By Maria Eugenia Rios and Abelardo Acosta
Based on recent modifications to Articles 73 and 129 of the Mexican Corporate Law (Ley General de Sociedades Mercantiles, LGSM) published on June 14, 2018 and effective as of December 15, 2018, transfers in ownership of a Sociedad de Responsabilidad Limitada (SRL) or a Sociedad Anonima (SA) must be reported with the Ministry of Economy through an online notice. Article 50 Bis of the Commerce Code (Codigo de Comercio, CC) regulates this obligation.
From a Mexican corporate perspective, an SA is treated as a per se corporation, and an SRL has similarities with a US limited liability company (LLC).
As of now, the LGSM sets out obligations to register changes in ownership of a Mexican entity in its corporate books; however, these new online reporting features tend to have a broader scope, and continue the trend on electronic reporting and compliance obligations with federal authorities in Mexico.
In case of an SRL, the information that must be reported to the Ministry of Economy is not public; nevertheless, an interested party with a rightful claim may have access to the shareholders registry. For an SA, the name, nationality and domicile of the shareholder provided under the reporting notice must be kept as confidential unless the information is requested by a judicial or administrative authority.
Apart from tax-related consequences and reporting obligations in case of a group restructuring, this new disclosure requirement should also be considered, because the change in ownership of a Mexican subsidiary must be reported to the Ministry of Economy on top of existing tax-related notifications.
For more details or information, contact authors Maria Eugenia Rios firstname.lastname@example.org or Abelardo Acosta.