What is the procedure for the constitution of commercial companies?

To set up a commercial company, the procedure to follow is as follows:

• The interested party (future partner or notary public) must apply to the Ministry of Economy for authorization to use the name or business name.
• The partners will celebrate the social contract before a notary public.
• The notary will formalize the constitution of the company through an act or articles of incorporation.
• The company will be registered in the Public Registry of Commerce, where the mercantile folio will be obtained that will identify the mercantile company.

In simplified stock companies, they will be incorporated when the shareholder or shareholders express their consent under the bylaws that the Ministry of Economy makes available to them in the electronic constitution system, previously having authorization for the use of the name issued by the Ministry of Economy. Economy and that the shareholder(s) have a valid electronic signature certificate.

For the constitution of this type of company, the public deed, policy or any other additional formality will not be required as a requirement, however, in order for it to take effect against third parties, it must be registered with the RPC

What are the commercial companies in Mexico?

In the LGSM (General Law of Commercial Companies) the following are recognized as commercial companies:

• Anonymous society
• Company in Collective Name
• Simple Limited Company
• Limited Company by Shares
• Limited Liability Company
• Cooperative Society (General Law of Cooperative Societies)
• Simplified Stock Company
• Variable Capital Investment Promoter Corporations

These companies may be constituted as a variable capital company with the exception of the cooperative company.

What minimum content should the articles of incorporation of a commercial company have?

The articles of incorporation must contain:

• The reason or company name.
• The names, nationality and domicile of the natural or legal persons that constitute the company.
• Clause of exclusion or admission of foreigners (as the case may be).
• The social object.
• The duration of the company.
• The amount of share capital.
• The expression of what each partner contributes in money or other assets; the value attributed to them and the criteria followed for their valuation.
• When the capital is variable, it will be expressed in this way, indicating the minimum that is set.
• The domicile of the company.
• The way of managing the company and the powers of the administrators.
• The manner of distributing profits and losses among the members of society.
• The amount of the reserve fund.
• The appointment of one or more commissioners.
• Cases in which the company has to be dissolved in advance.
• The bases to practice the liquidation of the company and the way to proceed to the election of the liquidators when they have not been designated in advance.

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What should be the content of the bylaws of a simplified stock company?

We will mention below some crimes typified in the Federal Criminal Code and in the criminal codes of the federal entities:

• Denomination.
• Name, address, Federal Taxpayer Registry and email address of the shareholders.
• Address of the company.
• Duration of the company.
• Form and terms in which shareholders are obliged to subscribe and pay for their shares.
• Number, par value and nature of the shares into which the capital stock is divided.
• The number of votes that each of the shareholders will have by virtue of their shares.
• The object of the society.
• The way of managing the company.

Why is a company registered with the Public Registry of Commerce?

The companies registered with the Public Registry of Commerce have their own legal personality different from that of the partners and take effect against third parties.

Notwithstanding this, companies not registered in the Public Registry of Commerce that have been externalized as such before third parties, whether or not they are recorded in a public deed, will have legal personality.

What is the company registration form?

It is the document generated by the system of the Public Registry of Commerce to the constitutive act of the commercial company.

What is an irregular company?

An irregular company is one that has not been registered in the Public Registry of Commerce.

What happens if the social contract was not granted in deed or policy before a notary public?

If the social contract was not granted in a public deed before a notary public but contains the names, nationality and address of the natural or legal persons that constitute the company, the company name or denomination, the duration of the company, the amount of the social capital, the expression of what each partner contributes in money or in other assets, the value attributed to those assets, the criteria followed for their valuation, and the domicile of the company, any of the partners may sue in summary proceedings for the granting of the corresponding deed or policy.

How much does it cost to set up a company?

The cost to set up a company is variable depending on the state in question, however the expenses to be considered and generated by setting up a company include notary fees and payment of fees to the Public Registry of Commerce.

Can foreigners establish or form part of Mexican companies?

Yes, foreign natural or legal persons can be partners of Mexican companies as long as the bylaws do not contain a clause excluding foreigners.

Notwithstanding this, in accordance with the Political Constitution of the United Mexican States and the Foreign Investment Law, foreigners may not form part of Mexican companies that carry out economic activities reserved exclusively for Mexicans or Mexican companies with a clause excluding foreigners. .

Likewise, there is specific regulation for certain economic activities, the Foreign Investment Law refers to them and by virtue of that regulation, foreigners may participate with certain percentages in companies.

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Can minors set up commercial companies?

Minors cannot establish commercial companies, even when they are represented by those who exercise parental authority, the foregoing based on the Commercial Code which provides that any person who, according to common laws, is capable of contracting and being bound and to whom the same laws do not expressly prohibit the profession of commerce have legal capacity to exercise it.

Can a single person set up a company?

Yes, only the simplified stock company is the type of company that can be incorporated with a single natural person.

Who represents the commercial companies?

The representation of commercial companies will correspond to their administrator or administrators.