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Opening new business in Mexico
Responsible authority: National Immigration Institute. Ministry of the Interior. A visa is required by foreign citizens who enter into Mexico with the purpose of looking for investment options, making an investment or supervising it, representing foreign companies or doing commercial transactions. The General Law on Population (LGP) and its By-laws (RLGP) regulate this matter in Mexico. The proceedings shall be carried out before the National Immigration Institute. The petitioner will receive a reply within the legal term (35 calendar days). The interested person shall comply with the following requirements: General requirements: 1. The foreign citizen or his legal representative shall complete the 'Immigration Procedure Request' form and meet the requirements for each case. All documents shall be filed in original and in copy. 2. Foreign passport in full force and effect, filed in a copy and the original to be reviewed by the immigration authorities. 3. In case the party carries out the process through a proxy or a legal representative, they shall prove their capacity through a power of attorney granted by the foreign national and a copy of the ID document containing the photograph and signature of the proxy or legal representative, as the case may be. Specific Requirements: a. Visa for Visiting Business Persons Article 42, Section III of the (GLP) and Article 163, Section I of the Regulations to the General Law on Population (RGLP) 1. Invitation letter in letterhead, written in or translated into Spanish, from the relevant trade or industry chamber, business association, public or private organization, or from an industrial or business company or a financial institution, stating the purpose of the visit and that the foreign citizen has sufficient financial back up so as to cover his/her expenses in Mexico, and in any location within the country where he/she will develop his/her activities (company affiliates). 2. Prove financial solvency with a bank letter evidencing that every month during one year, he/she will have available an amount equal to 500 days of the minimum wage in effect in the Federal District, or a financial solvency letter of his/her principal company for the term of his/her stay in Mexico. 3. If the applicant is a legal entity or an individual with business activities, he/she shall submit:
b. Visa for the Visiting Investor Article 42, Section III of the GLP and Article 163, Section I of the RGLP 1. Certificate of the National Foreign Investment Registry or the documentation proving the minimum investment corresponding to 26,000 of daily minimum wages applicable in the Federal District. 2. When the investment consists in real estate acquisition, file the public deed containing the purchase of the property or the trust agreements where by beneficial rights are acquired, for a minimum amount equal to 40,000 daily minimum wages applicable in the Federal District.
c. Visa for visiting Commercial Representatives Article 42, Section III of the GLP and Article 163, Section I of the RGLP 1. Letter addressed to the National Immigration Institute written in Spanish and signed by the foreign company appointing the applicant or a copy of the agreement(s) binding the foreign party with the Mexican party or with the foreign legal entity registered in Mexico, as well as the places in Mexico where it will perform its activities (company affiliates). 2. Prove financial solvency with a bank letter evidencing that every month during one year, he/she will have available an amount equal to 500 days of the minimum wage in effect in the Federal District, or a financial solvency letter of his/her principal company for the term of his/her stay in Mexico. 3. If the applicant is a legal entity or an individual with business activities, he/she shall submit:
d. Visa for Visitors who will perform commercial transactions Article 42, Section III of the GLP and Article 163, Section I of the RGLP 1. Purchase agreement for an amount equal to 26,000 daily minimum wages in the Federal District. ÿ 2. Prove financial solvency with a bank letter evidencing that every month during one year, he/she will have available an amount equal to 500 days of the minimum wage in effect in the Federal District, or a financial solvency letter of his/her principal company for the term of his/her stay in Mexico. 3. If the applicant is a legal entity or an individual with business activities, he/she shall submit:
See: Immigration Procedures Manual, National Immigration Institute: http://www.gobernacion.gob.mx/archnov/MANUALm.pdf http://www.inami.gob.mx/index.php'page/Visitar_Mexico_Persona_Negocios General Law on Population (GLP): http://www.diputados.gob.mx/LeyesBiblio/pdf/140.pdf Regulations to the General Law on Population, see: http://www.gobernacion.gob.mx/Portal/PtMain.php?pagina=orden-juridico
2. Foreign Investment Law (FIL) Responsible authority: Foreign Investment Office. Ministry of Economy. a. Foreign investment and foreign investor definition Foreign Investment is:
A foreign investor is:
b. Activities reserved for the Mexican State The activities determined by law in the following strategic areas are reserved for the Mexican State: Article 5 of the FIL
c. Activities reserved for Mexican Nationals The following economic activities and companies are exclusively reserved for Mexicans or Mexican companies, with a foreigners' exclusion clause: Article 6 of the FIL
d. Activities subject to specific regulations In the following economic activities and companies, foreign investment may participate in the following percentages: Article 7 of the FIL
Foreign investment may participate in a percentage higher than 49 percent in the economic activities and companies referred to hereafter after approval by the National Foreign Investment Commission.: Article 8 of the FIL
