Practical GuideCorporate
S.A.P.I. or S. de R.L.: choosing the vehicle for your investment in Mexico
Both entities limit the liability of their owners, but they work differently when someone wants to come in, exit, or reach agreements with the others. This guide explains the differences that weigh on the decision and what to file once you have chosen.
- Published
- October 14, 2026
- Reading time
- 6 minutes
- Laws discussed
- LMV Arts. 12–19 · LGSM Arts. 58–86, 89, 91, and 198
- Current text consulted
- LMV as amended Nov 14, 2025 · LGSM as amended Oct 20, 2023
In this article
In this article
6 min · 8 sections
When you form a company to invest in Mexico, you make decisions that are costly to change later: how an owner comes in and goes out, who manages the company, and what the owners agree among themselves. The sociedad anónima promotora de inversión (S.A.P.I., an investment-promotion stock corporation) and the sociedad de responsabilidad limitada (S. de R.L., a Mexican limited liability company, comparable to an LLC) limit the owners' liability to the same extent; what changes is the mechanics.
The essentials, in thirty seconds
- The S.A.P.I. is a sociedad anónima (stock corporation) with special rules under the Securities Market Law (LMV, Arts. 12 to 19); the S. de R.L. is governed by the General Law of Commercial Companies (LGSM, Arts. 58 to 86).
- In the S.A.P.I., capital is divided into shares, registered certificates that are easily transferred; in the S. de R.L., into partes sociales (membership interests), which cannot be represented by negotiable instruments.
- Assigning a membership interest or admitting a new member requires the consent of members representing a majority of the capital, and an S. de R.L. may not have more than fifty members.
- The law expressly provides for drag-along and tag-along rights, call and put options, and transfer restrictions in the S.A.P.I. and, since 2014, in every sociedad anónima; there is no equivalent catalog for the S. de R.L.
- Neither entity has a minimum capital set by law: the articles of association determine it. Both are taxed in Mexico as legal entities; the investor's home country may classify them differently.
Shares or membership interests
The S.A.P.I. is a sociedad anónima that adopts the special form set out in Articles 12 to 19 of the Ley del Mercado de Valores (Securities Market Law, LMV); in all other respects it is governed by the Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM). Its capital is divided into shares, registered certificates (títulos nominativos) that evidence and transfer shareholder status (LGSM, Art. 111). In the S. de R.L., the partes sociales (membership interests) cannot be represented by negotiable instruments (Art. 58), each member holds only one (Art. 68), and there may be no more than fifty members (Art. 61).
Entry and exit of owners
In the S. de R.L., the restriction is imposed by law: assigning membership interests or admitting members requires a majority of the capital, unless the bylaws require more (LGSM, Art. 65). If the assignee is an outsider, the members have fifteen days, counted from the meeting that authorized the assignment, to exercise the right of first refusal (derecho del tanto), that is, a preference to buy on the same terms (Art. 66). As to third parties, the assignment takes effect upon its entry in the register of members, with notice filed in the electronic system of the Ministry of Economy (Art. 73).
In the S.A.P.I., transfer is free in principle; the restrictions go in the bylaws: Article 13 of the LMV allows transfers to be restricted in any manner and permits provisions for the exclusion or withdrawal of shareholders and the applicable price, non-voting shares or shares with veto rights, and mechanisms to break deadlocks, all of which must be stated on the share certificates.
Shareholder and member agreements
The LMV allows S.A.P.I. shareholders to agree on non-compete covenants of up to three years, voting agreements, and options (Art. 16, Sec. VI): to sell only if the buyer also acquires, on the same terms, some or all of the other shareholders' shares (tag-along); to require another shareholder to sell when an offer is accepted (drag-along); and to buy or sell at a fixed or determinable price. These agreements are not binding on the company, except by court order. For the S. de R.L., the LGSM provides no such catalog: the restrictions go in the articles of association (Arts. 65 and 83) and in agreements whose enforceability must be reviewed case by case.
NoteAlso in the ordinary S.A.
Since the 2014 reform (LGSM, Arts. 91, Sec. VII, and 198), any sociedad anónima may include transfer restrictions, exclusion of shareholders, and non-voting shares in its bylaws, and its shareholders may agree on options. The S.A.P.I. adds, among other features, the repurchase of its own shares by board resolution (LMV, Art. 17) and minority rights at lower ownership thresholds (Art. 16).
