S. de R.L. de C.V. Incorporation
The structure for closed groups: few partners who know each other and want to control who enters. Its capital is not represented by negotiable instruments but by partnership interests.
Scope
What this service includes
- Name authorization from the Ministry of Economy
- Drafting of bylaws with transfer rules for partnership interests from the start
- Signing of the incorporation policy before the public broker
- Registration with the Public Commercial Registry and delivery of certified copy and books
Real cases
When do you need it?
Small, stable group
When the group of partners is small and the goal is that no one enters without the consent of the others.
Foreign parent subsidiary
The structure foreign parents usually prefer for their subsidiaries in Mexico, for tax treatment reasons that should be confirmed with the parent company's tax advisor.
Partner traceability
Assignment of partnership interests is formalized before a public official and registered. For those who need to prove with certainty who is a partner and since when, the LLC offers traceability that the corporation does not.
Step by step
How the process works
Initial consultation
We define the name, corporate purpose, capital, transfer rules for partnership interests and governance.
Draft bylaws
We draft the corporate contract with transfer rules from the start, which is where this structure plays its advantage.
Sign the policy
Partners attend and sign the incorporation policy.
Registration and delivery
Registration with the Public Commercial Registry, delivery of certified copy and corporate books.
Frequent questions
Frequently asked questions
Why do foreign companies usually choose this structure?
Because of the treatment some foreign tax regimes give to this company versus the corporation. This decision should be made with the parent company's tax advisor, not only with the public official.
Can partnership interests be freely transferred?
No. Assignment requires the consent of partners representing the majority of capital, and the other partners have a right of first refusal. This is the defining characteristic of the structure.
Can it later become a corporation?
Yes, through transformation, which is also formalized before a public broker.
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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