10 / 21 / 22

Setting up a Business in Mexico

MEXICO CITY, MEXICO, October 21st, 2022 – In Mexico, as in other countries, legally establishing a business depends on the nature of the operations to be undertaken. There are various legal structures a company may take according to each company’s particular business plans. The type of business a company chooses to establish in Mexico will have a substantial impact on the activities it can undertake. Below you will find a general overview of the main structures and legal obligations for the establishment and operation of a business in Mexico.

1.- A Mexican Subsidiary

Many foreign investors choose to do business through the incorporation of a Mexican subsidiary. The Commercial Companies’ Law1 (“CCL”) allows various forms of entities, including the stock corporation (Sociedad Anónima, “S.A.”) and the limited liability company (Sociedad de Responsabilidad Limitada, “S.R.L.”). Also, the Securities Market Law2 (“SML”) allows other forms of entities, including the investment promotion stock corporation (Sociedad Anónima Promotora de Inversión, “S.A.P.I.”), as well as a public investment promotion stock corporation (Sociedad Anónima Promotora de Inversión Bursátil, “S.A.P.I.B.”) and a public stock corporation (Sociedad Anónima Bursátil, “S.A.B.”). The use of these types of entities is highly recommended because they limit the liability of the investors to the payment of their capital contributions, whereas branches and other forms of entities regulated by the CCL do not, as further detailed below.

A.- The Stock Corporation

An S.A. must be incorporated by at least two shareholders (individuals or entities). No minimum capital is required. However, at least 20% of the issued capital stock must be paid on the date of incorporation. If the shareholders decide to pay the subscription price in kind, the shares issued by the S.A. will have to be kept by the S.A. for a term of two years. At that time, if the value of the assets paid in kind is less than 25% of the value assigned at the time of contribution, the relevant shareholder has to pay the difference. 

Shares representative of the capital stock of the company shall be represented by certificates and, in principle, may be transferred without restrictions, pursuant to the provisions of the CCL and the General Law on Negotiable Instruments and Credit Transactions, unless otherwise provided by the shareholders. All common shares shall confer equal voting and economic rights and impose equal obligations to their holders; however, it is possible to issue and classify shares in series or classes granting different voting or economic rights to shareholders pertaining to said series or classes.

The supreme decision-making body is the shareholders’ meeting. Each share gives its holder the right to one vote at any shareholders’ meeting. Shareholders’ meetings may be ordinary, extraordinary, or special, and shall be held to approve the following matters: 

1.- Ordinary meetings shall be held to discuss and approve the annual financial statements of the company; the board’s annual report; the appointment of officers, sole director, or members of the board of directors, and statutory examiners, and their compensation, if any. 

2.- Extraordinary meetings shall be held to discuss and approve the merger or dissolution of the company, increases or reductions of the fixed capital stock, the transformation of the company, the modification of the corporate purpose or nationality of the company, or any other amendment to the by-laws of the company.

3.- Special meetings shall be held to discuss and approve matters pertaining exclusively to shareholders with the same series or class of shares. 

The day-to-day management of the S.A. shall be vested in a sole director or board of directors appointed by the shareholders. There are no provisions restricting foreign individuals from participating as directors (other than immigration laws and regulations that require a special visa to attend board meetings). However, in entities subject to foreign investment limitations, the foreign investors may not indirectly control the entity through the board of directors.

The supervision of the S.A. shall be carried out by statutory examiners appointed by the shareholders, who shall oversee the operations, documents and registries of the company and provide an annual report to the shareholders regarding the accuracy of the financial information delivered to the shareholders by the board of directors. Certain people are restricted from being appointed as statutory examiners, such as employees of the company, employees of the shareholders, employees of entities controlled by the company, and relatives of the directors, among others.

