Óscar Miranda Abogado
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FOR FOREIGN FOUNDERS & COMPANIES · MEXICO CITY
If you want to start a business in Mexico — a subsidiary, a joint venture, or your own operating company — the incorporation itself is the easy part. The decisions inside it are not: company formation in Mexico means choosing the entity type, the shareholder structure and the bylaws you will live with for years. Óscar Miranda is a licensed Mexican attorney (cédula profesional 13195234) who incorporates Mexican companies for foreign founders entirely in English, with a closed all-inclusive quote — never an open-ended hourly bill.
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Mexico’s Companies Law (LGSM) offers several vehicles, but foreign founders realistically choose between three — and one of the three is usually off the table:
The Mexican vehicle closest to a U.S./UK corporation: share certificates, freely transferable stock by default, flexible management (sole administrator or board), variable capital. The default choice for operating businesses that may take on partners or investors. Requires at least two shareholders — both can be foreign persons or entities.
Membership interests instead of shares, transfers restricted by default (partners must approve), a maximum of 50 partners. U.S. parent companies often prefer it because it can be eligible for pass-through (“check-the-box”) treatment under U.S. entity classification rules — whether that helps your group is a question for your U.S. tax advisor; we structure and handle the Mexican legal side. Like the S.A., it needs at least two partners, so foreign parents typically hold it through the parent plus an affiliate with a nominal interest.
The Sociedad por Acciones Simplificada can be formed online through the Ministry of Economy’s portal, with a single shareholder and no notary. But Article 260 of the LGSM limits SAS shareholders to individuals — a foreign company cannot hold SAS shares, period — and every shareholder must sign electronically with a Mexican e.firma, the SAT-issued digital signature that requires Mexican tax registration. In practice that shuts out non-resident foreigners. Add an annual revenue cap (about $7.4 million MXN, indexed) and the SAS is rarely the right vehicle for a serious foreign-owned operation.
Whichever vehicle you choose, the bylaws matter more than the label: voting thresholds, transfer restrictions, deadlock and exit clauses are cheap to negotiate before signing and ruinously expensive to litigate after. Our Spanish-language page on company incorporation (constitución de sociedades) details the full service.
The starting point surprises many founders: under Article 4 of Mexico’s Foreign Investment Law, foreign investment may participate in any proportion — including 100% — in the capital of Mexican companies. No local partner, no special federal approval for the typical trading, services, tech, restaurant or manufacturing business. The exceptions are specific and listed in the law itself:
Part of the formation work is confirming, before the deed is drafted, that your intended corporate purpose sits in the unrestricted majority — and building the bylaws accordingly, including the foreign-investment admission clause Mexican law requires. Companies with foreign shareholders also register with the National Registry of Foreign Investment (RNIE) and keep periodic filings current; that compliance is part of the closing checklist, not a surprise afterwards.
The deed is signed at a notary — for an S.A. or S. de R.L. the notarial route is mandatory — but an operating company needs more than a deed:
| Stage | Typical timeline |
|---|---|
| Structure design, name authorization and draft bylaws | 1–2 weeks |
| Notarial deed and Public Registry of Commerce filing | 15–30 business days |
| RFC (tax ID), e.firma and digital seal certificates | 1–3 weeks after the deed |
| Corporate bank account | 2–8 weeks, bank-dependent — usually the slowest step |
| Employer registration (IMSS/INFONAVIT), if hiring | 1–2 weeks |
Realistic total from kickoff to a fully operational company — deed, registry, RFC, signatures and bank account — is measured in one to three months, with the bank, not the law, usually setting the pace. Anyone quoting “incorporated in a week” is describing a piece of the process, not a company you can operate.
This page is the formation service: a defined project with a beginning, a closed quote and a deliverable — your company, incorporated, registered and able to operate. What comes after is a different discipline: contracts with customers and suppliers, hiring under Mexican labor law, annual shareholder meetings and corporate books, collections when a client stops paying. That ongoing work is what our business lawyer service in English covers — many formation clients continue there under a monthly retainer (iguala legal, described in Spanish here), so the lawyer who designed the bylaws is the one applying them.
One honest boundary: we practice Mexican law. Questions about how your Mexican entity is taxed at home — U.S. check-the-box elections, CFC rules, treaty positions — belong with your tax advisor in your own jurisdiction; we coordinate with them and handle everything on the Mexican side.
In most sectors, yes. The general rule of Mexico's Foreign Investment Law (Article 4) is that foreign investment may participate in any proportion — including 100% — in the capital of Mexican companies. The exceptions are a specific list of activities reserved to the Mexican State or to Mexican nationals, and a few sectors with percentage caps. For the vast majority of trading, services, tech and manufacturing businesses, no Mexican partner is legally required.
Not because of nationality. But an S.A. de C.V. or S. de R.L. de C.V. needs at least two partners — both can be foreign, and for foreign parent companies the standard structure is the parent holding almost all of the equity and an affiliate or trusted individual holding a nominal share. What you will need locally is a tax address in Mexico and a legal representative who can act before Mexican authorities.
Usually not, and never through a foreign company. Under Article 260 of the Mexican Companies Law (LGSM), only individuals — personas físicas — can be SAS shareholders, so a foreign entity is excluded outright. And because every shareholder must sign the incorporation electronically with a Mexican e.firma (the SAT-issued advanced electronic signature), a foreign individual can only use the SAS route after obtaining Mexican tax registration — something non-residents without immigration status generally cannot do. The SAS also has an annual revenue cap (around $7.4 million MXN, indexed yearly). For most foreign founders, a notarial S.A. de C.V. or S. de R.L. de C.V. is the realistic path.
Often no. Foreign shareholders can grant a power of attorney — signed abroad and apostilled or legalized, or signed at a Mexican consulate — so the incorporation is executed in Mexico on their behalf. Corporate documents of a foreign parent company need apostilles and certified translations. Some later steps, notably bank account opening, may require an in-person appearance depending on the bank.
After the initial consultation ($2,000 MXN, about $100 USD) you receive a closed, all-inclusive written quote: legal fees, notary, Public Registry of Commerce, name authorization and tax registration. The deliverable is an operating company — tailored bylaws (not a template), notarial deed, registry filing, RFC, e.firma and digital seal certificates — plus an operations manual. Structural changes requested after the deed is signed are the only thing quoted separately.
Yes. Óscar Simón Miranda González holds professional license (cédula profesional) 13195234, verifiable on the Mexican Ministry of Education's public registry, with a master's degree in criminal law and 9+ years of experience across corporate, commercial and civil matters.
Every formation has an entity question, an ownership question and a timeline question — all three get answered in the first consultation, in English, for $2,000 MXN, with a closed all-inclusive quote to follow in writing.
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