Business
Mexico — Business: Limited Company (S.A. de C.V. vs S. de R.L.)
Mexico's General Law of Commercial Companies governs the two common limited-liability forms. A sociedad anónima (S.A.) needs at least two shareholders, the contract must set a minimum subscribed capital, and at least 20% of each share payable in cash must be paid in at incorporation (article 89). A sociedad de responsabilidad limitada (S. de R.L.) divides its capital into partes sociales, may have no more than fifty members (article 61), and at incorporation its capital must be fully subscribed with at least 50% of each parte social paid in (article 62). The capital amount for an S. de R.L. is set by its articles; some published texts still show a three-million-peso floor, so confirm the current article 62 in the Diario Oficial. Foreign-ownership rules are in the Foreign Investment Law, not covered here.
Key facts
- S.A.: at least two shareholders; the contract sets a minimum subscribed capital; at least 20% of each cash-payable share is paid in at incorporation (LGSM art. 89).
- S. de R.L.: no more than fifty members (art. 61); capital divided into partes sociales; at incorporation, capital fully subscribed and at least 50% of each parte social paid in (art. 62).
- The S. de R.L. capital amount is set by its articles; confirm the current text of art. 62 for any minimum.
- Foreign ownership restrictions are governed by the Foreign Investment Law.
Common mistakes
- Assuming the S.A. and S. de R.L. have the same paid-in capital rule — the law sets 20% for the S.A. and 50% for the S. de R.L.