A favorable resolution from the Commission is required for foreign investment to participate, directly or indirectly, in a percentage higher than 49% of the capital stock of Mexican companies when the aggregate value of the assets of such companies at the date of acquisition exceeds the amount determined annually by such Commission. The foreign individuals and entities intending to acquire real estate outside of the restricted zone or to obtain concessions for the exploration and development of mines and waters anywhere within Mexico, shall previously submit before the Ministry of Foreign Affairs, a statement agreeing to the terms of Section I of Article 27 of the Political Constitution of the United Mexican States and obtain the corresponding permit from that Ministry. Neutral investment is a mechanism that allows foreigners to hold larger shares of the equity of Mexican companies. This equity shall not be computed to determine the percentage of foreign investment in the capital stock of Mexican companies. The Ministry may authorize trustee institutions to issue neutral investment instruments which shall solely grant pecuniary rights to their holders and, if applicable, limited corporate rights, but without granting their holders voting rights in Regular Shareholders' Meetings. The Ministry may authorize companies to issue non-voting shares or shares with limited corporate rights, which is considered neutral investment. The National Foreign Investment Commission shall resolve upon the neutral investment that International Financial Development Institutions intend to perform in the capital stock of Mexican companies. g. Investment by foreign legal entities Foreign legal entities who intend to perform business activities in Mexico shall obtain authorization from the Ministry of Economy. Foreign entities that intend to set up in Mexico, even if not governed by corporate laws by the Federal Civil Code, shall obtain authorization from the Ministry of Economy. This authorization will be granted within two weeks prior accomplishment of the following requirements: a) Foreign entities shall prove that their companies have been incorporated pursuant to their countries laws; b) Their social contract and other constituent documents shall not be contrary to the Mexican laws, and c) For foreign legal entities that are established in Mexico or have settled an agency or branch in the country; or for foreign entities that have a representative with residence in the seat of operation, authorized to comply with the relevant obligations assumed. h. National Foreign Investment Registry Article 32 of the FIL The following shall register before the National Foreign Investment Registry:
Registration shall take place within 40 business days as of the date of incorporation of the company or the foreign investment participation; of formalization or protocolization of the respective documents of the foreign society; or of incorporation of the respective trust or granting of trustee's rights in favor of the foreign investment. Persons obliged to obtain a registration, shall renew it annually; for such procedure it will be enough to submit an economic-financial questionnaire. Refer to the Information System of the National Foreign Investment Registry: http://www.si-rnie.economia.gob.mx/home.htm Foreign Investment Law: http://www.diputados.gob.mx/LeyesBiblio/pdf/44.pdf Regulations to the Foreign Investment Law and to the National Foreign Investment Registry: http://www.diputados.gob.mx/cedia/biblio.htm i. Foreign Investment Modalities Foreign investment may:
j. Classification of economic activities. Kinds of business corporations The General Law of Mercantile Corporations (GLMC) acknowledges the following mercantile companies: Article 1 of the GLMC
Any of these companies can be incorporated as a company with variable capital stock. In corporations and limited liability corporations, the partners will respond only to the extent of their contributions. There are other mixed liability companies, such as limited partnerships and limited liability partnerships, where some members are liable without limitations for the company's obligations and others are only to the extent of their contributions. Companies will be incorporated in the presence of a notary and the amendments to the by laws shall also be recorded. The notary public does not authorize the deed when the by laws or the amendments thereto contravene the provisions of the General Law of Mercantile Corporations. The General Law of Mercantile Corporations acknowledges legal standing of foreign mercantile corporations that are duly incorporated. Foreign companies can only carry out business in Mexico upon registration in the Public Registry of Commerce, which registration shall take place prior authorization of the Ministry of Economy pursuant to Articles 17 and 17a; of the Foreign Investment Law. General Law of Mercantile Corporations: http://www.diputados.gob.mx/LeyesBiblio/pdf/144.pdf 3. Procedures before the Ministry of Foreign Affairs (SRE) Responsible authority: Legal Affairs Office. Ministry of Foreign Affairs. Article 15 of the FIL and 13 of the RFIL An authorization of the Ministry of Foreign Affairs is required for the incorporation of companies. To that effect, the Ministry of Foreign Affairs, pursuant to the provisions of Article 13 of the aforementioned regulations, shall grant authorization for the incorporation of companies solely when the intended corporate name or denomination has not been reserved by another company. Likewise, if the requested corporate name or denomination includes words or terms specifically regulated by other laws, the Ministry of Foreign Affairs shall