S. de R.L. Incorporation in Mexico: Guide & Heavnn Support

Business Setup guide

Quick answer — Mexican S. de R.L. at a glance. Foreigners can form a Mexican S. de R.L. de C.V. (limited liability company), which needs at least two partners, or a simplified SAS with a single shareholder but revenue limits. Corporate tax is 30%, and dividends paid out of profits face an additional 10% withholding. Mexico taxes residents on worldwide income and decides residency by where your home and centre of vital interests are, not only by days spent.

Executive Summary & Context

Mexico City, Oaxaca, Playa del Carmen and Puerto Vallarta are among the most popular places in the world for remote workers. Many stay for long periods on tourist entries or temporary residence, and some start serving Mexican clients or hiring locally. That is when a Mexican company enters the picture.

Mexico is not a low-tax jurisdiction. Corporate tax is 30%, dividends add another 10%, and the tax authority (SAT) is known for close supervision and electronic invoicing. More importantly for nomads, Mexico's residency test is based on having a home there and, if you also have a home elsewhere, on your centre of vital interests. Long stays can make you a Mexican tax resident even without a company.

Who a Mexican company suits

Who it does not suit

It does not suit nomads who only serve foreign clients and want to avoid Mexican tax residency. It is not designed for locally employed expats or retirees.

Comparing Latin American options? See our guide to open a company in Latin America.

Legal Entities & Comparison Matrix

EntityPartnersKey featuresTypical use
S. de R.L. de C.V. (limited liability company with variable capital)2 to 50 partnersFlexible; partners' liability limitedMost foreign-owned SMEs
S.A. de C.V. (corporation with variable capital)At least 2 shareholdersBoard or sole administratorLarger companies, investors
SAS (simplified joint-stock company)1 or more individualsOnline formation; annual revenue capSmall founders

Key Mexican taxes

TaxRule
Corporate income tax30%
DividendsAdditional 10% withholding on distributions of post-2014 profits
VAT (IVA)16% standard rate
Personal income taxProgressive up to 35%

If you are comparing destinations, see the Costa Rica company with a nomad visa and Colombian SAS registration.

Substance, Residence & Compliance Governance

The residency test

You are a Mexican tax resident if you have your home in Mexico. If you also have a home in another country, Mexico looks at your centre of vital interests — for example, whether more than half of your income comes from Mexican sources or your main professional activity is in Mexico. Day counts alone do not decide.

Foreign shareholders

Foreign shareholders must register their investment with the National Foreign Investment Registry. Shareholders and legal representatives need an RFC (tax number), and the company's legal representative needs an electronic signature (e.firma), usually obtained in person at the SAT.

Compliance and AML/KYC

Setup Costs & Economic Model

Cost itemOne-off or recurringIndicative amount (2026)Notes
Name authorisation and notary (public broker)One-offUS$1,000–3,000Not needed for an SAS
Foreign investment registry filingOne-off and yearlyModerateThrough an adviser
AccountantMonthlyUS$150–400CFDI and monthly returns
Legal representative and e.firmaOne-offVariesUsually requires an in-person SAT visit

Amounts are indicative.

The economic model: MXN 2,000,000 of profit

StepAmount
Corporate tax at 30%MXN 600,000
DividendMXN 1,400,000
Dividend withholding at 10%MXN 140,000
Net to shareholdersMXN 1,260,000

About 37% overall before any tax in the shareholder's country of residence.

Step-by-Step Formation & Business Banking

  1. Check your residency position if you already spend long periods in Mexico.
  2. Choose S. de R.L., S.A. or SAS based on partners and expected revenue.
  3. Obtain name authorisation from the Ministry of Economy.
  4. Sign the articles before a notary or public broker (except SAS, which is online).
  5. Register with the Public Registry of Commerce and the SAT to obtain the company RFC and e.firma.
  6. Register foreign investment with the National Foreign Investment Registry.
  7. Open a business bank account and set up electronic invoicing.

The Mexico Business Bank Comparison Guide compares the main banks for foreign-owned companies — get it when you start your Mexican setup with Heavnn.

Frequently Asked Questions (FAQ)

Can a foreigner open a company in Mexico?

Yes. Foreigners can own up to 100% of a Mexican company in most sectors. An S. de R.L. needs at least two partners; an SAS can have one but has revenue limits.

What is the corporate tax rate in Mexico?

Corporate income tax is 30%, and distributions of profits face an additional 10% withholding.

When do I become a Mexican tax resident?

When your home is in Mexico. If you also have a home elsewhere, Mexico looks at your centre of vital interests, such as where most of your income or professional activity is.

Do I need an RFC to run a company in Mexico?

Yes. The company, its legal representative and shareholders need an RFC, and the legal representative needs an e.firma for electronic filings.

What is CFDI in Mexico?

It is Mexico's mandatory electronic invoicing system. Every sale and many payments must be documented with a CFDI.

Launch Your Mexican Setup with Heavnn

In Mexico, the first question is whether you are already a tax resident. Heavnn checks that before you incorporate.

Start your Mexican setup with Heavnn →

This guide is general information, not tax or legal advice. Rates and fees are indicative as of October 2026.

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