Commercial companies in Mexico are recorded in the Registro Público de Comercio, RPC (Public Registry of Commerce), a federal-state system in which the Secretaría de Economía (Ministry of Economy) operates the central database and the SIGER electronic platform while the registry offices of the states carry out the entries under coordination agreements. Registered commercial acts are public by law and anyone may consult them. Two further national systems complete the picture: the electronic publication system for corporate notices and the single registry of movable collateral. Sole traders and civil entities lie outside the commercial register.

The official company register in Mexico

The register is the Registro Público de Comercio (Public Registry of Commerce), governed by the Código de Comercio (Commerce Code) and the Reglamento del Registro Público de Comercio. Its architecture is genuinely federal. The Secretaría de Economía maintains the Base de Datos Central (Central Database) and designates a Registrador Mercantil to manage it and certify its records, while the authorities responsible for the state Registro Público de la Propiedad y del Comercio continue to provide the service through their own offices under coordination agreements with the federal government. Qualification and inscription are performed by the state office managers and registrars, on one national platform: the Sistema Integral de Gestión Registral, SIGER 2.0 (Integrated Registry Management System), at rpc.economia.gob.mx.

Each merchant or company has a folio mercantil electrónico (electronic commercial folio) — an individual electronic file identified by the business name or corporate designation, gathering all the commercial acts relating to that merchant or company. Registrable acts are those which require publicity in order to produce effects against third parties, and they are entered through pre-codified forms published by the Secretaría in the Diario Oficial de la Federación.

Two national systems operate alongside the register:

  • Sistema Electrónico de Publicaciones de Sociedades Mercantiles, PSM (Electronic Publication System for Commercial Companies), at psm.economia.gob.mx, established by an agreement published in the Diario Oficial de la Federación on 12 June 2015. This is where corporate notices that the law requires to be published — meeting convocations, balance sheets, capital reductions, mergers, spin-offs and dissolutions — are made public.
  • Registro Único de Garantías Mobiliarias, RUG (Single Registry of Movable Collateral), at rug.economia.gob.mx, a section of the Registry of Commerce in which security interests over movable property are registered and can be searched.

Mexico keeps the commercial register for merchants and companies only. A persona física con actividad empresarial (individual carrying on business activity) is not entered in the RPC as such: an individual becomes visible through registration in the Registro Federal de Contribuyentes (Federal Taxpayer Registry) with the tax administration, and may register a commercial folio only in the limited cases in which the Commerce Code requires it. Civil entities — the sociedad civil and the asociación civil — are constituted under the civil codes and registered in the state public registries rather than in the commercial register, which is why a Mexican professional firm or non-profit often cannot be found in the RPC.

In practice incorporation runs through a fedatario público — a notary or a corredor público — who draws up the instrument and files it into SIGER. The one exception is the simplified company described below, which is incorporated online by the founders themselves.

Legal forms that can be registered in Mexico

Article 1 of the Ley General de Sociedades Mercantiles (General Law of Commercial Companies) recognises seven species of commercial company.

  • Sociedad Anónima, S.A. (Corporation) — capital divided into shares, shareholder liability limited to their subscription, managed by a sole administrator or a board and supervised by a comisario. The standard form for medium and large business and for foreign-owned subsidiaries.
  • Sociedad de Responsabilidad Limitada, S. de R.L. (Limited liability company) — capital divided into partes sociales which are not freely transferable, a capped number of members, and liability limited to contributions. Frequently chosen by United States investors for its tax treatment abroad.
  • Sociedad por Acciones Simplificada, S.A.S. (Simplified shares company) — the newest form, designed for micro and small business: one or more individual shareholders, no notarial instrument, and incorporation entirely online and free of charge through the Secretaría de Economía system at sas.economia.gob.mx, with an annual revenue ceiling above which it must convert to another form.
  • Sociedad en Nombre Colectivo, S.N.C. (General partnership) — all partners answer subsidiarily, jointly and without limit for the company’s obligations.
  • Sociedad en Comandita Simple, S. en C. (Simple limited partnership) — one or more comanditados liable without limit together with comanditarios liable only up to their contribution.
  • Sociedad en Comandita por Acciones, S.C.A. (Limited partnership by shares) — the same division of liability, with the capital represented by shares.
  • Sociedad Cooperativa (Cooperative society) — a member-owned enterprise governed by its own cooperative legislation, in production or consumption form.

The variable capital modality. Any of these forms except the cooperative may be constituted as a sociedad de capital variable, which is why so many Mexican company names end in “de C.V.” — for example S.A. de C.V. or S. de R.L. de C.V.. The company then fixes a minimum capital and may increase or reduce capital above that floor by the statutory procedure, without amending its by-laws each time. This is a modality, not a separate species.

Related structures:

  • Sociedad Anónima Promotora de Inversión (S.A.P.I.) and Sociedad Anónima Bursátil (S.A.B.) — variants of the sociedad anónima created by the securities legislation for investment-stage and listed companies, with enhanced minority protections and disclosure.
  • Sucursal de sociedad extranjera (Branch of a foreign company) — a foreign company that wishes to carry on business in Mexico registers its establishment in the Registry of Commerce after authorisation, and files its constitutional documents.
  • Sociedad Civil (S.C.) and Asociación Civil (A.C.) — non-commercial forms under the civil codes, used by professional partnerships and non-profits, registered in the state public registries rather than in the RPC.

Information available from the register

Publicity is a statutory right, not a discretionary service. Article 21 of the Reglamento states that registered commercial acts are of a public character and that any person may consult them, and Article 22 organises access in tiers — general public consultation, access for fedatarios públicos, queries by credit institutions, and access for statistical and research purposes — exercised either at the registry offices or electronically through SIGER.