condition approvals to the obtainment of other authorizations required by such legal provisions. Article 17 of the RFIL Once an authorization has been obtained for the incorporation of a company, the applicant shall within ninety days after the Ministry of Foreign Affairs has granted such authorization, appear before a notary public and cause the formalization of the incorporation of the company. Should the aforementioned term lapse without the issuance of the relevant public instrument, the authorization shall become void. In this case, the re-issuance of the voided authorization shall be applied for. Article 18 of the RFIL Likewise, within the six months following the issuance of the authorization for incorporation of a company, the interested party must provide notice to the Ministry of Foreign Affairs. Such notice shall refer to the insertion within the relevant instrument of the foreigners exclusion clause or, if applicable, the agreement provided for in Article 14 of the RFIL (whereby the present or future foreign equity holders obligate themselves, before the Ministry of Foreign Affairs, to be considered as nationals with respect to the shares, equity participations or rights acquired from said companies; the assets, rights, concessions, participations or interests that said companies may hold, and the rights and obligations derived from the contracts to which said companies may be a party). The mentioned agreement or pact must include the waiver of invoking protection from their governments under penalty of otherwise losing the rights and assets they acquired, in favor of the Nation. b. Amendment to By-laws of companies (Change of corporate name or denomination) Article 16 of the FIL and 15 of the RFIL The authorization of the Ministry of Foreign Affairs is required to change the corporate name or denomination of duly incorporated companies. To that effect, the Ministry of Foreign Affairs, pursuant to the provisions of Article 13 of the aforementioned regulations, shall grant this authorization, provided that the corporate name or denomination intended to be used has not been reserved by a different company, and the will of the legal entity to conduct the requested amendment is proven. c. Notice of amendment of the foreigners' exclusion clause to the admission clause Article 16 of the FIL Companies amending their foreigners' exclusion clause to the one of admission must notify such amendment to the Ministry of Foreign Affairs, within the 30 business days following said amendment. In case of failure to notify, the relevant company shall be subject to the corresponding penalties. d. Notice of authorization, liquidation, merger or spin-off of companies Article 18 of the RFIL Notice of incorporation or amendment of corporate name or denomination must be given to the Ministry of Foreign Affairs within the six months following the issuance of the relevant authorization, and the notices of liquidation, merger or spin-off of the relevant company must be submitted before the Ministry of Foreign Affairs within the month following the date on which the relevant act took place. In case of failure to notify, the relevant company shall be subject to the corresponding penalties. e. Authorization to incorporate a trust in the restricted area Article 27, section I of the Political Constitution of the United Mexican States Foreign nationals are impaired from acquiring direct ownership of land and waters located within a strip of one hundred kilometers along the borders, and fifty kilometers along the beaches, but they may use and enjoy real estate located within this restricted area through the incorporation of a trust that shall be governed by Title Two of the Foreign Investment Law. Authorizations issued by the Ministry of Foreign Affairs for the incorporation of trusts serve the purpose of enabling the use and enjoyment of real estate located within the restricted area in favor of foreign nationals (individuals and entities), or Mexican companies that have an admission clause, provided the real estate is devoted to residential purposes, for a maximum term of 50 years. The trust agreement must be formalized through a public deed. The authorization shall be granted to financial institutions (banks) so that they may be able to acquire as trustee the ownership of the real estate, and enable their use and enjoyment to foreign nationals. f. Purchase of real estate by foreign individuals or entities outside the restricted area Article 27, section I of the Political Constitution of the United Mexican States Only Mexican nationals by birth or naturalization and Mexican companies, may acquire ownership of land and obtain a concession for the exploration and exploitation of mines and waters in national territory. The Government may grant foreign nationals the same rights, provided they submit before the Ministry of Foreign Affairs a statement agreeing to consider themselves as nationals and waiving their government's protection regarding such, with the penalty, in case of violation, of forfeiting the acquired goods for the benefit of Mexico. In this regard, and in accordance with the General Agreement published on March 2, 1998, which entered into force the following day, nationals of those countries with whom Mexico maintains diplomatic relations may benefit from the provisions of the last paragraph of Article 10-A of the Foreign Investment Law. Thus, they shall only be bound to submit before the Ministry of Foreign Affairs an application whereby they agree with the provisions of section I of Article 27 of the Mexican Constitution in order to be able to purchase real estate outside of the restricted area. Nationals of those countries with whom Mexico does not maintain diplomatic relations, and who intend to purchase real estate