In principle, the same rules of the S.A. are applicable to a S.A.P.I.; however, the advantage of the S.A.P.I. against the S.A. is that the SML allows limiting or granting the shareholders of the S.A.P.I. several economic and corporate rights that are forbidden in the CCL. Also, the SML grants the minority shareholders more corporate rights than the CCL and allows the shareholders of a S.A.P.I. to enter into agreements and convey between them specific matters such as non-compete clauses and share transfer limitations. 

B.- The Limited Liability Corporation

The regulation of an S.R.L. is similar to that of the S.A. and its by-laws are usually drafted to closely resemble those of an S.A. Foreign investors often use this type of entity since it is considered as a pass-through vehicle for U.S. tax purposes and at least 50% of the issued capital must be paid on the date of incorporation. An S.R.L. cannot have more than 50 partners, its capital equity is divided into quotas (one per each member), which may vary in value, but in any case, it shall be at least a multiple of 1 peso. The most important difference with the S.A. is that the admission of new members and the transfer of quotas always have to be approved by the majority of the equity holders. The quotas of the members may not be transferred through endorsement since no certificates are issued to the members. Therefore, quotas must be transferred through an assignment agreement. Additionally, the rules for the S.A. relating payments in kind are not applicable for the S.R.L.

Both the S.A. and the S.R.L. are companies with fixed capital that can only be increased or reduced through a shareholders’ or partners´ meeting that must be notarized and registered with the Public Registry of Commerce that corresponds to the domicile of the company. In addition, reductions of the fixed capital require the entity to make certain publications to notify their creditors, who shall have the right to oppose said reductions.

C.- Variable Capital Entities

In order to avoid the above complications, the S.A. and S.R.L. may be formed as variable capital entities. The variable portion of the capital must be increased or reduced through a shareholders’ or partners’ meeting. In principle, the notarization, registration, and publication formalities mentioned above are not necessary. There is no need to amend the by-laws of variable capital entities upon an increase or reduction of the variable portion of the capital. All changes to the capital are simply recorded in the Capital Variations and Share/Partner Registry Ledgers kept by the secretary of the board of directors or board of managers, as applicable. 

Nevertheless, if a reduction or increase, whether to the fixed or variable capital, involves the exclusion or admission of shareholders or partners, as applicable, it will be necessary to formalize the minutes of the relevant meeting before a Mexican notary public and notify the tax authorities to comply with the Mexican tax regulations in force.

Since a variable capital entity may reduce its capital with minor formalities, lenders sometimes require the variable portion of the capital to be converted into fixed capital or may include additional restrictions regarding capital reductions in the credit agreements.

Except for the minimum capital requirements, the law does not require equity holders to inject cash/capital into a Mexican subsidiary. However, it is important to keep in mind that the Income Tax Law contains3 “thin capitalization rules” that treat payments of certain loans as dividends. Loans with related parties (e.g. shareholders) may be subject to such treatment except when: (i) the loan is made in an arm’s-length basis; (ii) the loan term is less than one year; and (iii) the interest rate of the loan is equal or above the rate fixed by the Federation Income Law4 applicable to the extension of tax loans.

Furthermore, the Miscellaneous Tax Resolution for 2022 establishes additional requirements for the treatment of increases due to capitalization of debt. The existence of the debt and its value shall be certified by a registered public accountant and such certification must include among other, the following information: (i) Tax ID, name and country of residence for tax purposes of the individual or legal entity that is the creditor of such debt and if applicable, indicate whether prior to the capitalization such creditor was a related party of the taxpayer that is capitalizing the debt; (ii) proof or documentation that originated the debt; (iii) financial statements proving that the resources that generated the debt were actually transferred or delivered; (iv) exchange rate, if applicable; and (v) corporate documentation to formalize such capitalization. 

D.- Incorporation

Incorporating an S.A. or an S.R.L. is a relatively simple procedure. First, it is necessary to obtain a permit from the Ministry of Economy to reserve and use the corporate name. Once the permit is obtained, the shareholders or partners of the company authorize the by-laws and articles of incorporation by executing a public deed before a Mexican notary public. The public deed may be executed through an authorized representative, by granting a power-of-attorney that must be translated into Spanish, notarized before a notary public abroad, apostilled, or legalized, as applicable, and formalized before a Mexican notary public.

