Num. 2022-2 | Legal Alert Annual Corporate Compliance

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Corporate compliance

Num. 2022-2 | Legal Alert Annual Corporate Compliance

Under Mexican law, there are several corporate obligations that all Mexican entities must comply.  Below please find a summary of the main obligations:

I. Annual meeting of shareholders or partners.
In accordance with the Mexican General Law of Commercial Entities, shareholders or partners of a commercial entity are required to meet at least once a year, within the first four months of the year, to hold a meeting to approve the entity’s financial statements.

The deadline to hold the meeting mentioned above is April 30th, 2022.
Please let us know if you would like us to prepare the corresponding documentation.

II. Notice of foreign shareholders or partners who elect to not be registered in the Mexican Taxpayers’ Registry (Official Form 96).

The Mexican Federal Tax Code provides that Mexican entities shall file before the tax authorities a notice to provide the tax identification number, tax address, and tax residency of their non-Mexican tax residents shareholders/partners. The notice has to be filed within the first three months of each year.

The Official Form 96 can be easily filed electronically through Mexican Administration Service (“SAT” for its acronym in Spanish) website by using the “Mi Portal” section.

The deadline for filing the referred notice is March 31st, 2022.

Please let us know if you need our assistance to fulfill this obligation.

III. National Registry of Foreign Investments (NRFI).
Mexican entities with foreign investment must submit before the NRFI certain economic, accounting, and financial information if such fall in any of the following categories:

  1. Annual economic report. If the entity during the corresponding fiscal year -either initially or finally-has a total amount equal to or greater to MXN $110’000,000.00 Pesos in any of the following accounts: total balance of assets, total liabilities, income (in Mexico and abroad), and/or expenses (in Mexico or abroad).
  2. Quarterly modification notices. In the event of modification of any of the following items of the entity: (i) the business name, (ii) the corporate name, (iii) the tax domicile, and (iv) the economic activity. Also,  if the income or expenditures of the company exceed the amount of  MXN $20,000,000.00 Pesos deriving from:
  • Capital increase or decrease.
  • Change to the structure of the partners/shareholders,
    and/or;

Variations in any of the following accounts: (i) account receivable from residents abroad who are part of the same corporate group, (ii) accounts payable to residents abroad who are part of the same corporate group, and/or (iii) contributions for future increases in the capital stock of the entity, capital reserves, or resulting from previous tax years.

For any questions or comments, please do not hesitate to contact us. 

Alejandro Pedrín   |   apedrin@tplegal.net
Héctor Torres-López   |   htorres@tplegal.net
Leobardo Tenorio-Malof   |   ltenorio@tplegal.net
Mauricio Tortolero   |   mtortolero@tplegal.net
Alejandro Ceballos   |   aceballos@tplegal.net
Elio Sánchez   |   ecsanchez@tplegal.net
Iván Curiel-Villaseñor   |   icuriel@tplegal.net
Raúl Escamilla-Sanromán   |   rescamilla@tplegal.net
Isaac Zatarain-Valenzuela  |  Izatarain@tplegal.net

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