outside of the restricted area, must submit before the Ministry of Foreign Affairs an application whereby they agree with the provisions of section I of Article 27 of the Mexican Constitution for the purchase of real estate outside of the restricted area, and obtain the relevant authorization from such governmental agency, pursuant to the first paragraph of Article 10-A of the Foreign Investment Law. g. Concessions for the exploration and exploitation of mines and waters in Mexican territory Article 27, section I of the Political Constitution of the United Mexican States Only Mexican nationals by birth or naturalization and Mexican companies may acquire ownership of land and obtain a concession for the exploration and exploitation of mines and waters in national territory. The Government may grant foreign nationals the same rights, provided they submit before the Ministry of Foreign Affairs a statement agreeing to consider themselves as nationals and waiving the protection of their governments regarding such, with the penalty, in case of violation, of forfeiting the goods they have acquired for the benefit of Mexico. In this regard, and in accordance with the General Agreement published on May 11, 1998, which entered into force the following day, nationals of those countries with whom Mexico maintains diplomatic relations may benefit from the provisions of the last paragraph of Article 10-A of the Foreign Investment Law. Thus, they shall only be bound to submit before the Ministry of Foreign Affairs an application whereby they agree with the provisions of section I of Article 27 of the Mexican Constitution in order to be able to benefit from concessions for the exploration and exploitation of mines and waters in Mexico. Nationals of those countries with whom Mexico does not maintain diplomatic relations, and who intend to obtain concessions for the exploration and exploitation of mines and waters in Mexico, must submit to the Ministry of Foreign Affairs an application whereby they agree to the provisions of section I of Article 27 of the Mexican Constitution for the purchase of real estate outside of the restricted area, and obtain the relevant authorization from such governmental agency, pursuant to the first paragraph of Article 10-A of the Foreign Investment Law.
Amounts of these procedures are expressed in Mexican Pesos, and are subject to the amendments to the Federal Law on Duties in force. See the section on procedures and requirements for submission at: http://www.sre.gob.mx/tramites/juridico/costos_27.htm Federal Law on Duties: http://www.diputados.gob.mx/LeyesBiblio/pdf/107.pdf 4. Property and Commerce Public Registry, Commercial Notary and Notary Public Property and Commerce Public Registry (PCPR) The PCPR is a public institution that guarantees certainty, juridical security and protection to the property, its transmission, obligations and the effects of the inscribed rights, as well as the juridical acts carried out by individuals and legal entities. A simple or certified copy of the registry of the property to be alienated or a certificate of the obligations of the real estate located in the Mexican republic, can be obtained in the PCPR; the registry offers the service to know who is the proprietor of the real estate to be purchased or for sale, and to know if a society or association (legal entity) is duly recorded in the Public Registry. The main procedures and services that the PCPR carries out in the purchase and sale of real estate are:
The PCPR is an institution subject to each State of the Mexican Republic responsible of providing security and publicity to certain juridical acts implicating real estate or business corporations. For further information on PCPR, visit: http://www.consejeria.df.gob.mx/rppc/index.html and http://www.consejeria.df.gob.mx/rppc/fac/consultaFaq.html?tema=34 National Directory of Public Registries: http://rppc.jalisco.gob.mx/imderac/Web/Director.asp Federal Civil Code, Chapter III of the Real State Property Registry and Inscribable and Notated Titles: http://www.diputados.gob.mx/LeyesBiblio/pdf/2.pdf Regulations to the Property Public Registry of the Federal District: http://www.consejeria.df.gob.mx/rppc/mnormativo/reg_rppc.pdf Commercial Notary A commercial notary is a private individual, legal expert, specialized in commercial and economic-financial matters, who has been entrusted by the Mexican Government to act as a mediating agent, appraiser, legal advisor, arbitrator, public attester and other activities indicated by the Federal Law on Commercial Notaries and other laws and regulations, through the corresponding entitlement issued by the Federal Executive through the Ministry of Economy. According to Article 6 of the Federal Law on Commercial Notaries, a commercial notary shall have the following authority: 1. To act as a mediating agent, for the transmission and exchange of proposals between two or more parties, and for advising in the execution or adjustment of any contract or agreement that has a commercial nature. When acting as a mediating agent, he/she acts in the transmission and exchange of proposals between two or more parties regarding any good or service that is offered in the national or international market, and he/she advises on the execution or adjustment of any contract or agreement that has a commercial nature. The Commercial Notary offers security, trustworthiness, efficiency and expediency to his/her contributions, since he is a qualified market technician, and not just a simple intermediary; rather an expert mediator, honest and impartial that causes contact and adjusts commercial contracting in general, whether for goods or services. As a mediating agent, the Commercial Notary is obligated to propose business with accuracy, clarity and precision, maintaining professional secrecy in not revealing, as long as the commercial transaction has not concluded, the names of the contracting parties nor the data or reports on the transaction, unless the law or the nature of the transaction demands otherwise or the parties have agreed to such revelation. 