Variable Capital Stock Corporation (SA de CV)
Sociedad Anónima de Capital Variable
在Mexico注册公司
The SA de CV is best suited for: Nearshoring manufacturing operations targeting US/Canada markets, Companies requiring USMCA duty-free access, Foreign subsidiaries operating in Mexico, Consumer goods companies entering Latin America's second-largest market, E-commerce businesses targeting Mexico's digital economy, Companies with multiple investors or complex shareholding structures. Mexico applies a flat 30% corporate income tax on worldwide income of resident companies. The 16% VAT (IVA) applies to most goods and services (reduced to 8% in the northern border zone). Employee profit sharing (PTU) requires distribution of 10% of taxable profit to employees annually, capped at 3 months of salary or the average of the last 3 years (whichever benefits the employee). Withholding tax on dividends to non-residents is 10%. Royalties to non-residents face 25–35% withholding depending on the treaty. The IEPS excise tax applies to specific sectors including alcohol, tobacco, fuel, and high-calorie foods.
- Nearshoring manufacturing operations targeting US/Canada markets
- Companies requiring USMCA duty-free access
- Foreign subsidiaries operating in Mexico
- Consumer goods companies entering Latin America's second-largest market
- E-commerce businesses targeting Mexico's digital economy
- Companies with multiple investors or complex shareholding structures
关键信息
逐步注册流程
Obtain authorisation of the company name
Apply to the Ministry of Economy (Secretaría de Economía) for authorisation of the proposed company name. The name must be unique and not conflict with existing registered entities. The application is submitted online through the SIEM system.
Draft and execute the Articles of Incorporation before a notary public
A Mexican notary public (fedatario público) drafts the Acta Constitutiva (Articles of Incorporation), which includes the company name, corporate purpose, capital structure, shareholder details, and governance rules. All founding shareholders must appear before the notary or grant a power of attorney.
Register with the Public Registry of Commerce
The notarised Acta Constitutiva is filed with the Registro Público de Comercio (RPC) in the state where the company will operate. This gives the company legal personality.
Obtain the RFC (tax ID) from the SAT
Register the company with the Servicio de Administración Tributaria (SAT) to obtain the Registro Federal de Contribuyentes (RFC). This is free and required before any business activity. The legal representative must attend in person with a biometric appointment (cita).
Register with social security and open payroll accounts
Register the company with IMSS (Instituto Mexicano del Seguro Social) for employee social security and with INFONAVIT for housing contributions. These registrations are mandatory before hiring any employees.
Open a corporate bank account and obtain e.firma
Open a corporate bank account at a Mexican bank (BBVA, Banorte, Santander, Citibanamex). Obtain the e.firma (electronic signature) from SAT, which is required for filing tax returns and issuing digital invoices (CFDI).
所需文件
- Certified passport copy and proof of address of each shareholder and director
- Name authorisation from the Ministry of Economy
- Notarised Articles of Incorporation (Acta Constitutiva)
- Power of Attorney if founders cannot appear before the notary in person
- Proof of registered office address in Mexico
- Legal representative identification and CURP (if Mexican) or immigration document (if foreign)
费用概览
税务处理
Mexico applies a flat 30% corporate income tax on worldwide income of resident companies. The 16% VAT (IVA) applies to most goods and services (reduced to 8% in the northern border zone). Employee profit sharing (PTU) requires distribution of 10% of taxable profit to employees annually, capped at 3 months of salary or the average of the last 3 years (whichever benefits the employee). Withholding tax on dividends to non-residents is 10%. Royalties to non-residents face 25–35% withholding depending on the treaty. The IEPS excise tax applies to specific sectors including alcohol, tobacco, fuel, and high-calorie foods.
优势与劣势
- USMCA access provides duty-free trade with the US and Canada — critical for nearshoring strategies
- Variable capital structure allows capital increases/decreases without amending articles
- Access to 128 million consumers and Latin America's second-largest economy
- Mexico is the #1 global nearshoring destination — massive industrial investment flowing into northern states
- Extensive network of 60+ double tax treaties reduces withholding on cross-border payments
- Well-established legal framework with decades of foreign investment precedent
- Largest e-commerce market in Latin America
- 30% corporate tax rate is one of the highest in Latin America
- Mandatory employee profit sharing (PTU) adds 10% of taxable profit distributed to employees
- Notary requirement adds cost and time to formation compared to simpler LatAm jurisdictions
- Digital invoicing (CFDI) system is complex and requires specialised accounting software
- Security concerns vary significantly by region — location due diligence essential
- Corruption remains an operational variable in some regulatory and licensing interactions
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开始This content is educational and does not constitute legal or tax advice. Always consult a qualified professional for your specific situation. Data last verified March 2026.