Change of Ownership

Use a Trusted Partner to Change the
Owners of your Mexican Company

Everything you need to know about Changing Shareholders of a Mexican Company

What is a Corporate Change of Ownership?

Mexican Companies such a Sociedad de Responsabilidad Limitada or Sociedad Anonima (Limited Liability Company and Corporation, respectively) have members and shareholders. Changing the ownership of a Mexican company involves replacing these members or shareholders with new ones, through the execution of a notarized assembly resolution. This procedure is most commonly associated with the following:

Do I need hold a change in ownership resolution?

This depends. If the ownership of the Mexican entity includes any individual or company that is not currently involved with your company’s operations or has left your organization, a change of ownership resolution is necessary. Similarly, if a new individual or company has acquired or become involved with your organization, then a change of ownership may be necessary.

However, a change in ownership may not be necessary where the foreign parent company of the Mexican company has experienced a change in ownership, and the foreign parent owns substantially all the shares in the Mexican company. MexInc’s attorneys can assist with identifying whether or not this procedure is necessary based on tax or corporate governance considerations.

What Does a Change in Corporate Ownership Involve?

A change in local corporate ownership involves the preparation of a local shareholders or members assembly resolution, and the execution of the same before a Mexican notary public. It is common for the resolution to be drafted by an attorney first and then passed to a notary for execution and filing.

There are generally accompanying documents like sales transfer agreements or proxy votes that can be drafted in addition to the assembly resolution. Copies of articles of incorporation, bylaws or basic corporate documents from any parent entities must be submitted as well, but do not require legalization or apostilles.

How easy is it to execute a Change in Corporate Ownership Resolution Mexico?

MexInc makes it easy – we collect the required documentation from the out-going and in-coming shareholders, which may include documents from parent entities and copies of IDs.
Then we draft the assembly resolution and accompanying documents like transfer agreements.
Finally, we execute the notarization of the resolution.
This is usually done within one to two weeks.

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Who is liable for debts and obligations
after the Change in Corporate Ownership ?

The debts incurred by the Mexican company flow through to the new shareholders exclusively
after the shareholders assembly resolution is signed and notarized, but only after the resolution is actually filed before the Public
Registry of Property and Commerce (Registro Publico de la Propiedad y del Comercio). Therefore, taxes
and third-party liabilities will cease with respect to the previous shareholders once the assembly
resolution is executed and duly filed.

Why use MexInc to assist with Changing the Ownership of your Mexican Entity?

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