2. To act as an expert appraiser for the estimation, quantification and valuation of goods, services, rights and obligations that are submitted to his/her consideration, either through a private mandate, or as a result of an order issued by a competent authority. As an expert appraiser he estimates, quantifies and valuates the goods, services, rights and obligations that are submitted to his/her consideration, either through a private mandate, or as a result of an order issued by a competent authority. The Commercial Notary is legally authorized to valuate within judicial proceedings or otherwise, including the following goods and services: a. Physical goods, such as jewelry and objects of art. b. Companies as whole for the purpose of strategic alliances conducted via mergers, acquisitions, associations, joint ventures, etc. c. Tangible assets: a) real estate, such as land and constructions: residential real estate, warehouses, industrial real estate, special facilities, etc.; b) moveable goods, such as shares, equity interests, industrial, commercial and services machinery and equipment and their accessories, automobiles, airplanes, vessels, etc. d. Intangible assets, such as copyrights, royalties, trademarks, trade names, authorizations for use, commercial notices and origin rights, franchises, commercial credits, credit rights, assessment of damages and loss of profits for judicial purposes, etc. Appraisals conducted by a Commercial Notary shall have full legal evidentiary value for commercial and tax purposes. As an expert appraiser, the Commercial Notary is a professional with knowledge of the market and the commercial practices and customs. His/Her knowledge is sufficient so that as regards valuation matters, he/she can estimate, qualify, appraise and assess whatever is submitted to his/her judgment in his/her capacity of a qualified, responsible and impartial intermediary. The Commercial Notary, in his/her capacity of just appraiser of goods, services, rights and obligations, issues expert opinions. Depending on the expert opinion to be rendered, or of the objectives or purposes for which it is to be prepared, all appraisal necessarily requires the expert choice of valuation method, which shall be adjusted to the techniques regarding valuation practice that are deemed acceptable. This provides great reliability and impartiality in such appraisals and is precisely what justifies and validates the performance of the Commercial Notary as an expert appraiser, while serving as a basis for the expert opinions rendered by him/her. 3. To provide legal advice to merchants or businessmen in activities that are inherent to trade. In his/her capacity as a legal adviser, he/she provides legal advice to all kinds of companies, commercial entities and individuals who undertake entrepreneurial activities. The Commercial Notary is a reliable and impartial adviser, with vast legal knowledge who exercises control over the legality of businesses. 4. To act as an arbitrator, upon request by the parties, in the resolution of disputes derived from acts, contracts and agreements that are commercial in nature, as well as regarding those that result between suppliers and consumers pursuant to the relevant law. As an arbitrator, he/she acts upon request by the parties, in the resolution of disputes derived from commercial acts, contracts and agreements that are national or international in nature, as well as regarding those that result between suppliers and consumers pursuant to the Federal Consumer Protection Law. Currently, the National Copyright Institute and the Federal Consumer Protection Agency include Commercial Notaries interested in acting as arbitrators within their lists of independent arbitrators. Arbitration is a mechanism for the resolution of disputes through the voluntary agreement of the parties in conflict, instead of resorting to courts, which generally implies long, complicated and costly proceedings. In arbitration, as in judicial proceedings, a judgment is rendered on the application of the legal applicable provisions to the specific situation that is resolved. The Commercial Notary in his/her capacity of arbitrator, issues arbitral awards. 5. To act as a public attester in order to evidence contracts, agreements and acts that are commercial in nature, except in the case of real estate, as well as for the issuance of debentures and other securities; as regards mortgages on ships, vessels and aircraft that are executed before him/her; as well as to attest to facts that are commercial in nature. As a public attester, he/she issues policies (p¢lizas) and deeds that are public instruments that have full evidentiary value pursuant to applicable law. Part of the legal security provided by the Commercial Notary is his obligation to maintain his/her own public instruments and to that effect, he/she must daily create a file of all policies and deeds, which shall be dated and chronologically numbered; and in that same order, he/she shall insert a summary thereof in the special ledgers maintained to that effect, providing the greatest legal security. In his capacity of commercial public attester, the Commercial Notary has the following characteristics: a. Provides legal certainty of a specific date to the execution of a business. b. Has the obligation of verifying the identity and legal capacity of the parties participating in a business, as well as giving advice and explanation on the legal consequences of the acts