Formation of a Limited Liability Company with Variable Capital

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Formation of a Limited Liability Company with Variable Capital

This comprehensive service allows entrepreneurs and business owners to legally establish a business entity as a Limited Liability Company (S. de R.L.). It is the ideal corporate vehicle for medium-sized businesses and family businesses, as it prevents the company's obligations from affecting the personal assets of the partners. The process includes obtaining the required name usage permit from the Ministry of Economy, drafting the company bylaws (company purpose, administration, shareholder meetings, reserve fund), signing the articles of incorporation or public deed, and managing its registration with the Public Registry of Commerce, delivering a company ready to operate commercially and obtain its Taxpayer Identification Number (RFC) from the Tax Administration Service (SAT).


The formation of other types of commercial companies determines the degree of participation of its shareholders or legal representatives, the amount of the reserve fund that must be amortized at the time of incorporation, as well as voting and participation rights within the shareholders' meeting and the amount of dividends to be received. In the case of legal entities governed strictly by civil law (associations or civil societies), their scope will be expressed in the articles of incorporation, and the bylaws must address matters related to their organization, governance in assemblies, distribution of profits (if any and permitted), oversight and audits of the administration, admission and expulsion of members and associates, contributions in labor or services, and the spin-off, dissolution, and liquidation of the legal entity in question.


Technical documentation to be provided by the client:


  • Three options for names or corporate names for review by the relevant authorities.
  • Valid official identification documents and Taxpayer Identification Number (RFC) of all members (minimum of two members), except for simplified joint-stock companies, for which only one member is required.
  • Proof of the tax domicile where the business entity will primarily operate.
  • Definition of the initial share capital (current legal minimum amount) and how the shares will be distributed among the members.
  • Appointment of the General Manager or the Board of Directors, as well as the powers and authority granted to them.
  • Proposed bylaws, previously drafted, which must include the name and corporate name, purpose, form of governance and organization, types of partners, shareholders or, failing that, associates, their rights and obligations, and the manner of dissolution of the legal entity. Failure to meet any of these requirements will result in compliance with the provisions of the General Law of Commercial Companies or the Civil Code applicable to the specific case.


Is it for you?

  • Three options for names or corporate names for review by the relevant authorities.
  • Valid official identification documents and Taxpayer Identification Number (RFC) of all members (minimum of two members), except for simplified joint-stock companies, for which only one member is required.
  • Proof of the tax domicile where the business entity will primarily operate.
  • Definition of the initial share capital (current legal minimum amount) and how the shares will be distributed among the members.
  • Appointment of the General Manager or the Board of Directors, as well as the powers and authority granted to them.
  • Proposed bylaws, previously drafted, which must include the name and corporate name, purpose, form of governance and organization, types of partners, shareholders or, failing that, associates, their rights and obligations, and the manner of dissolution of the legal entity. Failure to meet any of these requirements will result in compliance with the provisions of the General Law of Commercial Companies or the Civil Code applicable to the specific case.

Required documents

Three options for names or corporate names for your review by the relevant authorities.
Valid official identifications and RFC of all member partners (minimum two partners).
Proof of tax domicile where the commercial company will primarily operate.
Definition of the initial share capital (current legal minimum amount) and the way in which the shares will be distributed among the partners.
Appointment of the General Manager or the Board of Managers
Proposed articles of association previously drafted

Why choose us?

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FAQ

A minimum of two partners is required, and the General Law of Commercial Companies establishes a maximum limit of fifty partners.

The law no longer establishes a mandatory fixed minimum amount, so partners can freely determine the initial share capital, with a symbolic minimum operating capital being contractually recommended.

Yes, Mexican law permits foreign direct investment in most commercial activities, requiring only compliance with the corresponding immigration registration and identification requirements. The wording of the exclusion or participation clause for foreigners, as well as the provisions of the Foreign Investment Law, will be observed.

It is the detailed description of all the commercial, service or production activities that the company will be legally authorized to carry out and invoice.