Incorporation of a Mexican Company

This document explains the requirements, process, and information needed to incorporate a Mexican company, including shareholder documentation, legal steps, tax registration, and the notary format.

REQUIREMENTS TO INCORPORATE A MEXICAN COMPANY (LLC)

REQUIREMENTS

Complete the Notary format
Gather all required documents from the shareholders (if foreign, they must be apostilled)
Incorporate the company
Register the corporation with the IRS
Set up the electronic system to begin invoicing
Open the corporate bank account
Commence business operations
Register the company with Social Security
Register employees with Social Security
Implement payroll processes
Manage taxes, bookkeeping and accounting

PROCESS

To incorporate a company in Mexico, at least 2 stockholders are required. They could be Individual and/or Corporations.

The shareholders must travel to Mexico to sign the corporate documents. If they are unable to do so, alternative arrangements must be made:

Individual / Person

If the individual cannot travel to Mexico, he/she must grant an apostilled Power of Attorney (in Spanish) to a representative in Mexico, authorizing to act on his/her behalf to complete the legal incorporation process

The following documents must be apostilled: passport, birth certificate, and tax ID registration from the country of origin

If the shareholder travels to Mexico, he/she must hold a valid Mexican work or investor visa, or an appropriate immigration document.

Foreign Corporation Documentation

The corporate titles (by-laws, regulations, incorporation agreement, Tax ID, and any other document evidencing the legal existence of the foreign company) must be translated into Spanish and apostilled.
If the legal representative cannot travel to Mexico, he/she must grant an apostilled Power of Attorney in favor of a Mexican representative, authorizing them to act on behalf of the corporation

The foreign corporation’s documents must expressly state its authority to establish subsidiaries or companies abroad, as well as the powers granted to its representative.

If the legal representative travels to Mexico, he/she must hold a valid Mexican work or investor visa, or another appropriate immigration document.

The Notary may request additional information as required by Mexican government authorities to ensure compliance with anti‑money laundering regulations.

The individual designated as the legal representative of the Mexican corporation must hold a valid Mexican Tax ID (RFC).

Upon submission of all requested documentation, the incorporation process may take approximately 6 to 8 weeks. This timeline may vary based on the shareholders´ place of birth, as well as any specific requirements imposed by the Notary.

A physical address is required for registration with the IRS.

After the incorporation and IRS registration of the Mexican Company, it may issue electronic invoices and open a bank account in the Corporation’s name.

As the company will have foreign stockholders, then, registration with the Mexican Foreign Investment Authorities is required.

NOTARY FORMAT

SPECIFY THE CHARACTERISTICS OF THE TYPE OF CORPORATION YOU ARE REQUESTING._________________________________________

WHAT IS THE PURPOSE TO SETTING UP A COMPANY IN MEXICO?______________________________________________________

1. LEGAL NAME FOR THE MEXICAN COMPANY (PROPOSE AT LEAST 5 OPTIONS):

A) __________________________________________________________________________________

B) __________________________________________________________________________________

C) __________________________________________________________________________________

D) __________________________________________________________________________________

E) __________________________________________________________________________________

2. LOCATION IN MEXICO (STATE, AND MUNICIPALITY):

_____________________________________________________________________________________

NAME OF THE LEGAL REPRESENTATIVE WITH THE MEXICAN TAX ID (RFC)________________________________

3. YEARS OF CORPORATE DURATION:_______________________ (may be indefinite)

4. OBJECT OF THE COMPANY (SPECIFY THE SERVICES OR PRODUCTS TO BE OFFERED):_________________________________________________________

5. FOREIGNERS CLAUSE:

ADMISSION OF FOREIGNERS ( YES )

EXCLUSSION OF FOREGNERS ( )

6. TOTAL CAPITAL STOCK AMOUNT (IN MEXICAN PESOS) (Minimum suggested USD$ 2,500.00)_____________________________________________________________________

7. VALUE FOR EACH STOCK (Mexican Pesos) AND NUMBER OF STOCKS _______________________________________

8. DISTRIBUTION OF SHARES AMONG INVESTORS (MINIMUM OF 2). INCLUDE FULL NAMES – MAY BE INDIVIDUALS AND/OR CORPORATIONS: NAME OF SHAREHOLDERS / SHARES (MX$) / SHARES (#) / TAX I.D.

9. ADMINISTRATION OF THE COMPANY:

A) IN CASE OF, BOARD OF DIRECTORS, AT LEAST MENTION:

PRESIDENT: _______________________________________________________________________

SECRETARY: _______________________________________________________________________

TRESURER: _______________________________________________________________________

OTHERS: _______________________________________________________________________

B) IN CASE OF, SOLE ADMINISTRATOR (COMPLETE NAME):______________________________________

10. INDICATE WHETHER ANY OF THE MEMBERS OF THE BOARD WILL BE GRANTED INDIVIDUAL POWERS:_________

a.- POWERS:

POWERS	Yes/No	Name(s)
A) FOR LAWSUITS AND COLLECTIONS	( )
B) FOR ACTS OF ADMINISTRATION	( )
C) FOR ACTS OF DOMAIN	( )
D) TO GRANT AND SUBSCRIPTION TITLES AND CREDIT OPERATIONS	( )
E) FOR LABOR CONFLICTS OR OTHER	( )
F) TO GRANT SPECIAL POWERS TO THIRD PARTIES AND REVOKE THEM	( )
G) ANY OTHER SPECIAL AND/OR SPECIFIC POWERS (DESCRIBE)	( )

11. INDICATE NAME AND POWERS, IF GRANTED TO ANY ADDITIONAL PERSONS (DIFFERENT OF MEMBERS THE BOARD OF DIRECTORS):_____________________________________________________________________

12. NAME OF THE STATUTORY AUDITOR (COMISARIO) RESPONSIBLE FOR REVIEWING THE COMPANY´S OPERATIONS. THIS INDIVIDUAL MUST NOT BE A PARENT OR RELATIVE OF ANY MEMBER OF THE BOARD OF DIRECTORS, NOR AN EMPLOYEE OF THE COMPANY. _____________________________________________________________________________________

13. INFORMATION ABOUT EACH SHAREHOLDER. AN OFFICIAL IDENTIFICATION DOCUMENT (PASSPORT) WITH PHOTOGRAPH MUST BE ATTACHED:

Stockholder’s name
Complete Address
Place of Birth. City and Country
Date of Birth.
Marital Status
Occupation
Nationality
E-mail
Tax ID
Phone number
Type of ID

14. INFORMATION ABOUT LEGAL REPRESENTATIVE OF THE MEXICAN COMPANY. AN OFFICIAL IDENTIFICATION DOCUMENT WITH PHOTOGRAPH (PASSPORT) MUST BE ATTACHED:

Legal Representative
Complete Address
Place of Birth. City and Country
Date of Birth.
Marital Status
Occupation
Nationality
E-mail
Tax ID
Phone number
Type of ID

SOURCE OF FUNDS TO ESTABLISH AND INITIATE OPERATIONS OF THE COMPANY (SPECIFY: NAME, COUNTRY, ORIGIN OF THE FUNDS) _____________________________________________________________________________

DO YOU PLAN TO HIRE EMPLOYEES IN THE SHORT TERM? IF SO, SPECIFY THEIR NATIONALITY AND THE APPROXIMATE NUMBER?_____________________________________________________________________________

DEPENDING OF THE INFORMATION PROVIDED, ADDITIONAL DOCUMENTS MAY BE REQUESTED.

For accurate and strategic decision‑making, it is recommended to always consult with a qualified professional from ZALDIVAR CONSULTING.