On March 14, 2016, a Decree by which the General Law of Commercial Companies is changed was released in the Federal Official Gazette. This modification developed a brand-new kind of company, the Simplified Stock Company (Sociedad por Acciones Simplificada), which is created to motivate the development of micro and small companies.
Particularly, the functions of the modifications are to promote the adoption of business procedures by Mexican services and to develop tasks by presenting a kind of commercial company that might be formed without the must appear before a notary public.
The changes offer the facility of an electronic system to be administered by the Ministry of Economy through which Simplified Stock Companies might be formed online and totally free of charge in less than 24 hours.
The modifications likewise offer that any change in the company’s management or business function or other change that would need the formalization of the minutes of an investors meeting before a notary public might be made through this system.
A Simplified Stock Company might be formed by several investors who are people, without a minimum capital requirement.
This kind of company is created for services with yearly profits of as much as $5 million pesos. If such quantity is gone beyond, the Simplified Stock Company should be changed into another kind of commercial company.
Look before a notary public will be optional since the online treatments to be finished through the Ministry of Economy will be lawfully legitimate for all functions and will consist of registration of the company in the public Registry of Commerce (Registro Público del Comercio).
To use the Ministry of Economy’s electronic system, people will be needed to have an Advanced Electronic Signature (Firma Electrónica Avanzada or “FIEL”) for recognition functions.
A Simplified Stock Company might have a single investor, but all investors need to be people. It is not possible to issue different types of shares differentiating rights in between investors.
Permission to use the Simplified Stock Company’s business name needs to be acquired from the Ministry of Economy.
The investors of a Simplified Stock Company might not be investors of another kind of commercial company.
The investors of a Simplified Stock Company are needed to have an Advanced Electronic Signature.
Among the kinds of business, by-laws to be provided on the Ministry of Economy’s electronic system should be used.
The company needs to be signed up for the Public Registry of Commerce (Registro Público del Comercio).
The administrator of the company needs to release in the electronic system of the Ministry of Economy the annual report connected to the monetary status of the company. If the administrator cannot do so for 2 years in a row, the company would be liquified.