they are involved in. c. Is responsible for his/her participation in a legal action the purpose of which is physically or legally impossible, or contrary to law or good customs. d. Issues a public document that has an assumption of validity and, in some cases, becomes an executive instrument. Since it is a public document, it is an instrument that may be recorded with the Public Registry, and the business provided thereby may be used as evidence against third parties. The current activities of a Commercial Notary (mediating agent, expert appraiser, legal advisor, arbitrator and public attester) make him/her a useful and practical legal concept which enables expeditiousness to trade and aids merchants and entrepreneurs, providing them legal security for their operations, quickly and at the less possible cost. 6. To act as an attester in the incorporation and other acts provided by the General Law on Business Corporations (Ley General de Sociedades Mercantiles), including those that evidence the authority of those appointed to corporate office. 7. Compare and certify copies of the policies and deeds that were issued by them, as well as those documents seen by them, provided they are among those referred to by Articles 33 to 50 of the Commercial Code, and 8. Any other tasks provided by other laws and regulations. The foregoing tasks are indicated without prejudice of the provisions of any other laws, and shall not be deemed exclusive to commercial notaries. Only the persons entitled as such by the Ministry of Economy may represent themselves as commercial notaries. Commercial Notaries entitled by the Ministry of Economy: http://www.economia.gob.mx/'P=865 and http://www.correduriapublica.gob.mx/correduria/Site Federal Law of Commercial Notaries: http://www.diputados.gob.mx/LeyesBiblio/pdf/105.pdf Regulations to the Federal Law of Commercial Notaries: http://www.cddhcu.gob.mx/LeyesBiblio/regley/Reg_LFCP.pdf Notary Public The Mexican Notary Public is a specialized attorney with advanced legal knowledge, who participates in commercial and civil matters as a public attester and legal adviser to investors, entrepreneurs and individuals. In Mexico, acts that are executed before the presence and under the advice of a Notary Public have full evidentiary value in all courts around the country, and are an absolute guarantee of legality and legal certainty. The Notary Public is a legal professional, who undertakes public tasks within the framework of non-contentious activities initiated by the State, and he/she performs numerous social tasks within the scope of Mexico's national society, and to this extent he/she is a public official and autonomous delegate of State's public authority. The public and societal tasks of the Notary Public are, to a very special extent, at the disposal of respect and safeguard of legality and maintenance of legal security and equity . The Notary Public performs his/her tasks by establishing authentic acts that have evidentiary and executive force, through the rendering on the one hand, of full legal consulting and assistance services to citizens. These activities are intimately linked to authentication duties, as well as the performance of judicial acts within the confines of voluntary jurisdiction proceedings, through which the Notary public contributes to expediting the judicial powers of the State. The Notary Public exercises his/her public tasks impartially, maintaining professional secrecy as well as substantial, economic and personal independence within the framework of a liberal profession specifically governed, thereby providing specific contribution to consumer protection. The Notary Public, due to the territorial organization of his/her profession within the framework of its competence, guarantees legal assistance in favor of citizens within an entire sub-federal territory. The Notary Public is subject to regular and severe control in connection with all of his/her activities and tasks by the National Association of Notaries Public and by the Colleges of Notaries of the states, as well as by the State itself, and, therefore, he/she ensures the personal responsibility of his/her activities and tasks. The Notary Public is able to acquire and maintain his/her legal competence through university entitlement, postgraduate practical training and permanent continuing education in furtherance of his/her professional formation. In sum, the Notary Public provides certainty and security, and is a qualified legal adviser, who impartially advises and guides the interested parties, suggests the ideal legal tools, so that through the execution of the suitable legal act, they may be able to govern their rights and legal events in general; he/she inserts such events in a document authored by him/her. Once it has been signed by the relevant person, it is authenticated by him/her as a continuous act so that he/she may provide authentic evidence of its execution. Besides, the notary public is an officer that is vested with public faith so that the documents authorized by him/her and the copies and reproductions issued have full evidentiary value in court and out of court, and, consequently, that its content be deemed as good and valid by all the persons involved or related to the effects of the acts or facts attested in such documents, and in general, by the entire community, notwithstanding the fact that is has no evidence of the provisions thereof, since this is the legal quality of public faith. When doing business in Mexico, your assets will be legally backed if before entering into an agreement or conducting an investment, you consult directly a Notary Public, who will consult with the College of Notaries of the relevant city or state. Agreements executed before Notaries are provided with a guarantee of legal certainty that is granted by the Mexican Government in favor of those who request its services. The Notary Public shall intervene in:
