This guide is for CFOs and general counsel of U.S. and other foreign parent companies that own a Mexican subsidiary. The short answer: besides its taxes, a Mexican company must hold a meeting every year, keep its corporate books current, publish certain notices in the Ministry of Economy's electronic system, tell the SAT (Mexican tax authority) who its owners and its controlling beneficiary are, and renew its registration with the National Foreign Investment Registry. The accountant reviews almost none of this, and the gaps surface on the day of an audit, a sale or a bank request. If the company does not exist yet, see how a foreign company opens a company in Mexico.
Annual meeting and financial statements
- S.A. de C.V. (stock corporation): the ordinary shareholders' meeting is held at least once a year, within four months after the fiscal year closes (Article 181, General Law of Commercial Companies, Ley General de Sociedades Mercantiles). In practice the deadline is April 30.
- S. de R.L. de C.V. (limited liability company): the partners' meeting is held at least once a year, at the time set in the bylaws (Article 80).
Corporate books
The minutes book, the partners' book or share registry and the capital variations book must be kept current: a transfer of equity interests has no effect against third parties until it is recorded, and a stock corporation treats as owner whoever appears in the registry (Articles 73, 128 and 129).
Notices and publications: PSM and SAT
Certain corporate notices are published in the PSM, the Ministry of Economy's electronic system. Before the SAT:
- Notice of owners: each time the partners or shareholders change, within thirty days according to the SAT procedure sheet (Article 27, section B, subsection VI, Federal Tax Code, Código Fiscal de la Federación).
- List of foreign owners: within the first three months after each fiscal year closes (Article 27, section A).
- Controlling beneficiary (beneficiario controlador): the company must keep the information on the individuals who ultimately control it or benefit from it, deliver it to the SAT within fifteen business days of a request (Article 32-B Ter) and update changes within fifteen calendar days (Article 32-B Quinquies). The Code sets fines for each controlling beneficiary (Article 84-N).
RNIE: annual and quarterly reports
The registration certificate from the National Foreign Investment Registry (RNIE) is renewed every year, in April or May depending on the first letter of the company name (Article 35, Foreign Investment Law, Ley de Inversión Extranjera). The quarterly notice is due within ten business days after the quarter closes.
REPSE, if the subsidiary provides specialized services
If the subsidiary places its own workers at the service of another company, even one in its own group, it may need the REPSE registration, which is renewed every three years (Article 15, Federal Labor Law).
Powers of attorney: review them once a year
An officer who left the company keeps that authority until the power of attorney is formally revoked (Article 149, General Law of Commercial Companies). And the company's e.firma (tax e-signature) at the SAT can only be requested by a representative holding a general power for acts of administration or ownership (Article 19-A, Federal Tax Code); if that person leaves, the company may be unable to renew it.
What happens if the subsidiary is not up to date
Years without a meeting hold up dividends, loans and sales, and catching up on several overdue minutes is possible but slow. What is at stake is whether the subsidiary can prove who owns it and who represents it on the day it is asked. The first step is to have counsel review the company's books, minutes, powers of attorney and certificates.
How we help
Mariela Cárdenas, LL.M., attorney admitted in Mexico, handles corporate maintenance for subsidiaries of foreign companies from the Nuevo Laredo, Mexico office: meetings, books, notices, RNIE and powers of attorney, in coordination with the company's accountant. The legal department in Mexico service keeps the yearly calendar and reports to the parent in English or Spanish.
Frequently asked questions
Does the annual meeting have to be held in Mexico and in person?
Not necessarily. The law allows meetings by electronic means and unanimous written resolutions when the bylaws provide for them.
What if the subsidiary has gone years without meetings or books?
It can be put in order. It is better done before an audit, a sale or a financing.
Who is the controlling beneficiary when the owner is a foreign company?
It is always an individual or a group of individuals: whoever ultimately receives the benefit or exercises control, for example by holding more than 15% of the voting rights (Article 32-B Quáter, Federal Tax Code). The parent has to give that information to its subsidiary.
Do all companies with foreign capital file reports with the RNIE?
All of them must be registered. The annual report and the quarterly notices depend on the thresholds in force.
General information, updated October 2026. It does not replace legal advice for a specific case.
Request a first review
Tell us what type of company you have, when it was formed and when it last held a meeting: Schedule a consultation, mariela@cardenaslegal.mx or +52 (867) 187 0075.