mazbook1
Dec 28, 2011, 5:22 PM
Post #6 of 14
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Re: [El Gato] Setting up a For Profit Corporation
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El Gato, First you need to realize that a NOTARIO in México is NOT the equivalent of a Notary Public in the U.S. Although they are the only ones who can legally certify signatures (like a U.S. Notary Public), they are a fully trained, licensed attorney with at least three extra years of training and internship before they can apply to the state to become an licensed Notario. With that out-of-the-way…
I can only relate my personal experience. As the principal in my corporation I had to furnish copies of all of my identification (credential de votar - both sides - and carta de naturalización) along with the originals to my notario so he could certify the copies.
First I had to meet with the notario and give him the name and the general description of what the corporation would be doing so that he could apply to the state for approval of the name. This must be done before proceeding. We actually had to try several times, as the state kept denying registration for our first choice of names (they had already been registered sometime by someone.)
Then, as ADMINISTRADOR ÚNICO - sole administrator rather than a board of directors - CONSEJO DE ADMINISTRACIÓN - I had to meet several times with the notario as he wrote the incorporation papers to make certain that it was all correct. As I had already been in business (as a Mexican equivalent to a dba), I had to give him copies of the copyright pages and tables of contents for the books I had already published), but nothing else. I would expect that someone setting up a completely new company would not have had to do this.
Once the Articles of Incorporation - ESTATUTOS - were complete and satisfactory to me (and my other stockholder - SOCIO), we both had to meet in the notario's office and sign the original (both at the end and at the edge of every page). At this time my socio had to provide the originals and a copy of both sides of his Mexican visa - could have been a FMM, FM3 or an FM2 - and his U.S. passport - cover and ALL pages including blank pages - so the notario could both certify his signature and certify the copies.
That was all that was needed. However, rather quickly (to avoid a late fee) I had to go personally to the local Hacienda (SAT) office to register the corporation with them and get a tax identification number (RFC), and once I had that I had to go personally to the local IMSS office and register the corporation as a PATRÓN - employer - for paying the monthly employment taxes and withholding for my employees.
All this was time consuming, but relatively easy, however I would definitely suggest that even before getting a notario, you get a good, English-speaking accountant (LCP) to advise you as to the type of corporation you want to set up and also to advise you in those final steps with Hacienda and IMSS. Your absolute MOST important business adviser is your accountant in México. They are the ONLY ones that are always completely current on all the bureaucratic nonsense involved. Attorneys - abogados - rarely, if ever, know all the details necessary.
The whole process should have only taken a couple of months, but with the state not approving the corporate name (several times), it actually took us several months. Except for when I had to appear personally at Hacienda and IMSS (things that could have been done by mail in the U.S.), it was no more complicated than incorporating a business in the U.S.
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