The incorporation deed contains the basic provisions relating to the organization and management of the entity, the appointment of the board of directors or managers, the statutory examiner (normally a partner of an external auditing firm), as applicable, and the by-laws. The notary will issue various copies of the deed, which are used to obtain the newly formed entity’s Tax ID from the tax administrative service authority (“SAT”) and register the entity with the National Registry of Foreign Investments (“RNIE”), the Public Registry of Commerce that corresponds to the corporate domicile of the entity, and with any applicable authority as provided by the law and considering the activities to be undertaken.

It is important to request the Tax ID from SAT or from the notary’s office that incorporated the entity, immediately after the entity is created to avoid delays in the start of operations; however, not all notaries public are authorized to request Tax ID’s. The Tax ID is necessary, among other things, to open bank accounts and to issue official electronic invoices. If authorized, the notary public is able to request the Tax ID of the company and could be ready on the same date the entity is created.

II.- Representative Offices

A representative office is an establishment that may only carry out promotion, information, advertising, and other similar activities, without undertaking commercial activities or operations and without receiving income from its activities. Foreign investors must obtain an authorization from the Ministry of Economy to establish a representative office. In case of representative offices for financial institutions, an authorization from the National Banking and Securities Commission (“CNBV”, as per its acronym in Spanish) must be obtained. Since representative offices cannot receive income and are not considered as a permanent establishment, they are not subject to Mexican tax obligations. Representative offices sometimes are chosen by foreign investors because they embody an excellent vehicle to learn about and approach the Mexican market.

A representative office shall not be authorized to legally represent the foreign company in the performance of commercial transactions, nor to assume legal obligations on its behalf. The foreign company must issue invoices and perform other acts derived from its commercial relationship with its clients in Mexico and must also provide its representative office with the necessary resources for its operation.

III.- Branches

Instead of setting up a Mexican company or establishing a representative office (because of its limited activities) a foreign investor may establish a branch. Foreign companies duly organized under the laws of their place of incorporation are recognized as legal entities in Mexico; however, a branch itself has no independent legal personality and thus the foreign entity will be directly and fully responsible for all liabilities and undertakings of its branch in Mexico.

Foreign investors must obtain an authorization from the Ministry of Economy to establish a branch. To obtain the authorization, a foreign investor must file its articles of incorporation and by-laws (translated into Spanish, notarized, apostilled, or legalized, as applicable), documents containing the authority of its attorney(s)-in-fact, a description of the economic activities that the entity will carry out in Mexico, and pay the applicable governmental fees. Branches must be registered with the Public Registry of Commerce, RNIE, and the Mexican tax and labor authorities, as applicable. Normally, branches are not chosen by foreign investors for tax purposes since they generate a permanent establishment for the foreign investor and will be subject to income tax on any income attributable to the permanent establishment. Likewise, activities taxed under the Value Added Tax5 Law, carried out within Mexico by the permanent establishment, will be subject to taxation.

IV.- Trust Agreement

The Mexican Trust is a business structure to invest in Mexico for foreign investors, mainly when such investors want to invest in certain restricted activities (see the fourth paragraph of section V) or to obtain the residential use of a real estate located in the restricted zones established in the Foreign Investment Law6. In both scenarios, it will be necessary to obtain an authorization from the Ministry of Economy.

Any individual and/or entity could act as grantor of a Mexican Trust; however, only certain Mexican financial institutions may act as trustee. Through the establishment of the Mexican Trust, the grantor transfers, in favor of the Mexican Trust, real or personal property for certain purposes established in a written Trust Agreement, and in such agreement the grantor appoints the individual or entity that will be the beneficiary of the property transferred to the Mexican Trust. The Mexican Trust will need to be registered before RNIE and additional registrations may be required depending on the purpose of the Mexican Trust.