National Registry of Attesters-Notaries in the Mexican republic by entity: http://www.sat.gob.mx/sitio_internet/sitio_aplicaciones/ National Association of Notaries Public, A.C.: http://www.notariadomexicano.org.mx/ Colleges of Notaries of the DF: http://www.colegiodenotarios.org.mx/ General Archive of Notaries of the Federal District: http://www.consejeria.df.gob.mx/legislativos/archivo_general/organ_fond.html Notaries Law for the Federal District: http://www.asambleadf.gob.mx/al/pdf/010803000056.pdf 5. Procedures before the Mexican Social Security Institute (IMSS) Responsible authority: IMSS. 1. Employer registration before the Mexican Social Security Institute. Refer to this procedure, at: http://www.cofemertramites.gob.mx/intranet/ Upon completion of this procedure, the companies will be automatically registered in the National Workers' Housing Fund and the Retirement Savings System. 2. Company registration with the Occupational Risk Insurance of the Mexican Social Security Institute. Refer to this procedure, at: http://www.cofemertramites.gob.mx/intranet/ These procedures with IMSS shall be carried out within five business days after hiring the workers. 6. Procedures before the National Worker's Housing Fund (INFONAVIT) Responsible authority: INFONAVIT. Pursuant to the Law, employers shall comply with the following procedures: 1. Registration of the employer and the employee in the INFONAVIT; 2. Submitting before the INFONAVIT a notice of any change regarding domicile, denomination or firm, increase or decrease of fiscal obligations, suspension or renewal of activities, closing, merging, division, alienation and bankruptcy statement and payment suspension, as well as any other circumstance that affects its registry before the Institute; 3. Submitting before the INFONAVIT a notice of entry, ending, wages modification, absences and disabilities and any other fact regarding employees that is necessary for the INFONAVIT; 4. Determine and pay contributions in the housing account of the National Housing Fund, as well as to withhold and pay allowances in the INFONAVIT's offices, or if necessary, in the receiving entities as indicated by the INFONAVIT. 5. Employers shall register their workers by means of the authorized forms from the INFONAVIT, in its offices, or in the entities previously authorized by it, within 5 business days as of the date the labor relationship was initiated. In case a worker renders his/her services to several employers, each employer shall be obliged to register him/her in the INFONAVIT. 6. The employer shall submit the IMSS social security number of the employee in order to register him/her. Refer to: http://www.infonavit.gob.mx and http://www.infonavit.gob.mx/empresario/abc_empresario.shtml Payments to the INFONAVIT The payment of contributions and/or allowances to workers due to credit amortizations from the INFONAVIT shall be effectuated in banks (receiving offices) within 17 days at the most of the next month following the two months term when the payment has to be done. If the employer has five workers or more in payroll, he/she shall pay at the bank or in the receiving office submitting a diskette through the Single System of Self-calculation (SUA) as well as the payment amount. If the staff is of four or less workers, the employer shall pay at the bank or at the receiving office submitting information through the Certificate of Calculation of Credit Fees, Contributions and Amortizations, as well as the payment amount. The bank shall deliver a receipt for such payment. In case, adjustments are made to such certificate or if the payment is inopportune it will be necessary to create a file in the SUA. If support is required for this activity, the certificate or its modifications can be submitted before the corresponding IMSS office. Refer to: http://www.infonavit.gob.mx/empresario/pagos_al_infonavit.shtml Receiving entities: http://www.infonavit.gob.mx/trabajador/cuanto_ahorro/entidades_recep.shtml Dates of payment: http://www.infonavit.gob.mx/empresario/sua/fechas_de_pago_de_aportamortiz.shtml Single System of Self-calculation: http://www.infonavit.gob.mx/empresario/sua/sua2000.shtml 7. Expedite Business Start-Up System (SARE) Responsible authority: Federal Commission for Regulatory Improvement (COFEMER). The Expedite Business Start-Up System (SARE) is a scheme that promotes the opening of all kinds of companies in one business day through the identification of the minimum federal procedures necessary to complete the set up and start operations, simplification of procedures and the expeditious processing by the federal authorities. In addition, companies performing one of the 685 business activities (agribusiness, industrial, trade and services) deemed of low public risk and that are described in the Exhibit to the Decree establishing SARE, issued in the Official Gazette on January 28, 2002, will have up to 3 months to meet other federal mandatory requirements after obtaining the Taxpayers' Registry Number. During that period, the federal authorities may not request information or perform visits to verify compliance with such procedures. As regards low risk activities and their benefits, the scheme was based on the 1999 Mexican Classification of Goods and Businesses (CMAP) by INEGI. Such activities account for 80% of the most frequent businesses in our country and are susceptible of being developed by micro, small and medium enterprises. Please refer to Decree at: http://www.apps.cofemer.gob.mx/sare/sare.pdf http://www.economia.gob.mx/pics/p/p1376/A4.pdf For procedures, see: http://www.cofemer.gob.mx/index.asp'tipo_nav_bar=2&contenido=2& Federal