- The S.A.S. is formed online, without a notary, and is the only form that allows a single shareholder.
- It has an annual revenue cap; above it you must convert to another form.
- The S.A. de C.V. is the classic vehicle for investors and larger contracts.
- The S. de R.L. restricts transfers of interests and can be a pass-through entity for US tax purposes.
- Foreign shareholders add steps: e.firma or notary, foreign investment registration and a Mexican tax ID for the company.
The three options at a glance
| S.A.S. | S.A. de C.V. | S. de R.L. de C.V. | |
|---|---|---|---|
| Shareholders | 1 or more | 2 or more | 2 to 50 |
| Minimum capital | Symbolic | MX$50,000 recommended | MX$3,000 recommended |
| Notary | Not required | Required | Required |
| Formation cost (guide) | MX$3,500 – 8,000 | MX$15,000 – 30,000 | MX$12,000 – 25,000 |
| Typical timeline | 1–2 weeks | 3–5 weeks | 3–4 weeks |
| Liability | Limited | Limited | Limited |
| Transferring ownership | Free | Free, subject to bylaws | Requires partners' consent |
S.A.S. (Sociedad por Acciones Simplificada)
The S.A.S. is the newest form, available since 2016, and the most flexible. Its big advantage is that it is formed entirely online, without a notary, through the Ministry of Economy's electronic system. The Economy side of the process is free.
When an S.A.S. makes sense
- You want to start quickly and cheaply.
- You are the only owner. It is the only Mexican company form that accepts a single shareholder.
- Digital businesses, agencies, consultancies and e-commerce.
- Testing a project before moving to a heavier structure.
When it does not
- You will be raising institutional investment. Funds generally prefer an S.A. de C.V.
- You will contract with large corporations that expect a more formal vehicle.
- Revenue will exceed the S.A.S. annual cap, which the law sets and updates for inflation. Above it, you are required to convert into another company form.
Every S.A.S. shareholder signs the online incorporation with a Mexican e.firma, and an e.firma requires a Mexican tax ID. A foreigner who is not yet a resident usually cannot do this, which in practice pushes foreign founders towards a notarised S.A. de C.V. or S. de R.L., signed in person or through a power of attorney.
S.A. de C.V. (Sociedad Anónima de Capital Variable)
The classic vehicle for formal businesses. It needs at least two shareholders, a public deed before a notary, registration with the Public Registry of Commerce and a more rigid governance structure: shareholders' meeting, board of directors or sole administrator, and a statutory examiner (comisario).
When an S.A. de C.V. makes sense
- A company that will seek serious investment, whether venture capital or private equity.
- High-volume operations, imports, government contracts.
- You need different classes of shares, such as preferred and ordinary.
- Several partners who need clear corporate governance rules.
S. de R.L. de C.V. (Sociedad de Responsabilidad Limitada)
The middle ground. It needs a notary but is cheaper than an S.A. de C.V., and it has one distinctive feature: membership interests cannot be transferred freely. That makes it the favourite for family businesses or partnerships where nobody should be able to sell their stake to a stranger without consent.
Bonus for US owners
An S. de R.L. de C.V. with US partners can make a "check-the-box" election with the IRS to be treated as a transparent, pass-through entity. In some structures that is a useful way to avoid double taxation; it needs to be modelled with your US preparer first.
For most local founders starting out today, an S.A.S. is the sensible choice: fast, cheap and scalable. When the business grows or an investor requires it, it can be converted into an S.A. de C.V. For foreign founders without Mexican residency, the notarised forms are usually the practical route from day one.
Step by step (S.A.S.)
- Name authorisation. Request approval of the company name on the Ministry of Economy portal. It takes one or two days.
- Shareholders' e.firma. Every shareholder needs a valid e.firma. If they do not have one, it is issued by the SAT at an in-person appointment.
- Bylaws. You decide the corporate purpose, the management body (a sole administrator is simplest) and the duration, typically 99 years or indefinite.
- Electronic incorporation. You sign on the Economy portal with your e.firma and the system generates the articles of incorporation.
- SAT registration to obtain the company's RFC, password and e.firma. Appointment required.
- IMSS registration if you will hire employees.
- Business bank account, opened with your electronic articles of incorporation.
- Invoicing certificates (CSD) from the SAT portal, so you can issue electronic invoices.
With foreign shareholders there is an extra step for any company form: registration with the National Registry of Foreign Investment (RNIE) and its annual updates.
Expensive mistakes we see
1. A badly drafted corporate purpose
The corporate purpose defines what your company may legally do. Too narrow, and you cannot register new activities without amending the bylaws. Too broad ("any lawful commercial act"), and you lose credibility with the SAT and the banks.
2. A tax address at home with no contract
Using your home as the company's tax address is legal, but the SAT carries out verification visits. If they cannot find the company, it is flagged as "not located" and its invoicing certificates are suspended. A loan-for-use or lease agreement in the company's name is essential.
3. Capital contributed only on paper
Capital contributions must be properly evidenced. If you declare MX$50,000 of capital but never deposit it in the company's account, an audit can treat that gap as unrecognised liabilities.
4. Forgetting IMSS registration
When you hire your first employee, the company must be registered as an employer with the IMSS within five business days. Skipping this is the main cause of early fines for small businesses.
5. An unregistered trademark
Incorporating a company does not protect your trade name. For that you register the trademark with the IMPI, the Mexican Institute of Industrial Property. If you do not, someone else can register it and force you to rebrand years later.
We help you choose the right form for your plan, handle the whole incorporation — Economy, SAT, IMSS and foreign investment registry — and file your trademark. Free first consultation.
Talk to usReal formation costs (2026)
| Item | S.A.S. | S.A. de C.V. |
|---|---|---|
| Incorporation | MX$0 (online) | MX$12,000 – 25,000 (notary) |
| Name authorisation | MX$0 | MX$0 |
| Public Registry of Commerce | MX$0 | MX$1,500 – 3,000 |
| Company e.firma and CSD (SAT) | MX$0 | MX$0 |
| Advisory fees (bylaws, registrations) | MX$3,500 – 8,000 | MX$3,000 – 5,000 on top of the notary |
| IMPI trademark (optional, one class) | approx. MX$3,400 | approx. MX$3,400 |
| Approximate total | MX$7,000 – 15,000 | MX$20,000 – 35,000 |
After incorporation: the ongoing obligations
- Monthly: income tax, withholding and VAT returns, and electronic accounting.
- Bimonthly: IMSS contributions if you have employees.
- Annually: the annual income tax return, employee profit sharing (PTU) and related-party disclosures where applicable.
- Whenever something changes: RFC update notices for address, shareholders or activity.
- Every four years: renewal of the e.firma.
This is where most new companies struggle. Having a company is relatively easy; keeping it compliant month after month takes discipline. That is what our accounting service in English and tax defense plans are for.
Bottom line
Incorporating in Mexico is faster and cheaper than ever. But the decisions you make on day one — company form, corporate purpose, tax address, capital — shape the following years, and changing them later is expensive and slow. Thirty minutes of advice before you start is the cheapest part of the process.