When a person has explored the advantages of creating a society in Mexico (a topic we explore in another article), a new series of questions arise around the processes that must be answered, documents they must gather, as well as times of creation of their new company. In this article, we will summarize the process to set up a new company.
The first thing to know is that, in Mexican law, companies are considered to have been created from the signing of the contract by all shareholders or partners (depending on the commercial company in question, limited liability or corporation company, because as we saw in another article they have some significant differences. ). Likewise, it is important to remember that in Mexico there are sole proprietorships or single-owner companies (Simplified Corporations) and companies with more than one owner. On the other hand, Simplified Corporations have peculiar characteristics, specific tax treatment, and maximum profit limits of 3 million pesos (150,500 USD approx), but we will talk about these companies in another article.
It is considered that the moment in which the company has been created occurs when the contract has been signed between the partners, but that society cannot yet be recognized before other persons outside the partners or before any authority; so it is not ready to contract with other people or present procedures before authorities.
So, for the new society to be considered perfect or valid, two situations need to occur. First, that this contract is notarized before the faith of a notary public; and second, that this contract is registered in the Public Commerce Registry (the PCR).
First, it is necessary to obtain from the Ministry of Economy a reservation of company name, that is, the name that the company will have. This can be obtained from the electronic procedures portal using the electronic signature, filling in certain information, and providing three original company name options, to search for availability and select it in that order.
Then, the notary will review the wording of the partnership agreement or propose new changes to the wording to ensure that it complies with all the requirements that the different laws (duration, corporate purpose, administrator or board of directors, among others), will request documentation from the shareholders, including the authorization of reservation of company name and finally, when the project is ready, it will request the physical presence of the shareholders or their proxies for the signature of the public deed. The notary will deliver the document with the public deed of the contract (the "testimony").
Then, the testimony is sent together with the proof of payment of rights for registration to the PCR, so that the company is registered. The time this may take will depend on the workload of the PCR. It can range from 15 days to more than 4 months.
When registered, the PCR will assign to the company a commercial folio, which is an identification number of the company and with which, from now on, those important legal changes that the law expressly requires to be registered in the RPC (changes of name, shareholders, bylaws, capital, among several others) will be registered, So a record is created for the company with that folio number.
For our part, all the company contracts that we carry out in Emprende Fácil are protocolized before a notary public, we take care of the reservation of the company name and its due registration in the RPC, always delivering the document that proves the completion of each procedure.
Tips:
While the registration is taking place, the notary can issue a letter stating that the deed is in the process of registration and with this some authorities or individuals it is enough to initiate some procedures.
It is recommended that once the notary delivers the testimony with the RPC registration certificate, a certified copy (or several) of that testimony that includes the registration certificate are requested.
Upon completion of registration with the PCR, the company is ready to present itself to other people, but is not fully ready to carry out its business activities or obligations; it is necessary to obtain the Mexican Tax Identification Number (RFC) for its acronym Federal Taxpayers Registry, to be in optimal conditions to contract or present before any authority.
In the same procedure, it is recommended to request and obtain the advanced electronic signature (FIEL) so that the company can access the SAT Internet portal to comply with its tax obligations and that will also serve to electronically sign other electronic documents before different authorities.
Once this last procedure has been completed, the company may continue with the specific procedures required for its business, contract with any person, and issue invoices. Other procedures that you may have to carry out, depending on your corporate purpose, could be:
Registered as an employer in the Mexican Institute of Social Security.
Registration of employees in the Mexican Institute of Social Security
Registration in the Specialized Registry of Suppliers and Services
Signing and registering contracts with a union.
Registration of your trademark or trade name
Inscription in the register of exporters or importers.
In Emprende Fácil we can help you step by step with the creation of your company, solve your questions or help you continue with the various procedures.
Comments