Management and oversight
The S. de R.L. is managed by one or more gerentes, or managers (LGSM, Art. 74), with a supervisory board only if the articles of association so provide (Art. 84). The S.A.P.I. has a board of directors (LMV, Art. 14) and a comisario, or statutory auditor (LGSM, Art. 164), unless it adopts the management and oversight regime of the sociedad anónima bursátil (publicly traded stock corporation), with an external auditor and an audit committee (LMV, Art. 15).
| Feature | S.A.P.I. | S. de R.L. |
|---|---|---|
| Ownership | Registered shares | Membership interests |
| Owners | At least two; no maximum | Fifty at most |
| Entry and exit | Free, subject to restrictions in the bylaws | Majority of the capital and right of first refusal |
| U.S. tax treatment | Per se corporation | May elect; corporation by default |
What changes for the foreign investor
In Mexico both are taxed the same way, as legal entities (personas morales), under Articles 7 and 9 of the Ley del Impuesto sobre la Renta (Income Tax Law, LISR), and they are Mexican residents if the principal administration of their business or their place of effective management is located in Mexico (Article 9, Section II, of the Código Fiscal de la Federación, the Federal Tax Code, CFF). Outside Mexico, treatment may vary: for U.S. federal tax purposes, the Mexican Sociedad Anónima appears on the list of per se corporations (26 CFR 301.7701-2), while the S. de R.L. may elect its classification (26 CFR 301.7701-3). That classification may have consequences in Mexico, for example for the deduction of payments to related parties (LISR, Art. 28, Sec. XXIII).
In both, foreign investment may hold any proportion of the capital, except in reserved or capped activities and where a favorable resolution from the National Foreign Investment Commission is required (Articles 4 to 9 of the Ley de Inversión Extranjera, the Foreign Investment Law, LIE). The bylaws include the foreigner-exclusion clause or the agreement under Article 27, Section I, of the Mexican Constitution, known as the Calvo clause (LIE, Art. 15), and the company registers with the Registro Nacional de Inversiones Extranjeras (RNIE, National Registry of Foreign Investments) within forty business days after its incorporation or after the foreign investment is made (LIE, Art. 32).
How to decide and what to file
- Define who the owners will be
The S.A.P.I. generally offers more tools for investment rounds, funds, or employee stock plans; if a small group of owners wants to control who comes in, the S. de R.L. provides for this by law. It depends on each case.
- Apply for the corporate name
Before incorporating, through the Módulo Único de Autorizaciones (MUA), the Ministry of Economy's online authorization system, with an e.firma (the SAT's advanced electronic signature). The Ministry decides within two business days (procedure SE-09-041; LIE, Art. 16 A).
Deadline: Decision · 2 business days
- Incorporate before a notary or corredor público and register
A notarial deed (escritura) before a civil-law notary or a póliza before a corredor público, a public commercial broker (LGSM, Arts. 6 and 91); then the Public Registry of Commerce, the RFC (Mexican taxpayer ID number), and, if there is foreign investment, the RNIE (within 40 business days of incorporation or of the investor's entry).
Deadline: RNIE · 40 business days
Frequently asked questions
Is the S.A.P.I. a different type of company from the S.A.?
No. It is a sociedad anónima that adopts the investment-promotion form provided for in Articles 12 to 19 of the Securities Market Law (LMV). It may be incorporated in that form from the outset or adopt it later by resolution of an extraordinary shareholders' meeting; shareholders who vote against the resolution may withdraw at the book value of their shares (Art. 12).
How much capital do I need to incorporate either one?
The law sets no minimum amount: the capital is whatever the articles of association establish (LGSM, Arts. 62 and 89, Sec. II). What the law does require is that, upon incorporation, at least 50% of each membership interest in an S. de R.L. be paid in (Art. 64), and, in the sociedad anónima, at least 20% of each share payable in cash and the full value of the shares paid in kind (Art. 89, Secs. III and IV). Both may adopt the variable-capital form (Arts. 1 and 213).
Can I agree on drag-along and tag-along rights in an S. de R.L.?
The General Law of Commercial Companies does not expressly regulate those agreements for the S. de R.L., as the Securities Market Law does for the S.A.P.I. (Art. 16, Sec. VI). The articles of association may regulate the requirements for assignment and the required majorities (Arts. 65 and 83), and the members may enter into agreements among themselves, but their design and their enforceability against the company must be reviewed case by case.
