March 15, 2018
Mexican Companies’ Annual Corporate Obligations
Reminder regarding the annual obligations of the Mexican companies pursuant to Mexican Law.
Annual Corporate Obligations of the Company
March 15, 2018
Pursuant to Mexican Law, companies must comply annually with the obligations described hereunder:
- Annual Shareholders/Partners’ Meeting.
An annual Shareholder’s/Partners Meeting must be held within the following four months after the end of the fiscal year, that is no later than April 30th, in which the following must be approved:
(a) Financial Statements for fiscal year ended and its attachments.
(b) Managers’/Directors’ Report for fiscal year ended.
(c) Examiner’s Report for fiscal year ended, if the company is a Corporation (Sociedad Anónima or Sociedad Anónima Promotora de Inversión).
(d) Tax Compliance Report (Informe sobre el cumplimiento de las obligaciones fiscales) for fiscal year ended, when applicable.
(e) Managers and Examiner Fees
In the Annual Meeting, other matters may be addressed: (i) resignation, removal or appointment of Sole Manager/Director or any member of the Board of Managers/Directors, or granting/revocation of powers of attorney.
- Partners/Shareholders Notice before the Mexican Federal Taxpayers’ Registry.
If partners/shareholders of a Mexican company are residing abroad and not registered with the Mexican Federal Taxpayers’ Registry, the company must file a list of such Partners/Shareholders before the Tax Administration Service (SAT) within three months after the fiscal year has ended, through a portal set up by SAT. Please note that this filing requires the use of Password and therefore should be made by the company’s accounting department.
- Annual Renewal before the Foreign Investment Registry.
Companies with foreign investment must be registered with the Foreign Investment Registry and renew its registration annually if during the last fiscal year any of the following account entries had been above $110,000,000.00 (One hundred and ten million pesos 00/100 legal currency of the United Mexican States):
- Total assets.
- Total liabilities.
- Incomes (national and foreign).
- Expenditures (national and foreign).
The Annual Renewal shall be filed before the Ministry of Economy according to the following calendar:
- Quarterly Update Report before the Foreign Investment Registry.
The company must also file a Quarterly Update Report within 10 (ten) business days after closure of the quarter (January-March, April-June, July-September, and October-December), if during such quarter there was a modification in the:
(a) Corporate name, tax domicile or business activity.
(b) Income or disbursements in an amount exceeding $20,000,000.00 (Twenty million pesos).
(c) Participation of foreigners or foreign entities in the capital stock of the company in an amount exceeding $20,000,000.00 (Twenty Million Pesos).
(d) Variations in the balance of the account entries described below in an amount exceeding $20,000,000.00 (Twenty Million Pesos):
- Accounts receivable/payable to subsidiaries, shareholders/partners and/or companies residing abroad which are part of the same corporate group but do not participate as shareholders/partners.
- Contributions for future capital increases.
- Capital reserves.
- Prior year’s results (transferences from the result of the fiscal year to accrued results and/or dividends).
Please note that the amounts aforementioned may be modified by the National Commission of Foreign Investments (Comisión Nacional de Inversiones Extranjeras)