The electronic commercial folio brings together, for each company, the constitutive instrument and its by-laws, the identity of the partners or shareholders as recorded at incorporation, the fixed or minimum capital and its variations, the corporate purpose, the domicile, the duration, the administrators and commissioners with their powers, the general and special powers of attorney granted and revoked, and the instruments recording increases and reductions of capital, amendments to the by-laws, mergers, spin-offs, transformation, dissolution and liquidation. Because every act is filed as a notarial or corredor instrument, the underlying documents are of evidentiary quality.

The PSM adds the corporate notices that a Mexican company must publish, so convocations to shareholders’ meetings, balance sheets published on liquidation or capital reduction, and merger and spin-off resolutions are available in one national electronic source rather than scattered across newspapers as they were before 2015. The RUG shows whether movable assets of a business are encumbered, and it is consulted as a matter of routine in lending and asset purchases.

What the register does not disclose

Annual accounts are not filed with the commercial register. Mexico has no general obligation to lodge financial statements for public inspection. A sociedad anónima must make its annual report available to shareholders and publish certain balance sheets through the PSM in the cases the law specifies, and issuers listed on the stock exchange report to the securities regulator and the exchange, but for an ordinary S.A. de C.V. or S. de R.L. there is no publicly obtainable set of accounts.

Beneficial ownership is a tax obligation, not a public register. Under the Código Fiscal de la Federación every legal entity, trust and contracting party must identify, verify and keep up to date the information on its beneficiario controlador (controlling beneficiary) and provide it to the tax administration on request. The data is held by the entity and by the tax authority; there is no public beneficial ownership search in Mexico.

Shareholding is also less visible than the register suggests. The partners of a S. de R.L. and the founding shareholders of a S.A. appear in the constitutive instrument, but subsequent share transfers in a sociedad anónima are recorded in the company’s own libro de registro de acciones and are not filed, so current ownership cannot be established from the folio alone. Finally, because the states operate the registry offices, practice and the depth of digitisation of older records still vary between entities of the federation, and pre-SIGER records may have to be requested from the state office holding them.

Documents that can be obtained from the register

  • Boleta de inscripción (Certificate of inscription) — the registry’s confirmation that an act has been entered in the commercial folio, with the folio number and the date and details of the entry; the proof that a company or an amendment is registered.
  • Certificación del folio mercantil electrónico (Certification of the electronic commercial folio) — the certified statement of the entries on a company’s folio, issued by the registrar; the Mexican equivalent of a company extract and the core due-diligence document.
  • Acta constitutiva y estatutos sociales (Constitutive instrument and by-laws) — the notarial instrument by which the company was formed, containing the founders, the capital, the corporate purpose, the duration and the internal rules; required to verify capacity and signing authority.
  • Instrumentos de reformas estatutarias (Instruments amending the by-laws) — the notarial instruments recording changes of name, purpose, domicile, duration, capital structure and governance, as filed on the folio.
  • Poderes y su revocación (Powers of attorney and their revocation) — the registered general and special powers, which in Mexican practice determine who may bind the company and to what extent.
  • Actas de asamblea protocolizadas (Notarised minutes of shareholders’ meetings) — the resolutions on capital increases and reductions, appointment and removal of administrators and commissioners, mergers, spin-offs and dissolution, in the form filed with the registry.
  • Instrumentos de fusión, escisión, transformación y liquidación (Merger, spin-off, transformation and liquidation instruments) — the documents establishing that a company has been reorganised or wound up and when.
  • Publicaciones del PSM (Notices published in the electronic publication system) — the corporate notices a company is required to publish, including convocations and the balance sheets published in the cases prescribed by law.
  • Certificado o consulta del RUG (Movable collateral certificate or search) — the record of security interests registered over the movable property of a business, and their release.
  • Documentos de la sucursal de sociedad extranjera (Foreign company branch documents) — the authorisation and the constitutional documents of the foreign parent filed on registration of a Mexican establishment.

Frequently Asked Questions

What is the official business register in Mexico?

It is the Registro Público de Comercio, governed by the Commerce Code and its Regulation. The Secretaría de Economía runs the central database and the SIGER 2.0 platform, while the state registry offices make the entries under coordination agreements with the federation.

What is a folio mercantil electrónico?

The electronic commercial folio is the individual electronic file of a merchant or company, identified by its name, in which all of its registrable commercial acts are gathered. A certification of the folio is the Mexican equivalent of a company extract.

Is the Mexican register public?

Yes. Article 21 of the Regulation provides that registered commercial acts are public and that any person may consult them, and Article 22 sets out tiers of access — general public consultation, access for notaries and corredores públicos, queries by credit institutions and access for statistical purposes — at the offices or electronically through SIGER.

Are the accounts of Mexican companies public?

Generally no. There is no general obligation to file annual financial statements with the register. Certain balance sheets and corporate notices must be published through the electronic publication system, and listed issuers report to the securities regulator, but an ordinary S.A. de C.V. or S. de R.L. publishes no accounts.

What does “de C.V.” mean in a Mexican company name?

It marks the variable capital modality. Any commercial company other than a cooperative may be constituted as a sociedad de capital variable, fixing a minimum capital and varying the capital above it by a simplified procedure. It is a modality of the form, not a separate type of company.

Can I identify the beneficial owner of a Mexican company?

Not from a public register. The Federal Tax Code obliges entities to identify, verify and keep updated the information on their controlling beneficiary and to give it to the tax administration on request, but that information is not published and there is no public beneficial ownership search.

Sources

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