What is the proper process for dissolving a Mexican civil association and distributing its assets?

Short answer: Yes, you will need full legal representation to dissolve and comply with all legal requirements and tax liabilities. Corporate dissolution, including a Civil Association, is part of M&A and is a complex and lengthy process.

Hi!
Here's a quick roadmap for the dissolution/liquidation process of an A.C. in Mx.

* Review current bylaws: competent body, rules for convening/quorum/voting, powers to dissolve and appoint liquidator; clause on disposition of remaining assets and whether remote meetings are permitted.
* Convene and hold the members' meeting: agenda with dissolution, liquidation bases, appointment of liquidator(s) and powers; if there is paralysis (lack of quorum or convening body), prepare judicial proceedings to decree the dissolution or authorize the convening.
* Notarize the minutes and register: dissolution agreements and appointment of the liquidator in the competent Public Registry; publish notices if required by your bylaws/local law.
* Register the liquidation phase with the SAT: update the FTR to “in liquidation,” appoint a representative, maintain periodic representations; if you are an authorized donor, manage the deregistration and the destination of the remainder in accordance with applicable tax rules.
* Inventory and initial liquidation balance sheet: list assets/liabilities/agreements and funds with donor restrictions; open specific accounts for the liquidation and draw up a payment schedule.
* Payment of liabilities and termination of relationships: first cover labor and tax liabilities, then suppliers and other creditors; terminate or assign contracts (leases, licenses, services), cancel IMSS/INFONAVIT registration if applicable, and revoke bank powers of attorney.
* Realization of assets: collect accounts receivable and sell necessary assets (with valuation and evidence: agreement, invoice, payment).
* Remaining funds: apply exactly as indicated in the bylaws (typically, transfer to an entity with a similar purpose and no distribution among members). If they are a charitable organization, the remaining funds must go to another authorized charitable organization. Document with minutes, transfer agreements, and CFDI/receipts.
* Communications: inform donors and partners about the dissolution, the status of projects, and the destination of restricted funds (deliver, return, or reschedule according to each instrument).
* Final liquidation and closing account: members' meeting to approve the final account, release the liquidator, register and cancel the registration of the legal entity; request removal from the FTR and close bank accounts; keep accounts and books for the legal period.

Hi! Here's a quick roadmap for the dissolution/liquidation process of an A.C. in Mx.

- Review current bylaws: competent body, rules for convening/quorum/voting, powers to dissolve and appoint liquidator; clause on disposition of remaining assets and whether remote meetings are permitted.
- Convene and hold the members' meeting: agenda with dissolution, liquidation bases, appointment of liquidator(s) and powers; if there is paralysis (lack of quorum or convening body), prepare judicial proceedings to decree the dissolution or authorize the convening.
- Notarize the minutes and register: dissolution agreements and appointment of the liquidator in the competent Public Registry; publish notices if required by your bylaws/local law.
- Register the liquidation phase with the SAT: update the FTR to “in liquidation,” appoint a representative, maintain periodic representations; if you are an authorized donor, manage the deregistration and the destination of the remainder in accordance with applicable tax rules.
- Inventory and initial liquidation balance sheet: list assets/liabilities/agreements and funds with donor restrictions; open specific accounts for the liquidation and draw up a payment schedule.
- Payment of liabilities and termination of relationships: first cover labor and tax liabilities, then suppliers and other creditors; terminate or assign contracts (leases, licenses, services), cancel IMSS/INFONAVIT registration if applicable, and revoke bank powers of attorney.
- Realization of assets: collect accounts receivable and sell necessary assets (with valuation and evidence: agreement, invoice, payment).
- Remaining funds: apply exactly as indicated in the bylaws (typically, transfer to an entity with a similar purpose and no distribution among members). If they are a charitable organization, the remaining funds must go to another authorized charitable organization. Document with minutes, transfer agreements, and CFDI/receipts.
- Communications: inform donors and partners about the dissolution, the status of projects, and the destination of restricted funds (deliver, return, or reschedule according to each instrument).
- Final liquidation and closing account: members' meeting to approve the final account, release the liquidator, register and cancel the registration of the legal entity; request removal from the FTR and close bank accounts; keep accounts and books for the legal period.