Best Investment & Business Structuring Lawyers in Mexico

About Investment & Business Structuring Law in Mexico

Investment and business structuring law in Mexico covers how individuals and entities form, operate, and exit Mexican businesses. It combines corporate law, foreign investment rules, and competition regulation to shape ownership, governance, and capital flows. Foreign investors must navigate permits, restrictions and compliance requirements that affect structuring decisions.

Key vehicles for Mexico-based operations include common forms such as Sociedad Anónima (SA) and Sociedad de Responsabilidad Limitada (S de RL), as well as investment-friendly structures like Sociedad Anónima Promotora de Inversión (SAPI). Foreign ownership rules, land ownership near the coast or borders, and regulated sectors influence how structures are designed. Proper planning can simplify onboarding, financing, and ongoing compliance.

Foreign and domestic investors should expect ongoing regulatory interaction with agencies such as the Secretaría de Economía and the tax authority SAT, plus potential antitrust review by COFECE. Understanding the interplay between corporate formation, foreign investment permits, and regulatory filings helps ensure a compliant and efficient setup. This guide outlines practical, Mexico-specific considerations to help you plan effectively.

Source: Secretaría de Economía - Inversión Extranjera and domestic corporate forms, with guidance on permits and registration.

Why You May Need a Lawyer

Setting up a Mexican corporate entity often requires tailored advice on structure, capital, and governance. A lawyer helps you align your business plan with Mexican law and avoid delays. Below are concrete scenarios where legal counsel adds value.

• Setting up a new Mexican subsidiary as a foreign investor with the right ownership structure to meet regulatory and tax requirements.
• Securing permits for foreign investment in regulated sectors such as energy, telecommunications, or transport, where the Secretaría de Economía controls access and limits ownership.
• Structuring property transactions in the restricted zone, including fideicomiso arrangements with a Mexican bank to hold title for non-residents near coastlines or borders.
• Planning cross-border mergers or acquisitions and obtaining antitrust clearance from COFECE for concentrations that may affect competition.
• Designing an investment vehicle (for example a SAPI or other corporate form) to attract venture capital while facilitating governance and exit options.
• Managing tax, transfer pricing, and report obligations for a multinational group to ensure compliance with SAT rules and international tax standards.

Local Laws Overview

The Mexican framework for investment and business structuring relies on several core laws. The following are two to three primary statutes commonly involved in structuring decisions, along with each law's general purpose and relevance to foreign investment.

• Ley General de Sociedades Mercantiles (LGSM) - Governs corporate formation, shareholding, governance, and internal operations of most Mexican companies. It provides the foundational rules for conducting business through corporations and limited liability entities. The law has been in force since the early 20th century and is periodically updated to reflect market needs. DOF and Secretaría de Economía outline current regulatory interpretations.
• Ley de Inversión Extranjera (LIE) - Regulates foreign investment, including which sectors require permits and how foreign participants may own or control Mexican entities. The LIE forms the backbone for structuring foreign-owned businesses in Mexico and defines permit requirements administered by the Secretaría de Economía. DOF and Secretaría de Economía provide official guidance.
• Ley Federal de Competencia Económica (LFCE) - Establishes normas against anti-competitive practices and sets thresholds for concentrations that trigger regulatory review. Enforcement is conducted by COFECE, with procedures for notification and remedy where required. Official materials and updates are available on COFECE and SE.

Source: COFECE - overview of competition law and notification requirements; SE and DOF for foreign investment and corporate forms.

In addition to these core laws, the Reglamento de la Ley de Inversión Extranjera and related regulatory guides provide implementing details on permits, sector-specific rules, and filing processes. Recent regulatory trends focus on transparency, faster permit processing, and clearer guidance for foreign investors. See official government sources for current procedures and forms.

Frequently Asked Questions

What is the main law that governs foreign investment in Mexico?

The Ley de Inversión Extranjera governs how foreign investors participate in the Mexican economy. It sets permit requirements and ownership structures for sectors regulated by the government. It is complemented by the Reglamento de la Ley de Inversión Extranjera and by corporate law.

