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Practice areas · 03 of 10

Corporate Law

Legal support for your company at every stage of the corporate cycle

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The Corporate practice of R&A Asociados provides comprehensive advice to commercial companies and civil-law partnerships (sociedades civiles) throughout their legal life: from the choice of entity type and its formation, through shareholders' meetings and the updating of corporate books, to restructurings, mergers, spin-offs and, where applicable, the liquidation of the company. Every corporate decision is documented with legal precision and a business perspective.

We support business owners, partners, and investors at every stage of the corporate and investment cycle: design of governance structures; compliance with obligations before the Ministry of Economy, the UIF (Financial Intelligence Unit), and the RNIE (National Registry of Foreign Investments); drafting of commercial contracts and shareholders' agreements; and structuring of foreign investment in Mexico. Our goal is for your company to operate with order, legal certainty, and a structure aligned with your business plans.

Services

What we do in this practice area.

01

Company formation and organization

We advise you on the choice of entity type and form the company with bylaws and a capital structure suited to your project.

  • Choice of entity type, such as the S.A. de C.V. (variable-capital stock corporation), the S.A.P.I. de C.V. (investment-promotion stock corporation), or the S. de R.L. (Mexican limited liability company)
  • Drafting of bylaws and definition of the shareholding or membership-interest structure
  • Obtaining the corporate-name authorization from the Ministry of Foreign Affairs (Secretaría de Relaciones Exteriores)
  • Formalization before a notary public (civil-law notary) and registration with the Public Registry of Commerce
  • Registration with the tax authorities and initial compliance before the SAT (Mexico's federal tax authority) and the RNIE
02

Corporate minutes and meetings

We document and formalize the decisions of partners and shareholders in accordance with the law and the bylaws.

  • Preparation and notarization of minutes of ordinary and extraordinary shareholders' meetings
  • Capital increases and reductions, appointment of directors, and granting of powers of attorney
  • Amendments to the bylaws, mergers, spin-offs, or conversions
  • Maintenance, updating, and safekeeping of corporate books and shareholder registers
03

Corporate governance and compliance

We structure the company's decision-making and oversight bodies and attend to its regulatory obligations.

  • Design of corporate control structures: boards, committees, and shareholders' meetings
  • Preparation of internal regulations, governance manuals, and operating policies
  • Compliance with obligations before the Ministry of Economy, the UIF, and the RNIE
04

Restructurings and corporate transactions

We support fundamental changes in the company: capitalization, reorganization, corporate succession, legal audits, and an orderly wind-down.

  • Implementation of capitalization, reorganization, or corporate succession plans
  • Coordination of legal due diligence in investment or acquisition processes
  • Winding-up (liquidation) and dissolution of companies
05

Commercial contracts and transactions

We draft and review the contracts that support your company's operations and alliances.

  • Drafting and review of commercial, investment, partnership, or joint venture agreements
  • Shareholders' and members' agreements, and confidentiality agreements
  • Service, distribution, representation, lease, and financing agreements
  • Structuring of strategic alliances and business consortia
06

Foreign investment and international compliance

We advise on the entry and operation of foreign investment in Mexico, with the structures and registrations required by the regulations.

  • Advice on the entry, registration, and operation of foreign direct investment
  • Processing of notices and permits before the Ministry of Economy and the RNIE
  • Structuring of international investment vehicles, holding companies, and subsidiaries
  • Coordination of translations, apostilles, and legalizations under international conventions

Services are provided in accordance with applicable law and the analysis of each case.

Who it is for

Who we serve in this practice area.

  • Entrepreneurs and business owners forming a company or formalizing an existing business
  • Commercial companies and civil-law partnerships that need to update their minutes, corporate books, and powers of attorney
  • Business groups planning mergers, spin-offs, reorganizations, or corporate succession
  • Foreign investors establishing holding companies, subsidiaries, or investment vehicles in Mexico
  • Partners and shareholders negotiating shareholders' agreements, strategic alliances, or joint ventures

If your situation is not listed here, or the contact form can tell you which practice area applies.

Frequently asked questions

Common questions about this practice area.

What type of company should I form in Mexico?

It depends on the number of partners, the contribution structure, the participation of investors, and growth plans. The most commonly used entities are the S.A. de C.V., the S.A.P.I. de C.V., and the S. de R.L., each with different rules on management and on the transfer of shares or partes sociales (membership interests). In a consultation, we review your case to advise you on the option best suited to your project.

What steps are involved in forming a company?

The process includes obtaining the corporate-name authorization from the Ministry of Foreign Affairs, drafting the bylaws, formalization before a notary public, registration with the Public Registry of Commerce, and enrollment with the SAT. If there will be foreign participation, initial compliance before the RNIE is also required. In a consultation, we can explain in detail the steps and documents applicable to your project.

Can a foreigner be a partner in a Mexican company or form a company in Mexico?

Mexican law generally allows foreign investors to participate in Mexican companies, either by forming a new company or by acquiring an interest in an existing one, subject to the corresponding notices and registrations with the Ministry of Economy and the National Registry of Foreign Investments (RNIE), and to the limits the law sets for certain activities. It is also possible to structure holding companies and subsidiaries. In a consultation, we can explain the requirements applicable to your investment.

These answers are for guidance only; each case requires individual analysis.

Publications

Publications in this practice area.

See the publication on the blog →
  • Practical GuideCorporate

    S.A.P.I. or S. de R.L.: choosing the vehicle for your investment in Mexico

    Practical differences between the S.A.P.I. and the S. de R.L.: shares or membership interests, owners' entry and exit, agreements, governance, capital, foreign tax treatment, and formation steps.

    Article key: S.A.P.I.. versus the S. de R.L..

    6 min read

Consult with us on Corporate matters.

Tell us about your situation and we will explain the next steps. We are available Monday through Saturday, 9:00 a.m. to 6:00 p.m., in Spanish, English, and French.

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