This guide is for U.S. and other foreign companies that need a Mexican subsidiary. The short answer: a foreign company can own 100% of a Mexican company in most activities, usually through an S. de R.L. de C.V. or an S.A. de C.V. formed before a Mexican notary or corredor público (commercial notary). Signing is quick; the time goes into the apostilled powers of attorney from the parent, the SAT (Mexican tax authority) and the bank account.
Which entity type foreign parents use
- S. de R.L. de C.V. (limited liability company): up to fifty partners; capital is divided into partes sociales (equity interests) that are not negotiable instruments.
- S.A. de C.V. (stock corporation): capital in shares, at least two shareholders and one or more comisarios (statutory examiners). It fits when more investors are expected.
- In common: owners are liable only for their contribution and the law sets no minimum capital. Both need two owners.
How much foreign ownership the law allows
- General rule: the Ley de Inversión Extranjera (Foreign Investment Law) allows foreign investment in any proportion, except where the law itself says otherwise.
- Reserved to the State: among others, oil and gas extraction, public electricity transmission and distribution, and nuclear power.
- Reserved to Mexicans: among others, domestic ground transportation of passengers, tourism and freight (courier and parcel services excluded). This matters to logistics companies.
- Capped or subject to approval: the cap is 49% in domestic air transportation or integral port administration; exceeding 49% in private education or railways needs a favorable resolution from the National Foreign Investment Commission.
What forming the company involves and how long it takes
The company is formed before a notary or corredor público using the parent's powers of attorney, and the process continues with the Public Registry of Commerce, the SAT, the bank and, once it hires, the IMSS (social security institute). Two legal deadlines are worth keeping in mind: the notice of use of the company name is filed within 180 calendar days after the name is authorized, and registration in the National Foreign Investment Registry (RNIE) is due within 40 business days after incorporation.
With a complete file, the deed is signed within days. Plan on several weeks to have the RFC (federal taxpayer registry) and the e.firma (tax e-signature), and additional weeks for the bank account.
What is at stake is whether the subsidiary can invoice, hire and operate on the date the parent has planned. The first step is to have counsel review the parent's documents and the planned activity before anything is signed.
What comes after incorporation
Incorporation is not the finish line. To import, the company still needs the importers registry and, for export manufacturing, the IMMEX program. In addition, every year the company must hold its meeting (an S.A., within four months after the fiscal year closes), set aside the legal reserve, file with the SAT the list of partners residing abroad within three months after the year closes, and renew its RNIE registration.
How we help
Mariela Cárdenas, LL.M., attorney admitted in Mexico, handles company formation for foreign companies from the Nuevo Laredo, Mexico office: structure, parent powers of attorney, notary, SAT and RNIE. Afterwards, the legal department in Mexico service keeps the yearly corporate obligations on track.
Frequently asked questions
Can a foreign company own 100% of a Mexican company?
Yes, in most activities. The exceptions are in the Foreign Investment Law. The 100% is usually split between two companies of the same group.
Do the parent company officers have to travel to Mexico to sign?
Usually not for the incorporation: the parent grants a power of attorney at home and an attorney-in-fact in Mexico signs before the notary. The e.firma at the SAT does require a representative who meets that authority's requirements.
Which is better, an S. de R.L. de C.V. or an S.A. de C.V.?
It depends on the plan. The S. de R.L. de C.V. is common for subsidiaries with few owners and closed control; the S.A. de C.V. makes it easier to bring in investors.
What happens if the company does not register with the RNIE?
The law provides for a fine for failing to register, registering late or filing incomplete information. In addition, notaries ask for proof of registration in later corporate acts.
General information, updated October 2026. It does not replace legal advice for a specific case.
Request a first review
Tell us what your company will do in Mexico and who the owners will be: Schedule a consultation or write to mariela@cardenaslegal.mx.