How do I form a Mexican company as a foreigner in practice?

Choose a corporate form such as SA or S de RL, draft bylaws, and register with the Public Registry of Commerce. You will also obtain a Mexican tax ID (RFC) with SAT and consider a local bank account. A local attorney can coordinate notarization, registration, and filings.

When do I need a permit from the Secretaría de Economía?

Permits are required for sectors designated as strategic or restricted to foreign investment. Examples include certain energy, telecommunications, and transport activities. An attorney can assess your sector and file the correct permit application.

Where can foreigners own land in Mexico, near the coast or borders?

Direct ownership is restricted in the restricted zone. Foreigners typically use a fideicomiso (trust) with a Mexican bank or form a Mexican-registered entity to hold title. A lawyer can structure and document the arrangement properly.

Why is antitrust review important for a cross-border deal in Mexico?

COFECE reviews concentrations to prevent market distortions. If your transaction meets thresholds, you must notify and obtain clearance before closing. Legal counsel coordinates the notification, information requests, and remedies if needed.

What is a SAPI and when should I use it?

A SAPI (Sociedad Anónima Promotora de Inversión) is a flexible vehicle for attracting investment and organizing capital. It allows certain governance flexibilities and can later be converted to a standard sociedad, depending on needs. An attorney helps tailor it to your financing plan.

How long does it typically take to set up a basic Mexican company?

2 to 6 weeks is common, depending on notarization, registry processing times, and bank onboarding. Expedited timelines may be possible with prepared documents and pre-approval steps.

Do I need local counsel for tax registrations (RFC) and VAT compliance?

Yes. A Mexican attorney or tax advisor guides RFC registration and ongoing SAT filings. They also help structure cross-border transfers and transfer pricing considerations.

What is the difference between LGSM and LFCE in practice?

LGSM governs corporate formation, governance, and day-to-day operations. LFCE governs anti-competitive behavior and merger oversight. They address different regulatory domains yet interact in complex transactions.

How much should I budget for legal services in a basic structuring project?

Fees vary by complexity. A typical basic setup might range from MXN 20,000 to MXN 60,000, while complex cross-border work or M&A can exceed that range. Always request a written fee estimate.

What is the typical timeline for an antitrust review of a major acquisition?

Review timelines depend on case complexity and COFECE workload. A straightforward concentration may take 1 to 3 months, while complex cases can extend longer with information requests.

Is it safer to use a Mexican law firm for cross-border investments?

Yes. Local firms understand Mexican requirements, languages, and procedural nuances. They coordinate with home-country counsel to align on global strategy and compliance.

Additional Resources

• Secretaría de Economía (SE) - Government agency that oversees foreign investment, permits, and sectoral regulation. Official guidance and application forms are published on the SE site and related portals. SE - gob.mx
• COFECE - Comisión Federal de Competencia Económica; enforces competition law, reviews concentrations, and publishes enforcement guidelines. COFECE
• SAT - Servicio de Administración Tributaria; administers tax registrations, corporate tax, VAT, and cross-border tax compliance for Mexican entities and foreign-owned businesses. SAT

Next Steps

1. Define your investment objectives and preferred Mexican structure (subsidiary, branch, or JV) based on sector, control, and exit plans. Timeframe: 1 week.
2. Assess whether your project triggers foreign investment permits or sectoral restrictions with SE. Timeframe: 1-3 weeks.
3. Engage a Mexican corporate attorney to draft the governing documents, evaluate the best entity type, and plan governance. Timeframe: 1-2 weeks.
4. Prepare due diligence for the target, including contracts, IP, labor, and tax considerations. Timeframe: 2-4 weeks.
5. File the necessary registrations (RFC with SAT, company formation with the Public Registry of Commerce) and obtain required permits. Timeframe: 2-6 weeks.
6. Arrange any property structures for land near restricted zones, including fideicomiso arrangements if applicable. Timeframe: 2-6 weeks.
7. Confirm antitrust implications and file COFECE notifications if your transaction meets thresholds. Timeframe: 1-3 months depending on complexity.