Country：墨西哥 · Entity Incorporation
Mexico · Entity Incorporation
The main vehicles in Mexico are the variable-capital stock corporation (S.A. de C.V., for mid/large-scale or financing needs) and the limited-liability company (S. de R.L. de C.V., for SMEs/flexible operation). The law sets no mandatory minimum registered capital (for S.A. recommend no less than MXN 50,000 with 20% paid-in). Registration requires notarised articles by a Notary Public, RPC commercial registration, and an RFC tax number from SAT, taking about 1–2 months overall. A resident legal representative (Representante Legal) in Mexico is mandatory and must hold an RFC tax number.
Key points
- Entities: S.A. de C.V. (variable-capital stock, mid/large) or S. de R.L. de C.V. (limited liability, SME).
- Minimum capital: no statutory requirement; S.A. recommend no less than MXN 50,000 with 20% paid-in; S. de R.L. may contribute symbolically.
- Mandatory role: resident legal representative (Rep Legal) in Mexico, must hold RFC and have local contact.
- Notarisation mandatory: articles must be notarised by a Notario Público; shareholders may authorise remotely but must appear or delegate.
- Name suffix must include entity type (e.g. S. de R.L. de C.V.); SE name reservation valid 60 days.
Procedure
- Name clearance at the Ministry of Economy (SE) (Spanish/English, provide 3–5 alternative names).
- Draft articles and notarise by Notario Público.
- RPC commercial registration to obtain registration certificate (about 10 working days).
- Apply to SAT for RFC tax number and e-signature (FIEL); foreign shareholders must first obtain CURP.
- Complete RNIE foreign-investment registration within 40 days of establishment; open bank account.
Hard requirements
- At least 2 shareholders (S.A.); resident legal representative (Rep Legal) holding RFC.
- Genuine office address (from 2025 virtual addresses banned, lease of 12+ months required).
- Notarised articles and RPC registration.
Costs
Registered capital by scale (S.A. recommend no less than MXN 50,000).Notary fee about 0.5%–1% of registered capital; RPC and RFC fees separate.Legal-representative annual fee about USD 1,500; genuine office rent separate.⏱ ⏱ Timeline：About 1–2 months with complete documents.⚠ Common risks
- 2025 virtual-address ban causes registration rejection (genuine 12-month lease required).
- No resident Rep Legal or RFC prevents tax and account opening.
- Registered capital over MXN 400,000 requires UBO and source-of-funds declarations (AML).
- Delays at the notary and RPC prolong the process.
Handbook
📘 Step-by-Step Handbook (with owner / timeline / cost / penalties)
Applies to：For foreign persons (including Chinese capital) establishing an operating entity in Mexico (S.A. de C.V. or S. de R.L. de C.V.); not for branches or representative offices.
Prerequisites
- Entity type and shareholder structure determined (natural person or Chinese parent; Chinese parent must first complete ODI, see ODI dimension).
- 3–5 Spanish or English alternative names prepared, including the statutory type suffix.
- Resident legal representative (Rep Legal) in Mexico determined, holding or able to obtain RFC.
- Genuine office address available (from 2025 pure virtual addresses banned, lease of no less than 12 months required).
- UBO (natural person holding or controlling no less than 25%) identity can be traced and verified.
