The fiscal year 2022 is about to end and it is recommended that the corporations have all their legal supports updated and documented regarding their movements during the year, to file their annual tax return next year without inconvenience, in order to avoid any type of penalty before the Ministry of Finance and Public Credit (SHCP by its Spanish initials). Among, other obligations are:

I. CORPORATE OBLIGATIONS

a) Holding of Shareholder’s Ordinary General Meeting

The General Law of Mercantile Corporations (LGSM by its Spanish initials) requires companies to hold a Shareholder’s Ordinary General Meeting, at least once a year, within the first four months following the close of the immediate year; at which, among other items on the agenda, the ratification or appointment of the Administration and Surveillance Bodies.

b) Protocolization of Minutes of Shareholder’s Extraordinary General Meeting and their registration in the Public Registry of Commerce.

In accordance with the LGSM, the minutes of the Shareholder’s Extraordinary General Meeting must be notarized before a Public Notary and registered in the Public Registry of Commerce corresponding to the registered office, such Meetings are those that meet to discuss, the following: early dissolution of the Corporation, increase or reduction of the Capital Stock, modifications to the corporate purpose and/or registered office, change corporate name and regime, transformation, merger and division, granting and/or revocation of powers of attorney, and any other modification to the corporate bylaws.

c) Drafting and updating of Corporate Books

The Corporate books help to provide certainty on the organization of the corporation to leave historical and legal file on all the movements that have been made from the Constitutive act to each one of the agreements between the partners or shareholders documented through their Meeting Minutes. 

II. DRAFT OF AGREEMENTS

The drafting of Agreements provides security of the fulfillment of the agreement for the parties involved. The Agreements that can be drafted are the following:

a)         Labor Agreement

The Labor Agreement will grant security and certainty to the corporation that the employee knows his obligations that he will perform and that he has voluntarily agreed to fulfill, thus avoiding a future controversy.

b)        Stock Purchase/Sale/Donation Agreement 

These types of Agreements are of the utmost importance, since, if they are drafted, they will be recognized at the General Meeting and with this, the shareholding structure will be established and updated with the movements that may occur as a result of the transfer of shares.

c)         Real Estate Purchase and Sale/Lease Agreements

Both Agreements are very important, since they establish the transfer of ownership and domain over a property is established, that is, in the Lease Agreement establishes the defense of property and / or use rights over a property while, in the Purchase and Sale Agreement guarantees the total transfer of ownership the property.

d)        Loan Agreement

In this type of Agreement, the Lender transfers the ownership of a sum of money of other assets to the Borrower, and the latter is obliged to return the same amount and quality.

III.  FILING OF NOTICES BEFORE THE NATIONAL REGISTRY OF FOREIGN INVESTMENTS.

In accordance with the Regulations of the Foreign Investment Law, the corporations that have had any modification regarding their name, fiscal domicile, or variations in their share capital greater than $20,000,000.00 (Twenty Million Pesos 00/100 MN) must be reported before the National Registry of Foreign Investments (RNIE by its Spanish initials), the Quarterly Notice.

Likewise, the corporations that are within Section I and II, and that any of their accounts (initial total assets, final total assets, initial total liabilities, final total liabilities, income in the country and abroad or costs and expenses in the country and abroad) is greater than $110'000,000.00 (One Hundred and Ten Million Pesos 00/100 MN), they must file the Annual Economic Report.

IV. TAX LIABILITY

In accordance with the Federal Tax Code, the obligations of the companies, among others, are: Registration in the  Federal Taxpayers Registry (RFC by its Spanish initials) and certificate of Advanced Electronic Signature, filing of the annual declaration, presentation of the DIOT (Informative Declaration of Operations to Third Parties) if subject to VAT tax; as well as any other obligation that is applicable in tax matters.

If during the fiscal year, movements of any nature were made within the company and the legal supports are not updated, we are at your service to update them, so when you file your annual tax return next year, it will be done without inconvenience and thus avoid penalties before the Ministry of Finance and Public Credit.

Please do not hesitate to contact us should you have any further comment or question. 

For more information please contact:

Frida Enríquez

frida.enriquez@vila.com.mx