Procedures According to SARE, the procedures to be performed with the Federal Government to open a company or start working as an independent professional are: a. Procedures before the Ministry of Treasury (SHCP) and the Ministry of Foreign Affairs (SRE) Individuals: registration in the Federal Taxpayer's Registry (RFC) assigned by the Tax Administration Service of the Ministry of Treasury, and Legal entities: procedure SRE-02-001, to obtain an authorization for the incorporation of companies registered in the RFC as required by the Ministry of Foreign Affairs. The procedure can be carried out by the commercial and public notaries that took part in the incorporation of the company, through electronic means. In addition, those companies that make use of the Expedite Business Start-up System (SARE) shall comply with their fiscal obligations, including the payment of federal taxes. Refer to RFC registration at: http://www.sat.gob.mx/sitio_internet/servicios/noticias_boletines/33_6467.html b. Procedures before the Ministry of Labor and Welfare (STPS) and the Mexican Social Security Institute (IMSS) In the event of hiring workers, companies will carry out the following procedures: 1. The employer shall be registered before the IMSS and he/she shall register his/her workers in the obligatory regime within five days after the respective contracts have been made, through the procedure: IMSS-02-001-A Employer registration, mode initial A. Companies will be automatically registered in the National Worker's Housing Fund and at the Saving System for Retirement. For this procedure, refer to: http://www.cofemertramites.gob.mx/intranet/ 2. Registration of the company in the Labor Risk Insurance before the IMSS, within five business days after the contract has been made. For this procedure, refer to: http://www.cofemertramites.gob.mx/intranet/ 3. Approval of Teaching and training plans and programs, through the procedure: STPS-04-001-A, which shall be resolved in a one business day term, concluding this term the constructive assent will be applied. The procedure shall be submitted in a simplified format through the internet and, if the company does not have a collective employment contract, it must be carried out, , within the first sixty days of the following odd year after the company was established and began operating, or, in case the company enters into this contract, within fifteen days following this act, and these plans and programs shall be at the STPS disposal. For this procedure, refer to: http://www.cofemertramites.gob.mx/intranet/ 4. Incorporation of the Security and safety commission at the working centers, through the procedure STPS-05-001-A. It will not be necessary to carry out a request form or submit any information before the STPS, in any case, it is important to keep this information for disposal if necessary. For this procedure, refer to: http://www.cofemertramites.gob.mx/intranet/ 5. Incorporation of the Mixed Commission of teaching and training, through the procedure STPS-04-004. It will not be necessary to carry out a request form or submit any information before the STPS, in any case, it is important to keep this information for disposal if necessary. For this procedure, refer to: http://www.cofemertramites.gob.mx/intranet/ 6. Finally, companies shall pay the respective social security and saving for retirement contributions. Refer to: http://www.infonavit.gob.mx/empresario/tramites_ante_el_imss.shtml c. Procedures before the Ministry of Health (SS) In those activities where the Notice of Functioning is required, companies shall submit before the Ministry of Health the procedure: SSA-04-001-A Notice of Functioning, mode A initial, within 10 business days after obtaining the registration in the Federal Taxpayer's Registry. For these procedures, refer to: http://www.cofemertramites.gob.mx/intranet/ , or http://www.cofemertramites.gob.mx/intranet/ Refer to the Ministry of Health agreement for information on the establishments that must submit the Notice of Functioning, within the framework of the Expedite Business Start-up System agreement, in: http://www.apps.cofemer.gob.mx/sare/sare-ssa.pdf d. Procedures before the Ministry of Environment (SEMARNAT) In addition, when the Notice of registration as a company that produces hazardous waste is specified in the activities carried out by the company, it shall submit before the Ministry of Environment and Natural Resources the procedure: INE-04-004-A, Notice of registration as a company that produces hazardous waste, mode A General, within three months at the most after obtaining the registration in the Federal Taxpayer's Registry. For this procedure, refer to: http://www.cofemertramites.gob.mx/intranet/ Refer to the Agreement from the Ministry of Environment and Natural Resources where the activities that require to submit the procedure: INE-04-004-A Notice of registration as a company producer of hazardous waste, mode A general, are specified, as referred in the Agreement established by the Expedite Business Start-Up System, at: http://www.apps.cofemer.gob.mx/sare/sare-semarnat.pdf
f. Three government levels: federal, state and municipal procedures The opening of new businesses involves the three government levels; therefore it is essential to coordinate actions to make agile and reduce the corresponding procedures to the minimum. Sare's success depends mostly on its implementation in the States and Municipalities, since they establish regulations and procedures for a new business to incorporate and start operations in their territory. To implement an expedite business start-up system in most of the States and Municipalities, it is necessary to add the steps for land use and the operation license. |
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