[ESTABLISHING A BUSINESS ENTITY IN MEXICO] 339
or partners participate in the equity or stock structure of the company) (from 2 – 10 business days); 3. To execute the incorporation deed containing the company’s by -laws before a Public Faith Officer (including powers-of-attorney granted to officers of the relevant company) (usually 2 business days); 4. To file the public deed containing the articles of incorporation (and powers- of-attorney) of the company before the office of the Mexican Public Commercial Registry ( Registro Público de Comercio ) (“ RPC ”) located in the company’s domicile (usually from 5 – 10 business days); 5. To file and obtain before the Mexican Tax authorities the tax identification number (RFC) and obtain the Digital Signature ( Firma Electrónica Avanzada ) (“ FIEL ”) which will allow the company to pay taxes, open bank accounts and electronically comply with its tax obligations. For such purposes, a domicile within Mexico is required in order to obtain the relevant RFC of the Mexican company (approximately 7 to 15 business days); and 6. Filing and registration before other applicable Mexican authorities (such as the Foreign Investment Registry ( Registro Nacional de Inversión Extranjera ) (“ RNIE ”). Thereafter and during the participation of foreign investment in the company, it will have to provide such authorities, periodical information and/or renewal filings (from 5 – 7 business days).
The information required to incorporate either an SA or an SRL or a SAPI are practically the same. Please note as follows the information and/or documentation that would be required in order to incorporate either an SA, an SRL or a SAPI: (a) As mentioned above, before the incorporation of the company, it is required to obtain a permit from the SE for the use of the corporate name. The SE requires the petitioner to provide up to five possible different corporate names for the new company, in case some of them are already used. It is utilized to secure the name and to avoid that two companies not related to each other share the same or similar corporate names; (b) The name of the persons who will be shareholders or partners of the company (at least two (2) 33 , which may be either individuals or entities). The shareholders or partners may grant a special power- of-attorney to the persons that will appear before the Public Faith Officer ( Notario or Corredor ) to incorporate the company on their behalf. Such power-of-attorney would also need to be valid and enforceable pursuant to Mexican law and therefore, if granted abroad, it shall be granted before a notary and comply with International Treaties signed by Mexico, such as the Inter-American Convention on the Legal Regime of Powers of Attorney to be used
33 Except for the SAS.
ILN Corporate Group – Establishing a Business Entity Series
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