To Set up a Business in Mexico
In this section we will look at the requirements and procedures of Federal Entities, which are not only the first ones that must be complied with, but also compulsory for setting up any business in Mexico.
The name of the company to be established must be authorized by and registered with the Ministry of Foreign Affairs (SRE). The relevant application form may be obtained from the SRE web site. If you qualify for the SARE (please refer to the following section), you may be able to obtain your registration in 24 hours complying with all the requirements (application form and payment of $555.00 Mexican pesos) If there is no reply from SRE, then you are automatically registered.
Any modifications to the by-laws of your already registered corporation must be authorized by SRE. You may contact SRE through its website www.sre.gob.mx or at any of its regional offices throughout Mexico. After you have registered at SRE, you must register your corporation with a Notary Public. Once you meet all the requirements of the notary public, you will have your by-laws and all the proxies necessary to be considered a corporation.
Once the by-laws of the corporation have been signed, the notary public will register it at the "Registro Federal de Causantes (RFC)" (Corporation''s tax number to pay federal taxes) with the Tributary Administration Service of the Ministry of Finance and Public Credit (SHCP). Its website www.shcp.gob.mx is a source of information that you may find useful.
There is also the obligation to register your corporation at the Treasury of the State and Municipality where the company is going to be established in order to comply with local tax regulations and obtain the incentives offered by these authorities.
You will also have to register the company books at the nearest SHCP office to your company. Any corporation planning to provide any type of financial services will have to be authorized and registered at the corresponding offices of SHCP. Please consult its website. If your corporation is planning to import any machinery and/or equipment for its operations, it must obtain a permit from SHCP in order to do so.
It is important to obtain the RFC of your corporation given that this tax registration code is considered the starting point of the corporation and any other registrations, authorizations and information requirements by other authorities are scheduled according to the RFC date.
All foreign corporations must be registered or informed to the National Registry of Foreign Investment (RNIE). You have 30 days after receiving your RFC to comply with this requirement. This may be done at the General Foreign Investment Department, of the Ministry of the Economy, the office responsible for the RNIE and which receives quarterly reports from your foreign corporation. For more information, please consult the website www.economia.gob.mx . Please refer to the Foreign Investment Law, articles 4 to 19 to comply with the percentages of foreign investment in different sectors of the economy. You will find this Law in the "Legal Framework" section of this website.
SE (the Ministry of the Economy) is also the authority that issues permits for temporary and definitive imports of products and materials, as well as permits for registering foreign corporations at the corresponding Public Registry and the "Prosecs" and manufacturing registries. Please contact the SE website to get more information on these procedures.
After obtaining your RFC, your corporation has 10 days to present the "starting business" and "functioning" documents to the Secretariat of Health and/or the corresponding state and municipal authorities.
Another proceeding is the registration of any residues that your corporation may produce in its manufacturing processes, before the Secretary of the Environment and Natural Resources and/or the corresponding state and municipal authorities.
The hiring of workers to perform the tasks of your corporation involves another registration procedure with the Secretary of Labor and Social Planning (STPS). Within 24 hours your corporation''s "plans and training programs" are registered and authorized by STPS in 24 hours, and if there is no reply from the authority, then they are automatically approved. The registries of the "mixed training commission" and the constitution of the "security and health commission" for company employees must also be filed.
You must register your company and employees in the Mexican Institute of Social Security (IMSS) within 5 working days of hiring staff. By so doing and filling in another application form, the INFONAVIT and SAR registrations are provided automatically.
All foreign employees must get their corresponding immigration status from the Secretariat of the Interior (SG).
All corporations have to be registered at the corresponding "Public Registry of Property and Commerce". This registration is usually performed by the notary public who constituted the company.
If the corporation is involved in manufacturing processes that require special types or large amounts of power, it has to register before CFE (for electricity) Luz y Fuerza (special connections to power supply) and Pemex (gas or other combustion fuels). We strongly recommend that your lawyers, accountants and/or consulting firms be familiar with the company and its operation so that they can help you to obtain these and other local registrations and authorizations.
The SARE System
The "Sistema de Apertura Rapida de Empresas" (SARE) (Fast Corporation Registry System) is a new mechanism to help set up corporations quickly and efficiently with the acceptance and approval of the Federal, State and Local authorities throughout Mexico. This system was launched on March 1, 2002 and is run by COFEMER; a public corporation.
Its main purpose is to ensure that any new corporations set up perform one of the 658 main activities carried out by 80% of the companies operating in Mexico, and that it is a micro, small or medium sized business. It also requires that any new corporation''s main activities are low risk operations. To find out about these 658 economic activities, please visit:
http://www.apps.cofemer.gob.mx/sare/anexo5.pdf
SARE will allow you to set up a corporation in 24 hours, after filling the corresponding application and fulfilling the requirements of the authorities. Once you have received your RFC (Corporation´s Tax Number), you have 3 months to comply with the other Federal, State and Local registries and requirements without being summoned or inspected by any authorities.