V.- Mergers and Acquisitions

If investors intend to do business through an existing Mexican entity, it is important to consider “pre-merger” filing requirements established under the Federal Economic Competition Law7. The Economic Competition Commission (“COFECE”, as per its acronym in Spanish) must be informed of certain “concentrations” (i.e. merger, acquisition of control or any other transaction whereby companies, partnerships, shares, equity, trusts or assets in general are concentrated by competitors, suppliers, customers or by any economic agent) before such transactions are closed. The thresholds that determine whether a pre-merger filing is necessary are based on (i) the value of the transaction; (ii) the percentage of assets or shares of the Mexican company being acquired; (iii) the value of the assets and/or shares of the parties involved; and (iv) annual sales in Mexico by the parties.

In addition, foreign investment in existing Mexican companies that exceed 49% of the capital of said Mexican company may require authorization from the National Foreign Investments Commission, depending on the business activities of the Mexican target company. The threshold that triggers the need to obtain the authorization, which is based on the value of the assets of the Mexican company, is published by said Commission from time to time in the Mexican Official Gazette (Diario Oficial de la Federación).

Although the trend of the Mexican government is to encourage foreign investment, there are certain economic activities that are subject to specific limitations. The Foreign Investment Law provides for different levels of restrictions to activities to be carried out in Mexico.

In economic activities subject to foreign-investment limits, a foreign investor may opt for participating through a “neutral” investment, with prior authorization from the Ministry of Economy. Neutral investments grant investors limited voting and/or economic rights, through the acquisition of special series “N” shares or trust certificates. The law does not specify which limited voting and economic rights may be granted to the foreign investor. Therefore, subject to the authorization of the Ministry, neutral shares or certificates may be quite flexible instruments. Neutral investments are not considered in the calculation of the percentage of foreign investment for purposes of the limitations contained in the Foreign Investment Law; however, such neutral investments still need to be registered with RNIE. 

VI.- Tax System

The Mexican tax system includes federal, state, and municipal taxes. Federal taxes are one of the most important sources of national revenue, in the understanding that tax collection is focused on direct and indirect taxation. In Mexico, the most important sources of income to tax authorities are derived from direct taxation. On the other hand, indirect taxation is more complicated to avoid; however, in Mexico indirect taxation does not contribute in a substantial manner to national revenues.

The most important federal taxes in Mexico are:

A.- Income Tax. Mexican resident corporations are taxed based on the net taxable income and such amount is subject to the income tax rate of 30%. The net taxable income is obtained by subtracting from the aggregate income of all the authorized deductions and the employees´ profits distributions (“EPD”) paid during the year. Such net taxable income shall be reduced, as applicable, by the tax loss carryforwards from previous years.

Dividends paid by Mexican resident corporations are not subject to corporate taxation to the extent that the same are paid out of the after-tax earnings and profits account. Should that not be the case, the entity paying dividends shall pay income tax on the distribution of untaxed profits at a 30% rate.

Dividends paid to an individual that is a Mexican resident for tax purposes is subject to a maximum 35% income tax rate, and said individual is entitled to credit the corporate tax paid by the entity that distributes the dividend and in addition, the individual shall pay income tax at a 10% rate, on the net amount of the dividend.

In addition, dividends distributed to non-resident shareholders, either individuals or legal entities, are subject to a 10% withholding tax on the net dividend paid. Double taxation treaties entered into by Mexico may provide for lower tax rates or, in some cases, an exemption, as well as the possibility to credit or deduct, in the country of residence of the recipient of the dividend, the tax effectively paid in Mexico.

B.- Value Added Tax. Value Added Tax is an indirect tax payable on the rendering of independent services, sale of property, lease property in Mexico, and importation of goods or services. The general rate of the Value Added Tax is 16%; however, a 0% rate is applicable in other cases established in the corresponding law (including export cases). Also, some activities are exempt from this tax. This tax is determined on a monthly basis.

