Company Incorporation
Before incorporating, you must decide which structure suits you best. That decision shapes everything that follows: how partners enter and leave, who manages the company, what is required to transfer a stake, and what additional authorizations the law requires.
Corporate structures
Corporate structures
S.A. de C.V.
The most common structure in Mexico: partners enter and leave through shares, variable capital and simple governance.
S. de R.L. de C.V.
Closed structures and foreign parent subsidiaries: full control over who joins the capital.
S.A.P.I. de C.V.
Venture capital, investment rounds and shareholder agreements with maximum statutory flexibility.
S.A. de C.V., SOFOM, E.N.R.
Lending, leasing and factoring without public deposits. Two stages: incorporation and registration.
Foreign investment
Incorporate a company with foreign partners or capital, complying with the Foreign Investment Law.
Branch of a foreign company
Operate in Mexico as an extension of your foreign company without creating a new legal entity.
Incorporation process
How we work
Initial consultation
We define together the corporate structure, corporate purpose, capital, management and tax regime that suits your project.
Draft bylaws
We draft the complete corporate contract: name, governance clauses and transfer rules.
Sign the policy
You attend with the partners, the incorporation policy is signed before the public broker.
Registration and deliverables
We register with the Public Commercial Registry and deliver the certified copy and corporate books.
Comparison
The four structures that dominate commercial practice
S.A. de C.V.
- Best for
- Projects expecting partners to enter and leave
- Partners
- Minimum two, no maximum
- Share capital
- As set in the bylaws. At least twenty percent of each share payable in cash must be paid in
- Transfer
- By endorsement of the share certificate and registration in the shareholders' book. Prior authorization may be required
- Management
- Single administrator or board of directors
- Oversight
- Supervisory board. Mandatory
- Authorizations
- None
S. de R.L. de C.V.
- Best for
- Closed structures and foreign parent subsidiaries
- Partners
- Minimum two, maximum fifty
- Share capital
- As set in the bylaws. At least fifty percent of each partnership interest must be paid in
- Transfer
- Assignment requiring consent of the majority of capital and right of first refusal
- Management
- One or more managers, or board of managers
- Oversight
- Supervisory board. Optional
- Authorizations
- None
S.A.P.I. de C.V.
- Best for
- Venture capital, investment rounds, shareholder agreements
- Partners
- Minimum two, no maximum
- Share capital
- Same regime as the corporation
- Transfer
- May be restricted in bylaws and regulated by agreement between shareholders
- Management
- Single administrator or board of directors
- Oversight
- Supervisory board, unless adopting the publicly traded regime
- Authorizations
- None
S.A. de C.V., SOFOM, E.N.R.
- Best for
- Lending, financial leasing and factoring
- Partners
- Same regime as the corporation
- Share capital
- Same regime as the corporation
- Transfer
- Same regime as the corporation
- Management
- Same regime as the corporation
- Oversight
- Same regime as the corporation
- Authorizations
- Technical opinion from the CNBV and registration with CONDUSEF, required after incorporation
The four structures are incorporated before a public broker through a policy, which is registered with the Public Commercial Registry. The difference between them lies not in the formality but in the internal rules each one allows.
Is your case commercial?
Describe the act you want to perform and we will confirm whether we are the appropriate official. If we are not, we will tell you.
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