Month: February 2016

An innovative type of Company in Mexico

The Congress adopted an opinion whereby it proposes to amend various provisions of the General Law of Commercial Companies (GLCC) in Chapter XIV about “the Simplified Stock Company”

 The following reform seeks to create the Simplified Stock Company (SAS), which grants the following benefits:

  • It can be constituted by one or more shareholders, who are only required to pay their contributions it is important to underline that it is only for individuals.
  • It simplifies the process for the establishment of micro and small companies.
  • There are no limitations for foreign investment, therefore the shareholders may be foreign, highlighting that the shareholder(s) must be individuals.
  • Shareholders should express their consent through the electronic system of incorporation, without the intervention of a notary public for such purpose, speeding up and simplifying the process of incorporation.

How does a (SAS) operate?

The SAS may be constituted as a company with variable capital, which shall be registered in the Public Registry of Commerce.

  • The shareholder(s) of the company, shall express their consent to establish the SAS, through the bylaws available through the electronic incorporation system, streamlining the process. This electronic system established for the incorporation of the SAS is in charge of the Ministry of Economy, functioning and operation is governed by the rules issued by the Secretariat itself.
  • The supreme body, the SAS will be integrated, by the shareholder(s) themselves who must have the certificate of advanced electronic signature as a prerequisite. This reform provides that under no circumstances individuals may be simultaneously shareholders of other companies as referred in sections I to VII , Article 1 of the GLCC , if it is the case that their involvement in these corporations allows them to have control of the company or its management  in the light of (Article 2 , section III of the Securities Market Law).
  • The total annual revenues of SAS, may not exceed 5 million Mexican pesos, and in case of exceeding this amount, it must be transformed into another corporate scheme as established in the GLCC.

TMC Legal lawyers, will continue to report in relation to the present newsletter, and likewise, we will keep attentive to any questions or comments regarding the latter.