[ESTABLISHING A BUSINESS ENTITY IN MEXICO] 341
national economy from transactions carried out in Mexico with illegal resources. Therefore, it creates a new set of obligations for entities and/or individuals that carry out what the AML Law defines as “Vulnerable Activities” 35 . Such “Vulnerable Activities” must be filed before the SAT through the elaboration of a report and that generally contains the description, among others, of (i) the transaction considered as “Vulnerable Activity”; (ii) the information of the parties involved in the “Vulnerable Activity” such as full name, address, incorporation information (in case of entities); and (iii) the amount of the transaction. Some of the “Vulnerable Activities” would be, among others and pursuant to the provisions set therein: (x) the lease of a real estate property; (y) the development of real estate; and (z) the incorporation process of a company, mergers, acquisitions and capital increases. Ongoing Maintenance The companies regulated under the LGSM and the SAPI pursuant to the LMV are required, among other matters, as its ongoing maintenance, to: (a) Execute a shareholders/partners meeting at the corporate domicile of the company at least once a year. In such meeting, the shareholders/partners shall approve the annual financial statement of the company, profits, ratify the way the entity is managed either through a board of directors or through a sole manager and, in the case of the
SA and the SAPI, ratify the report presented by the examiner. (b) Keep corporate ledgers whereby the names, nationalities, capital stock variations, shareholders’ or partners’ meetings, board of directors’ meetings and transfers of capital stock or equity be recorded. It is important to note that, according to the LGSM, the names of the shareholders/partners that appear in such records are, with respect to third parties, the legal holders of the shares/equity participation that integrates the capital stock of the company. Per recent amendments to the LGSM and the Mexican Federal Fiscal Code, the SA and the SRL will be bound to (i) publish a notice of any transfer of their capital stock or equity in the electronic system set forth by the SE, and (ii) file notice to SAT regarding any transfer of their capital stock or equity. (c) Appoint a sole manager or, in this case, the members of the board of directors to fulfill the instructions provided by the shareholders/partners meetings and to direct the activities performed by the company. (d) In addition, pursuant to the AML Law, further requirements and reports will be necessary to be filed on a periodic basis to comply with such law. V. Taxation The SA, the SRL and the SAPI, once incorporated, shall obtain from the SAT a tax identification number ( RFC ) and will
IV.
35 As listed in Article 17 of the AML Law.
ILN Corporate Group – Establishing a Business Entity Series
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