Artículos

Legal Considerations in Mexico: Doing Nearshoring Business – Part 2

Patricia

By: Luis Gerardo Ramírez Villela

Following up on the first part of nearshoring in Mexico, besides incorporating a Mexican subsidiary there are a lot of other important considerations that should be taken into account for having a subsidiary which will carry out nearshoring business.

In that respect, below please find the most relevant considerations following the incorporation of a Mexican corporation:

Taxpayers Registry (Registro Federal de Contribuyentes) – The corporation must register immediately before the tax authorities and obtain the corresponding tax id for purposes of invoicing. For such purposes, it will be necessary to have a domicile wherever you have decided the location to start operating your business.

Foreign Investments National Registry (Registro Nacional de Inversiones Extranjeras) – Upon incorporation, you Will have a 40 (forty) business day period to register in such registry and keep the records quarterly and annually before the Ministry of Economy (Secretaría de Economía) Please note that additional information must be submitted in accordance with applicable laws besides the quarter and annual reports.

Intellectual Property – As soon as possible, but in any case, prior to starting the operations of the subsidiary, you must register your trademark for your business protection. Such registration is advisable with respect to the logo before the Mexican Copyrights Institute (Instituto Nacional de Derechos de Autor) and the Mexican Intellectual Property Institute (Instituto Mexicano de la Propiedad Industrial).

Labor and Social Security – Registration before the Mexican Social Security Institute (Instituto Mexicano del Seguro Social) (IMSS) and the National Housing Fund Institute (Instituto Nacional para la Vivienda de los Trabajadores) (INFONAVIT) will be required prior to hiring any employees. Please note that it will be necessary to have individual employment agreement and internal regulation in compliance with the applicable laws.

Permits and Licenses – Depending on your specific location and industry sector, permits and licenses may be required not only to start operating any plant but also for carrying out the import/export of products, as well as environmental and health matters.

There are other specific matters that must be taken into account in order to operate in the ordinary course of business, such as opening bank accounts, having all services agreements or any type of agreement to be used with customers and suppliers, among others.

Please consider at all times that incorporating a subsidiary in Mexico will take some time and starting operations will not be immediate. For purposes of your nearshoring projection, it will be necessary to hire qualified experts in the accounting, legal and tax areas.

Other Posts
  • Related Articles
  • More from Author

No hay publicaciones relacionadas.

Restructuring

Müggenburg, Gorches and Peñalosa's restructuring practice includes representation of corporate debtors, hedge funds, in various industries, etc., in restructuring proceedings and bankruptcy equivalents (insolvency proceedings).

Mergers & Acquisitions

We provide services in acquisitions, sales, mergers, spin-offs, reorganizations and co-investments, representing national and foreign clients operating in various industrial and commercial sectors.

Corporate /Transactional

At Müggenburg, Gorches y Peñalosa we provide legal services in all aspects of corporate law practice. Our group of professionals in this area has years of experience providing services to both national and international clients, with the most diverse needs and the highest standards of demand and sophistication in the service. Among our clientele are leading companies in their sectors worldwide, such as automotive, cosmetics, hotels and tourism, food industry, aeronautical industry, computer programs and systems, suppliers of the oil industry, technology, among others.

We advise our clients on the constitution of Mexican companies (commercial and civil) and associations, attending to the needs derived from the industry and/or commerce segment in which they focus their activities and their medium and long-term plans, also providing services for compliance with the regulatory requirements that may apply, including those derived from direct foreign investment, economic competition and obtaining the necessary licenses and permits for its operation. Our services also extend to the provision of corporate services within the ordinary course of business of our clients, including advice on the preparation, review and negotiation of all types of civil and commercial contracts, and the custody, updating and maintenance of corporate books. . We also provide services related to the opening and management of branches in Mexico of foreign companies.

We represent national and foreign corporate and/or investment groups in the acquisition of, and/or merger with, Mexican business entities, and on other occasions we also represent acquired Mexican entities. In both cases, we provide legal audit services to foresee possible contingencies of the operation, locate areas of opportunity and help determine the value of the company to be acquired. Likewise, in representing the acquirer, we prepare the legal documentation of the operation (specifically contracts for the sale of shares and/or association, with all its annexes and accessory contracts), and we carry out their negotiation with the counterparty. Likewise, in these cases we participate directly in the processing and obtaining of any authorizations, permits, licenses and concession titles required for the operation of our clients, and we advise on notices and notifications to government entities, including notifications of resolutions and opinions of the Federal Economic Competition Commission.

We provide advisory services for corporate restructuring and reorganization, also including international corporate groups with a presence in Mexico. In these cases we have worked in coordination with groups of financial and accounting advisors both from Mexico and abroad, and we have coordinated legal audits of subsidiaries of entities acquired in several Latin American countries (Argentina, Brazil, Chile, Colombia and Peru, among others, with local legal advisers in each case).

We advise on operations of association in participation, "joint-ventures", preparation and negotiation of agreements between shareholders, merger and spin-off of legal entities, establishment of trusts of any type, constitution of guarantees on any type of property, repurchase of shares by of companies listed on the Mexican Stock Exchange, as well as in the structure of purchase option plans and other types of specialized corporate operations.

We also provide services for the development of mechanisms that allow the efficient and effective anticipation and management of potential conflicts between shareholders; in this regard, we have represented groups of shareholders of Mexican companies in the implementation of corporate actions to defend their interests against the rest of the shareholders and the Company itself on internal corporate control issues, generally in coordination with litigation areas in matters commercial and civil.

Depending on each particular project or operation, we rely on other specialty areas of the Firm, in order to provide comprehensive services, under the highest standards of quality and efficiency.

Mergers & Acquisitions

We provide services in acquisitions, sales, mergers, spin-offs, reorganizations and co-investments, representing national and foreign clients operating in various industrial and commercial sectors.

Restructuring (Corporate and Financial)

Müggenburg, Gorches and Peñalosa's restructuring practice includes representation of corporate debtors, hedge funds, in various industries, etc., in restructuring proceedings and bankruptcy equivalents (insolvency proceedings).