In addition, there is a tax incentive in the north and south border in which some taxpayers with some specific requirements have the option to apply 50% of the regular 16% rate. Such taxpayers must present a notice of implementation of the incentive to the SAT. 

To operate legally, all Mexican entities are required to have a tax representative (generally an individual) that is a registered Mexican tax resident that has enough authority to represent the entity before the Mexican tax authorities. All Mexican companies, whether they are operating or not, are required to file monthly tax returns and upload certain parts of their monthly accounting records to the tax authorities’ site. Therefore, we recommend our clients to engage an accounting firm to help them obtain all initial filings, their tax ID codes and passwords and carry out the required filings.

Additionally, it is very important to closely analyze the operations of the subsidiary to avoid a permanent establishment in Mexico for the foreign parent company. Creating a subsidiary will not automatically shelter the foreign investor from Mexican tax obligations. Certain activities or situations, such as representing, executing agreements in the foreign investor´s name or on his behalf, providing the transfer of property rights or leasing assets possessed by the foreign investor, or binding the foreign parent company to render a service, may result in a permanent establishment for the foreign investor.

Likewise, a foreign investor shall be deemed to have a permanent establishment in Mexico whenever it acts through an independent agent and said agent renders services for such investor that are not in the ordinary course of its business. The activities that are not considered to be within the ordinary course of the agent´s activities are: (i) having goods or merchandise with which it makes deliveries on behalf of the foreign investor; (ii) assuming risks for the foreign investor; (iii) acting pursuant to instructions form the foreign investor; (iv) conducting activities that, from an economic standpoint, correspond to the foreign investor; (v) receiving compensation regardless the result of the agent activities; and (vi) engaging transactions with the foreign investor using amounts or prices other than those that would been agreed by independent parties in comparable transactions. 

It is worth mentioning that the Income Tax Law provides exceptions to the cases of permanent establishment, which are for the sole purpose of performing preparatory or auxiliary activities. 

VII.- Controlling Beneficiary

Based on the recommendations issued by the Financial Action Task Force (“FATF”) and the guidelines of the Global Forum on Transparency and Exchange of Information for Tax Proposes of the Organization for Economic Cooperation and Development (“OCDE Forum”) to combat tax evasion, financing of terrorism and money laundering, through the identification of the controlling beneficiary of legal entities or legal structures and the exchange of information between foreign authorities, several amendments to the Federal Tax Code (“CFF”) were enacted and became effective as of January 1st, 2022.

As a result of the foregoing articles 32-B Ter; 32-B Quater, 32-B Quinquies; 84-M and 84-N were included to the CFF. In accordance with article 32-B Quater of the CFF in relation to the FAFT and OECD Forum, the controlling beneficiary must always be identified and must be understood as the individual(s) who effectively control or benefit economically from an entity. 

Based on article 32-B Ter of the CFF, legal entities, fiduciaries, settlors or trustees, as well as the parties in any kind of legal entity, are required to obtain, keep and, if applicable, provide to the tax authorities with reliable, complete and updated information on their controlling beneficiaries. Likewise, article 32-B of the CFF, also compels notaries and any other person involved in the incorporation of Mexican companies, to obtain information to identify, verify and validate the controlling beneficiaries and, if required, provide this information to the tax authorities.

VIII. Labor Relations and Social Security 

A.- Labor Relationships. Before setting up a Mexican business venture, the consequences of the labor law such as compensation requirements, employment-related contributions and taxes must be considered. The Mexican Federal Labor Law (“FLL”)8 regulates the relationship between employer and employee, the relationships between unions and both employees and employers, as well as the activities of labor authorities. 

The provisions of the migration laws require that individuals and legal entities that hire foreign personnel, or that issue an offer of employment to a foreign individual, have to request from the National Institute of Migration (INM, as per its acronym in Spanish) a certificate of registration of employer.