| Step | Action | Owner | Timeline | Cost | Official form / system | Notes & penalties |
|---|---|---|---|---|---|---|
| 1 | Ministry of Economy (SE) name approval. Submit company name application via the SE portal, prepare 3–5 alternative names (Spanish or English); the name must include the entity-type suffix (e.g. S. de R.L. de C.V.). | Applicant or Mexican lawyer (via SE portal). | — | Name-application fee low (per SE publication). | SE name-approval application. | Name reserved about 60 days; avoid restricted words. Penalty：Name conflict or restricted words cause rejection and delay registration. |
| 2 | Notary Public (Notario Público) notarises articles. Draft the articles of incorporation (Escritura Pública/Acta Constitutiva), specifying corporate purpose, capital, management structure and authorised signatory (Apoderado); signed by shareholders or authorised representatives before the notary. Remote shareholders may issue a special power of attorney (Poder) with Hague apostille. | Notario Público (Mexican notary). | — | Notary fee charged by percentage of registered capital, about 0.5%–1% (per notary rate, quoted). | Escritura Pública (notarised articles). | Notarised document is the basis for all subsequent steps; recommend a broad corporate-purpose description to cover future business. Penalty：Articles defects or false info cause RPC rejection and registration delay. |
| 3 | Public Registry of Commerce (RPC) registration The notary submits the notarised articles on behalf of the company to the commercial registry (Registro Público de Comercio, RPC) of the state where the company is registered, obtaining the commercial-registration number and company registration certificate. | Notary-submitted / state RPC. | — | RPC registration fee (by state, small amount). | RPC commercial-registration application. | After registration the company acquires full legal personality, can sign valid contracts and exercise commercial rights. Penalty：No registration means no full legal personality, cannot operate or open accounts normally. |
| 4 | SAT RFC tax number and e.firma (FIEL) The legal representative visits SAT in person to activate the company RFC tax number and apply for the advanced e-signature e.firma/FIEL (biometric capture required). RFC is required for invoicing, hiring, import/export and account opening. | Legal representative (Rep Legal) / SAT. | — | SAT fee low. | RFC registration + e.firma application. | Foreign shareholders/representatives usually obtain CURP first; RFC certificate contains a 13-digit tax number. Penalty：Without valid RFC cannot issue CFDI invoices, hire or open accounts; delay may trigger platform withholding of higher tax. |
| 5 | RNIE foreign-investment registration (within 40 days of establishment) Any company with foreign shareholders must register with the National Registry of Foreign Investment (RNIE) within 40 working days of establishment (notarial incorporation) and fulfil follow-up periodic (annual/quarterly) reporting. | Company / Mexican lawyer. | — | RNIE registration fee low. | RNIE foreign-investment registration. | General sectors allow 100% foreign ownership; sensitive/restricted sectors must also observe shareholding caps (see qualification dimension). Penalty：Late registration faces fines and may affect subsequent compliance and business. |
| 6 | Open corporate bank account With the full set of company documents (notarised articles, RFC, e.firma, UBO and address proof) submit account opening to banks such as BBVA/Santander/Banorte, completing KYC/AML review; the legal representative usually must appear in person or by video verification. | Legal representative / bank. | — | Minimum deposit and account-management fee per bank. | Bank KYC/account-opening form. | Bank cannot onboard without RFC activated; prepare business-substance materials for due diligence. Penalty：Missing materials enter manual review, delaying 2–6 weeks or even rejection. |
| 7 | Municipal permits and local compliance wrap-up Obtain municipal operating licence (Licencia de Funcionamiento), IMSS employee registration (if hiring) per business activity, and keep company books within Mexico. | Company / local advisor. | — | Municipal permit fee by municipality. | Municipal permit and IMSS registration. | S.A. de C.V. must mandatorily appoint a statutory auditor (Comisario). Penalty：Operating without municipal permit is a violation; books not kept locally violates commercial law. |
✅ Self-check list
⚠ Common pitfalls
Pure virtual address rejected (2025 ban)影响：Registration rejected or delayed, requiring a genuine lease.规避：Lease a genuine office and prepare a ≥12-month lease as address proof.
No resident Rep Legal or RFC影响：Cannot handle tax, issue invoices, hire or open accounts, business paralysed.规避：Before establishment, secure a resident-in-Mexico legal representative who can obtain RFC (may engage a local professional representative).
RNIE registration overdue (>40 working days)影响：Fines and affects subsequent foreign-investment compliance.规避：Include the 40-day deadline in the establishment calendar, handled by lawyer in parallel.
UBO (≥25%) not declared or inaccurate tracing影响：Triggers AML review, bank freeze and regulatory penalty.规避：Prepare beneficial-owner files for every natural person holding or controlling ≥25%, ensure info true and traceable.
Name with restricted word or missing suffix影响：SE rejection and delay.规避：Pre-review name, properly use suffixes such as S. de R.L. de C.V., avoid restricted-sector vocabulary.
Notary fee/registered-capital info false影响：RPC rejection, registration delay.规避：Reasonably set registered capital and paid-in arrangement, verify articles consistency before notarisation.
📅 Ongoing post-incorporation obligations
- Maintain genuine registered address and renew lease on time.
- Annual and monthly SAT filings, CFDI e-invoices, electronic accounting submission (see tax dimension).
- RNIE quarterly and annual reports.
- Company books must be kept locally (not only overseas copies).
- S.A. de C.V. must mandatorily appoint a statutory auditor (Comisario).
- Changes to address, legal representative or capital must be updated at RPC and SAT promptly.
🔗 Official portals
📎 Source：Mexico Ministry of Economy (SE); Public Registry of Commerce (RPC); Notary Public (Notario Público); SAT
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