Services / Entity and legal structuring

Entity & Legal Structuring in Mexico

The entity you register in Mexico decides your tax, your VAT and whether you own your brand, and most companies pick it in an afternoon.

For Canadian and US companies entering Mexico.

Request a complimentary 30-minute call

Chosen in an afternoon, paid for in years.

The entity you register in Mexico decides your tax, the VAT you recover, how your parent is treated and whether you own your brand. Most companies pick it off a template, and the wrong entity takes years to unwind.

the economics

What the decision is worth, before you commit.

Business days to register foreign investment, then a fine

30%

Corporate tax on a permanent establishment, charged retroactively

100 km

From any border where a foreigner holds no direct land title

What setting up in Mexico involves

Coupled legal, tax and administrative decisions, in a fixed order:

Entity: SA de CV or S de RL, matched to your parent's tax position
Registration: foreign investment filed with the RNIE on time
Cold start: the RFC, the e.firma and a corporate bank account
Permanent establishment: no retroactive tax for operating early
Transfer pricing: everything that moves between you and your parent
Land: restricted-zone title near a border or coast
Brand: trademark and IP filed at IMPI before you announce

Decide them together, in order, and none of them surprises you later.

SA de CV or S de RL, and the ownership question

The difference is how your parent is taxed and how you plan to grow:

S de RL de CV: up to 50 partners, eligible as a US check-the-box pass-through
SA de CV: shares, unlimited shareholders and the flexibility investors expect

The right one fits your ownership today and in five years. After it come the RNIE filing within 40 business days, the RFC, the e.firma and the bank account, all routine when sequenced from the start.

The surprises that cost years

Three exposures do the real damage, and each is cheaper to design around than to unwind:

Permanent establishment: operating before the entity exists can bring 30 percent tax, retroactively
Transfer pricing: every intercompany flow priced at arm's length and documented
Restricted zone: near a border or coast, land title runs through a fideicomiso

Where you land decides the title structure, so site selection and entity design belong in one conversation.

Your brand is first-to-file, so file before you announce

Your prior use in Canada or the United States carries no weight at IMPI. Announce the entry or launch a Spanish site, and you have shown a squatter what to file. Some entrants have had to buy their own name back.

File first, and fold patents, licensing and brand protection into the same legal build.

frequently asked questions

What is the difference between an SA de CV and an S de RL de CV?

An S de RL de CV caps at 50 partners and can be a pass-through under a US check-the-box election, which often suits a wholly owned subsidiary. An SA de CV issues shares, takes unlimited shareholders and gives outside investors the governance flexibility they expect.

Do foreign companies have to register their investment in Mexico?

Yes, with the National Foreign Investment Registry (RNIE), within 40 business days of incorporation and with periodic renewals after that. Scheduled from the start, it is routine.

Can a foreign company own property near the Mexican border or coast?

Not directly. Within 100 kilometers of a border or 50 kilometers of a coast, you hold land through a bank trust (fideicomiso) or, for non-residential use, through a Mexican company with the right corporate purpose.

Why does trademark registration matter so early in Mexico entry?

Mexico is first-to-file: the trademark belongs to whoever registers it first at IMPI, and prior use elsewhere carries no weight. File before you announce the entry.

The entity you register decides your tax, your VAT and whether the brand is yours, which makes it the last thing you can afford to rush.

Calder & Vale