Can a foreign investor be the sole owner of an S.A.P.I. or an S. de R.L.?
Not in these two entities: the sociedad anónima, and therefore the S.A.P.I., requires at least two shareholders (LGSM, Art. 89, Sec. I), and the S. de R.L. is formed among members (Art. 58), which implies more than one. Foreign investment may hold any proportion of the capital, except in reserved or capped activities and in cases that require a favorable resolution from the National Foreign Investment Commission (LIE, Arts. 4 to 9). The law allows a single owner only in the sociedad por acciones simplificada (simplified stock company), which is reserved for individuals and subject to an annual revenue cap (LGSM, Art. 260).
How does the United States treat a Mexican S. de R.L. for tax purposes?
As an eligible entity: unlike the Sociedad Anónima, it does not appear on the list of per se corporations (26 CFR 301.7701-2), so it may elect fiscally transparent (pass-through) treatment. If it makes no election and all of its members have limited liability, it is treated as a corporation (26 CFR 301.7701-3). The election and its consequences, including in Mexico, should be reviewed with tax advisors in both countries.
How is the corporate name obtained, and how long does it take?
The Ministry of Economy decides within two business days after the application (LIE, Art. 16 A; Regulations for the Authorization of Corporate Names, Art. 8). If it authorizes the name, the applicant must reserve it within 48 hours after that period expires; otherwise, the system releases it (Art. 13). The notary or corredor público files the notice of use within 180 calendar days after the authorization (Art. 24). The S.A.P.I. adds “Promotora de Inversión” or “P.I.” to its name (LMV, Art. 12), and the S. de R.L. adds “Sociedad de Responsabilidad Limitada” or “S. de R.L.” (LGSM, Art. 59).
Official sources
This article was prepared from the texts published by the authorities. We recommend consulting them directly.
- DiputadosLey del Mercado de Valores, arts. 12 a 19, sociedades anónimas promotoras de inversión (Securities Market Law, Arts. 12 to 19, investment-promotion stock corporations) (opens the source's website). Current text; last amendment published in the DOF (Official Gazette of the Federation) on November 14, 2025.
- DiputadosLey General de Sociedades Mercantiles, arts. 1, 6, 58 a 86, 89, 91, 111, 144, 164, 198, 213 y 260 (General Law of Commercial Companies) (opens the source's website). Current text; last amendment published in the DOF on October 20, 2023.
- DiputadosLey de Inversión Extranjera, arts. 4 a 9, 15, 16 A y 32 (Foreign Investment Law) (opens the source's website). Current text; last amendment published in the DOF on May 27, 2024.
- DiputadosCódigo Fiscal de la Federación, arts. 9, fr. II, y 27 (Federal Tax Code) (opens the source's website). Current text; last amendment published in the DOF on April 9, 2026.
- DiputadosLey del Impuesto sobre la Renta, arts. 7, 9 y 28, fr. XXIII (Income Tax Law) (opens the source's website). Current text; last amendment published in the DOF on April 1, 2024.
- gob.mxFicha del trámite SE-09-041, Autorización de uso de denominación o razón social, Secretaría de Economía (procedure sheet SE-09-041: authorization to use a corporate name, Ministry of Economy) (opens the source's website)Decision within two business days; requires an e.firma; filed through the MUA.
- Secretaría de EconomíaReglamento para la Autorización de Uso de Denominaciones y Razones Sociales, arts. 8, 13, 17 y 24 (Regulations for the Authorization of Corporate Names) (opens the source's website). Published in the DOF on September 14, 2012; last amended on September 22, 2016.
- Cornell Law School26 CFR 301.7701-2, Business entities; definitions (list of per se corporations, paragraph (b)(8)) (opens the source's website)U.S. Treasury Regulations; the Mexican S.A., including the variable-capital S.A., appears on the list.
- Cornell Law School26 CFR 301.7701-3, Classification of certain business entities (eligible entities) (opens the source's website)Rules on the classification election and the default classification of foreign entities.
Learn about the firm's Corporate practice →More publications on Corporate →
TopicsCompanies · S.A.P.I. · S. de R.L. · Foreign investment · Shareholder agreements · Company formation