In general terms, the recent reform, effective as of April 24, 2021, limited substantially the subcontracting regime of the FLL, including but not limited to, the prohibition to subcontract employees either through insourcing or outsourcing, contracting of specialized works or services is authorized to the extent such works, or services are not part of the essential corporate purpose and the main activities of the contractor.

B.- Collective Labor Relationships. Employees and employers have the right to form unions (sindicatos) and professional associations, or affiliate with existing unions or professional associations, with the approval of the Ministry of Labor and Social Welfare (Secretaría del Trabajo y Previsión Social, “STPS” as per its acronym in Spanish). A union is an association of employees or employers formed to study and protect their respective interests, which may associate among them to form federations and confederations. Such unions execute Collective Labor Agreements that will need to be delivered to the labor authorities following their execution.

C.- Social Security. The Social Security Law9 (“SSL”) regulates employer, employee, and government participation in the federal social benefit programs through the Mexican Social Security Institute (Instituto Mexicano del Seguro Social, or “IMSS”, as per its acronym in Spanish). The purpose of the SSL is to guarantee the human right to health, medical attention and social services required to obtain individual and collective well-being. Social security benefits are divided into mandatory and voluntary programs. Mandatory programs are the basic social security benefits for the employees set forth in the labor laws. Voluntary programs are optional to the provided by the employers and are granted at the discretion of the employer.

The most important obligations regarding private employment are to (i) register each employee with IMSS; (ii) contribute to the mandatory federal social security programs; (iii) as the case may be, withhold the employees’ contributions in terms of the labor laws; and (iv) send employees’ contributions to their appropriate account.

The reform of the FLL, effective on April 24, 2021, modified certain provisions on social security matters, among others, in case of non-compliance with the obligations related to employees involved in the specialized work or services, establishes joint liability with the contractor for the payment of such obligations.

D.- Housing Fund. The Workers’ Housing Fund Law regulates employer, employee, and government participation in the Mexican National Workers Housing Fund Institute (Instituto del Fondo Nacional de la Vivienda para los Trabajadores, or “INFONAVIT”, as per its acronym in Spanish). The employers fulfill their obligation by contributing to INFONAVIT through the payment to authorized entities of a determined percentage of each of the employees’ integrated salary. INFONAVIT, in turn, facilitates the employee financing him to buy, construct or repair a home, as well as to pay off housing loans.

E.- Employees’ Profits Distribution. Employees have the right to share in the profits of the company pursuant to the provisions of the FLL, which amount to 10% of the company’s profit before taxes. The FLL establishes the right of employees to receive a distribution of the company’s profits capped to the greater of: (i) the equivalent of 3 (three) months of salary of each employee, or (ii) the average of the profit sharing received by each employee in the 3 (three) previous years.

This mandatory provision applies for most businesses. Those exempt from such duty include, among others, (a) newly incorporated entities during their first year of operations; (b) companies dedicated to the production of a new product during their first two years of operations; (c) companies dedicated to an extractive industry during the exploration period, and (d) nonprofit organizations.

In principle, all employees have the right to share this profit, except for the top executive of a company, the shareholders or partners that are considered “confidential employees” (empleados de confianza), and individuals providing services independently to the company which are not entitled to participate or participate with certain restrictions, respectively. In order to determine the amount of EPD corresponding to each employee, a special commission should be incorporated within the company, integrated by representatives of the employer and the employees equally.

F.- Prohibition of Subcontracting Regime in Mexico. After a recent legal reform, approved by the Mexican Congress on April 2021, the FLL contains an explicit prohibition to subcontract employees either through insourcing or outsourcing systems, to the extent such employees are under the directions of the company receiving such services. 

There is only one exception to the subcontracting prohibition, contracting of specialized works or services is allowed, as long as such works or services are not a part of the corporate purpose or main activities of the contractor. This exception includes those entrepreneurial groups that have a complementary or shared services entity, which will be authorized to provide services to other companies of the corporate group, but also with the explained limitation related to the corporate purpose and activities of the companies receiving the services. 

