Limited Liability Company (Sociedad de Responsabilidad Limitada)

This is another possibility to form a legal person in which the liability of the partners is strictly limited to their contribution amount. Personal characteristics in this figure are relevant and will prevail, in which the contribution can be given in both, goods or capital. If the contribution is a real 

estate, no difference in capital should be
given in case of depreciation.

Conditions and requisites S. de R.L.

•       Contributions can only be given in cash or goods.

•       Partners are not forced to pay any difference when the contribution is a real estate that suffers depreciation.

•       Partners will only respond till the amount of their contribution for company debts.

•       In order to exist, a minimum of two partners is required and a maximum of fifty.

•       To the name must follow the words “Sociedad de Responsabilidad Limitada"  (S. de R.L.)

•       The name will be formed by the name of one or more
partners, if it is not possible to include all the partners the
word “& Cia” will be included.

•       Partners can be entitled to get dividends not bigger than 9%
a year over their contributions under certain circumstances.

•       If established, the partners will give additional contributions
to their original contribution.

•       Every thousand pesos of contribution will represent one vote

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Corporation (Sociedad Anonima)

This is the most common way to form a legal person in which the most relevant elements are the capital integration and the liability limitation of the partners. The personal characteristics of the partners go into second term (legal or natural person, national or foreigner) as each is represented by his amount of his contribution to form the social capital. Meaning that the partner that contributes the most, will also have more representation  and thus more votes. The liability will be always limited in the amount of the contribution.

Conditions and requisites S.A.

•       Minimum of two partners, with at least one company share subscribed

•       The social contract must establish the minimum amount of social capital which must be fully subscribed;

•       Minimum of 20% of the company share must be exhibited in cash

•       The name of the company must be followed by "Sociedad Anónima" or "S.A."

•       The partners liability will be limited only till the amount of their contributions.

•       The social capital will be represented by shares, the value of the
shares will be determined by the partners.

•       The partners will get the name of shareholders.

•       There is no limitation in the number of shares that a
shareholder can have.

•       The shareholders can not make any loan or partial payment over
their shares.

•       No new shares can be issued until the previous ones have been fully paid.

Thank you for reading, you are welcome to visit our web page at www.profectus.mx