CORPORATE and TAX. Annual corporate obligations of Corporate Entities February 2, 2021

In accordance with corporate provisions, Corporate Entities (CE) must comply annually with the obligations indicated below:

  1. Annual Meeting of Partners or Shareholders

In terms of the General Law of Mercantile Companies, the CE must hold an ordinary annual meeting within the four months following to the close of the fiscal year, that is, no later than April 30th, in which will be discussed and approved the following:

  • Financial Statements of the CE for the fiscal year previously concluded as well as its Annexes.
  • Report of the Administrator / Sole Manager or Board of Directors / Managers.
  • Report of the Commissioner for the previously concluded fiscal year.
  • Emoluments of Administrators and Commissioners.

At the Annual Meeting other matters may also be addressed, such as: (i) resignation, removal or appointment of the Administrator / Sole Manager or the members of the Board of Directors / Managers, or (ii) the granting or revocation of powers.

  1. Filing the Report of Foreign Partners or Shareholders before the Federal Taxpayers Registry

If the Partners or Shareholders of a CE are individuals or legal entities residing abroad and are not registered before the Federal Taxpayers Registry (FTR), the CE must file though the Tax Administration Service (TAS) website a report of Partners or Shareholders within the first three months after the closing of the corresponding fiscal year indicating their domicile, tax residence and tax identification number.

Moreover, from 2020 fiscal year the CE must submit though the TAS website a Notice at the FTR within 30 business-day-term following that in which any modification or additions was made in their shareholding structure, reporting the name and the number in the FTR of its Partners or Shareholders.

Notwithstanding the previous paragraph, the Miscellaneous Tax Resolution for 2021 indicates that taxpayers who during 2020 fiscal year had not submitted the aforementioned Notice may do so for a single occasion no later than March 31st, 2021. Those taxpayers who subsequently to January 1st, 2021 and during the first half of 2021 they have to submit such Notice, they may submit it no later than September 30th, 2021.

  1. Filing the Notice of the Shareholding Structure Modification before the Ministry of Economy

 Since December 15th, 2018, any modification or additions of Shareholders in a Inc. or members of an LLC must be reported through a Notice that is submitted in the Electronic System of Companies Publications’ of the Ministry of Economy (ME).

  1. Annual Renewal before the National Registry of Foreign Investment

In terms of the Foreign Investment Law and its Regulations, the CE that have foreign investment must register before the National Registry of Foreign Investment (NRFI) and renew the certificate annually, provided that during the last fiscal year they have had an amount which exceeds MXN $110’000,000.00, in any of the following accounts or concepts:

  • Total assets.
  • Total liabilities.
  • Income (in Mexico and abroad).
  • Expenses (in Mexico and abroad).

The aforementioned Annual Renewal must be submitted before the NRFI of the ME.

  1. Quarterly Update Notice before the NRFI

Regardless the foregoing, the CE must submit the Quarterly Update Notice within 10 business-day- term following the closing of the corresponding quarter (January-March, April-June, July-September, and October-December), if there were modifications during said quarter in:

  • The company name, tax domicile, or the economic activity of the CE.
  • Income or expenses accounts in an amount that exceeds MXN $ 20’000,000.00.
  • The participation in the capital stock of foreign legal entities in an amount that exceeds MXN $ 20’000,000.00.
  • Variations in the balances of the following accounting items in an amount that exceeds MXN $ 20’000,000.00:
    • Accounts receivable or payable from Subsidiaries, Partners or Shareholders and / or Companies resident abroad that are part of the same Corporate Group and are not Partners or Shareholders.
    • Contributions for future capital increases.
    • Capital reserves.
    • Results of previous fiscal years (transfer of the results of the year to accumulated and dividends).

The abovementioned amounts are subject to variations by the National Foreign Investment Commission.

If you have any questions regarding the foregoing, please do not hesitate to contact us.

Mexico City, February 2, 2021

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