Businesses may be established as sole proprietorships, general partnerships, limited partnerships (sociedades en comandita por acciones), co-operatives, branches, corporations (sociedades anónimas – SAs) or limited liability companies (sociedades de responsabilidad limitada – SRLs). Most foreign companies organise as SAs, but some take the form of the SRL.
Only an SA may issue shares to the public. An SRL is, in effect, a partnership, but the liability of the partners is limited to their subscribed capital. If one partner is a foreign company, the SRL is taxed as a branch.
The requirements of an SA and SRL are:
SA: Minimum of Ps12,000. Capital must be fully subscribed. If supplied in cash, 25% must be paid in advance, with the remainder due within two years. If not paid in cash, capital must be fully paid at incorporation. Intangible property may not be contributed to capital. A legal reserve of 20% of subscribed capital must be formed by setting aside 5% of annual after-tax earnings. If a company’s reserves fall below the 20%, dividend payments must be withheld until the firm is again able to fulfil the reserve requirement. The cost of registering an SA is Ps165, but additional administrative charges might raise the total to Ps2,000.
SRL: No minimum. Capital must be fully subscribed; at least 25% of contributions must be paid in cash, and the remaining 75% must be paid within two years. The full value of contributions in kind must be paid at incorporation. The cost to register an SRL is Ps125.
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