SRE (Ministry of Foreign Affairs)
These are the applications and procedures that this Secretariat has for setting up a corporation in Mexico.(the name of the procedures and applications are based on the description given in the Cofemer website).
SRE-01-001 Certificate for setting up a foreign company.
SRE-02-001 Registration of company and name http://www.sre.gob.mx/tramites/legales/sa-1.doc
SRE-02-002 Any modification to the company by-laws. http://www.sre.gob.mx/tramites/legales/sa-2.doc
SRE-02-003 To acquire property from a Mexican company set up in a restricted zone. http://www.sre.gob.mx/tramites/legales/Aviso10.doc and http://www.sre.gob.mx/tramites/legales/Aviso16.doc
SRE-02-004 To acquire property in a non restricted zone. http://www.sre.gob.mx/tramites/legales/s1.doc
AUTHORIZATION PERMIT TO CREATE A FIDEICOMISO (TRUST) IN RESTRICTED ZONES
According to article the 27th , paragraph I of the Constitution of the Mexican United States, Foreigners are not allowed to acquire direct control of land and waters in the 100 km line along the borders and 50km line along the coast lines. They are allowed to use real estate in the restricted zones only through the creation of a Fideicomiso which is regulated by the 2nd section of the Foreign Investment Law.
The authorizations issued by the Secretariat of Foreign Relations to create Fideicomisos, allow foreigners (persons or corporations) to use real estate located in the restricted zones. Even in association with Mexican societies. This use is for a maximum of 50 years. The Fideicomiso must be notarized and registered in the Public Registry.
The authorization is given to credit institutions (banks) so they can acquire, as Fiduciario (Trustee), the control of the real estate and, according to the Fideicomiso , the use of such real estate to foreigners. This authorization shall be in a written form. The banking institution shall present a written statement that contains the following requirements:
REQUIREMENTS:
A. Name and Nationality of Fideicomitente (Setler).
B. Name of the Credit Institution (Bank) that will act as FIDUCIARIA.
C. Name and nationality of FIDEICOMISARIO (Beneficiary) and in due case, of the substitute FIDEICOMISARIOS.
D.Term of the Fideicomiso.
E. Type of use that shall be given to real estate.
F. Description, location and area of real estate subject to the FIDEICOMISO.
G. Distance of real estate to restricted zone.
H. Annex that contains the measures and the areas next to the real estate.
I. Payment of the legal rights for the amounts established in sections III and V of the 25th article of the Federal Law of Rights, in any banking institution through the form number 5 of the Tributary Administration Service (SAT).
J.Original and copy of the application form.
Every application form for this permit shall be resolved by the Secretariat of Foreign Relations, within 5 working days of its filling, when filled in a central administrative authority, or within 30 working days when filled before the State Delegations. The permit or resolution will be given to the interested person, or someone authorized by him or her, after being identified.
COSTS AND ANSWER TIMES FOR PERMITS
TRAMIT / ANSWER TIME / COSTAuthorization for the constitution of Corporations. / The same day if applied before 11:00 AM / $ 565.00 (Mex) for the reception examination and resolution.
Authorization to modify the corporation´s by-laws (Change of Denomination or RAZÓN SOCIAL) / The same day if filled before 11:00 AM / $ 505.00 (Mex) for reception, examination and resolution.
Notification for the use of Authorization for corporation establishment or modifications of its by-laws. / On time $210.00 (Mex)
Extemporary $1,130.00 (Mex)
Acquisition of Real State outside of the restricted zone referred to in the General Agreement published on March the 2nd, 1998, in the Federation?s Official Gazette. / two working days. / $ 4,070.00 (Mex) for the reception, examination and granting of the authorization.
Acquisition of real state by foreigners outside the restricted zone referred to in the 10th article of the Foreign Investment Law. / two working days. / $ 230.00 (Mex) for reception and examination; and
$ 4,070.00 (Mex) for authorization.
Concession for the exploration and exploitation of mines and waters in national territory referred to in the General Agreement published on May 11th, 1998, in the Federation?s Official Diary. / two working days. / $ 4,070.00 (Mex) for reception, examination and granting of the authorization.
Concessions for the exploration and exploitation of mines and waters in National Territory referred to in the 10th article of the Foreign Investment Law. / two working days. / $ 230.00 (Mex) for reception and examination; and
$ 4,070.00 (Mex) for authorization.
Authorization for establishing a Fideicomiso in a restricted zone. / three working days. / $ 230.00 (Mex) for reception and examination; and
$ 8,385.00 (Mex) for authorization.
Authorization to modify thenature and subject of the Fideicomiso. / three working days.
/ $ 230.00 (Mex) for the reception and examination; and
$ 3,775.00 (Mex) for authorization.
Authorization to modify the duration of the Fideicomiso contracts. / Within three working days. / $ 230.00 (Mex) for reception and examination; and
$ 4,335.00 for the authorization.
Filling of each notification of acquisition of real estate by Mexican societies including the clause of admission of foreigners in a restricted zone, for non residential purposes. / On time $570.00 (Mex)
extemporary $4,390.00
All others not specified above. past sections / $275.00 (Mex)