by a Sole Administrator or by a Board of Directors, and the authorities of such persons.
- Appointment of the Sole Administrator or members of the Board of Directors and Examiners.

Likewise, the approximate time to form a new company in Mexico shall be of two to three weeks (time required for the client to review and authorize the by-laws and to prepare the powers of attorney that will have to be granted to members of the firm in order to appear before the Mexican Notary Public – the above mentioned powers of attorney have to be granted before a Notary Public and affixed with an apostille-) under normal circumstances and our fees are of US$3,000.00, plus Notary’s, government fees and expenses.

Should you have any comments or questions in regard with the foregoing, please do not hesitate to contact us.

Rafael Heres Del Valle, Esq.

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