Commercial companies in Mexico are subject to a comprehensive compliance framework that includes corporate, tax, and regulatory obligations. Timely compliance is essential to ensure business continuity, mitigate legal risks, and support the execution of strategic decisions.
Below is an executive summary of the main obligations that must be complied with on an annual or periodic basis, as applicable.
1. Corporate Governance
Companies are required to hold their Annual Ordinary Shareholders’ Meeting during the first months of each fiscal year in order to:
- Approve the financial statements for the immediately preceding fiscal year.
- Determine the allocation of profits or losses.
- Ratify or, as applicable, remove members of the management body.
- Adopt any resolutions required under applicable law and the Company’s bylaws.
In addition, companies must keep their corporate books, ownership structure, and any recordable corporate acts duly updated and registered with the Public Registry of Commerce.
2. Tax Compliance before the Mexican Tax Authority (SAT)
Companies must continuously comply with their tax obligations, including, without limitation:
- Filing the annual tax return for the immediately preceding fiscal year.
- Filing applicable periodic and informational tax returns.
- Issuance, receipt, and reconciliation of electronic tax invoices (CFDI) for income, expenses, payroll, and payments.
- Compliance with tax withholding and payment obligations.
- Responding to notices and requirements through the Tax Mailbox (Buzón Tributario).
Additionally, companies must file the following tax notices when applicable:
- Report of foreign partners or shareholders that elect not to register with the Federal Taxpayer Registry (Form 96/CFF).
- Notice of legal representatives and partners or shareholders, when broad powers of attorney are granted or when there are changes to the capital structure (Form 295/CFF).
These filings are critical to avoid tax contingencies, inconsistencies in reported information, and procedural blocks before the tax authorities.
3. Foreign Investment – RNIE (when applicable)
Companies with foreign investment must comply with obligations before the National Registry of Foreign Investment (RNIE), including:
- Filing the Annual Economic Report for the immediately preceding fiscal year, when statutory thresholds are met.
- Filing periodic notices related to material changes in capital, shareholding structure, or certain intercompany accounts.
4. Beneficial Ownership and Transparency
Companies are required to:
- Identify individuals who exercise effective control over the company.
- Maintain, preserve, and update the corresponding records and supporting documentation.
- Ensure consistency between this information and that reported to tax and regulatory authorities.
Failure to comply may result in significant monetary penalties for each unreported individual.
5. Other Relevant Obligations (as applicable)
Depending on the company’s activities and structure, additional obligations may apply, including:
- Labor and social security compliance.
- Foreign trade and customs obligations.
- Renewal of registrations with the Mexican Business Information System (SIEM).
- Review and protection of intellectual property assets.
- Updating powers of attorney, legal representatives, and key agreements.
Contact
Jesus Bueno
Montserrat Gomez
THE ABOVE IS PROVIDED AS GENERAL INFORMATION PREPARED BY PROFESSIONALS WITH REGARD TO THE SUBJECT MATTER. THIS DOCUMENT ONLY REFERS TO THE APPLICABLE LAW IN MEXICO. WHILE EVERY EFFORT HAS BEEN MADE TO ENSURE ACCURACY, NO RESPONSIBILITY CAN BE ACCEPTED FOR ERRORS OR OMISSIONS. THE INFORMATION CONTAINED HEREIN SHOULD NOT BE RELIED ON AS LEGAL, ACCOUNTING OR PROFESSIONAL ADVICE BEING RENDERED.