The use of an insourcing company for one or more affiliate operative companies, or a third-party outsourcing company to carry out activities different from the main activities and corporate purpose of the company, and/or simply using vendors that provide work or services using their own employees for your benefit, should be assessed to comply with the new provisions.

Non-compliance with subcontracting rules has important legal consequences that companies operating in Mexico must be aware of, such as: substantial fines contained in different laws; joint liability for the payment of labor, social and tax obligations related to the subcontracted employees; non deductibility of income tax and no offset of the value added tax paid; and even criminal penalty for the commission of qualified tax fraud felony. 

IX.- Intellectual Property

Mexican legal framework regulates the ownership, transfer, use and infringement of Intellectual Property, as in most jurisdictions, in terms substantially similar as to those enacted in most jurisdictions which are parties to the prevailing international treaties on the subject.

X.- Anti-Money Laundering Law and Data Protection Law 

The Mexican Anti-Money Laundering Law (“AML”) was approved by the Mexican Congress to protect the financial system and national economy, establishing measures and procedures to prevent and detect acts or operations that involve illicit assets, though an interinstitutional coordination, that has as an end to collect elements that are useful to investigate and prosecute the crimes of operations with illicit assets. The notary public that would incorporate the new entities may request information of the investments’ final beneficiaries.

Among other aspects, the AML establishes what are called ‘Vulnerable Activities’, which include gambling, issuance of credit and debit cards, construction or development of real estate, commercialization of jewelry and automobiles, notary services, and legal services, among others. Those who carry out Vulnerable Activities are subject to AML obligations, including but not limited to, know your customer (KYC) practices and reporting to the Mexican Financial Intelligence Unit (Unidad de Inteligencia Financiera).

Additionally, there are certain requirements to be met in order to comply with the Data Protection Law, specifically when the companies recall information from their clients and workers. Such provisions include the proceedings to maintain the information unaltered, non-disclosure proceedings and obligations regarding the type of information that the companies are entitled to send to their clients depending in clients’ prior instructions. 

XI.- Conclusions

The decision to establish a business in Mexico should include an analysis on whether it is convenient to set up a single entity or a group of entities. The design of an adequate corporate structure can result in tax, labor and operating benefits to the entity and its investors and should take into account issues such as tax consolidation, transfer pricing and the requirements contained in any export incentive programs (e.g. maquiladora, pitex and altex programs).

It will be important to monitor developments in Mexican AML rules and regulations, not only in terms of increased enforcement of entities and individuals that carry out Vulnerable Activities, but also in increased enforcement and supervision of competent government authorities.

SMPS LEGAL, S.C. understands the business of our clients and their legal needs, which allows us to provide personal, efficient, timely and effective legal services that enable our clients to seize business opportunities. We are a highly organized team that provides practical legal alternatives in business and corporate areas, including highly regulated industries, which allow our clients to timely comply with their legal obligations.

We are licensed to practice law in the United Mexican States. The information set forth herein is limited to the laws of the United Mexican States, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We assume no obligation to supplement this memorandum if any applicable laws, regulations, or any other legal precedent change after the date hereof or if we become aware of any facts that might change the opinions expressed herein after the date hereof. 

This memorandum is a general overview of the regulations and laws in Mexico and shall not be considered or used as a legal opinion or advise given to any individual or entity without our prior written consent. For more information, please contact one of the lawyers at SMPS LEGAL, S.C.

1 Ley General de Sociedades Mercantiles
2 Ley del Mercado de Valores
3 Ley del Impuesto Sobre la Renta
4 Ley de Ingresos de la Federación
5 Ley del Impuesto del Valor Agregado
6 Ley de Inversión Extranjera
7 Ley Federal de Competencia
8 Ley Federal del Trabajo
9 Ley del Seguro Social

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