Articles of Incorporation in Mexico: What the Acta Constitutiva is and how to get one
If you are incorporating a company in Mexico, the document you keep hearing about, the Acta Constitutiva, is the Mexican equivalent of the Articles of Incorporation. It works a little differently from what founders coming from the United States or Europe expect: it must be in Spanish, it goes through a notary, and foreign shareholders face a couple of extra steps. Here is what the document is and how to obtain it.
In short: the Acta Constitutiva is Mexico's Articles of Incorporation.
- Language: the official deed must be in Spanish
- Executed before: a Mexican notary or corredor público
- Foreign shareholders: allowed, but need a Mexican Tax ID (RFC)
- Minimum capital: none by law; the bylaws set it
- Registered at: the Public Registry of Commerce
An English version is only a courtesy translation; the Spanish text prevails legally.
What is the Acta Constitutiva in Mexico?
The Acta Constitutiva is the incorporation deed that gives legal birth to a company in Mexico, equivalent to the Articles of Incorporation in common-law countries. It states the shareholders, the corporate name, the purpose, the capital, and how the company is managed, and it must be notarized and registered to have full effect against third parties.
Unlike a simple filing in some U.S. states, in Mexico this document is executed before a notary public, who verifies identities, checks legal requirements, and gives it public faith. That notarial step is why incorporating in Mexico takes a few weeks rather than a few minutes online. The only exception is the SAS, a simplified entity created entirely online.
Can a foreigner be a shareholder in a Mexican company?
Yes. Both foreign individuals and foreign companies can be shareholders of a Mexican company, but each must obtain a Mexican Tax ID (RFC), and foreign documents generally need an apostille and an official translation into Spanish. Certain regulated activities also carry limits on foreign participation, which is worth checking before you start.
The step foreign founders underestimate: getting the RFC and, where a foreign company is involved, gathering apostilled and translated corporate documents. This paperwork, done in the home country, is usually what stretches the timeline, not the notary appointment itself.
Which type of company should you choose?
Most foreign investors choose between two entities: the S.A. de C.V., similar to a stock corporation, and the S. de R.L. de C.V., similar to a limited liability company. The S. de R.L. is often preferred by U.S. investors because it can be treated as a pass-through entity for U.S. tax purposes.
| Entity | Closest equivalent | Note for foreign founders |
|---|---|---|
| S.A. de C.V. | Stock corporation | Capital in shares; statutory auditor mandatory |
| S. de R.L. de C.V. | LLC | Often chosen for U.S. pass-through treatment; max 50 partners |
| SAS | Simplified corporation | Online, no notary, but shareholders must be individuals only |
The full comparison by number of partners and capital is in the complete Acta Constitutiva guide. If you are a single founder, note that only the SAS allows one shareholder.
A side-by-side Spanish and English reference model of the Mexican Articles of Incorporation, clause by clause, with notes for foreign founders and a checklist covering the RFC, apostille and translation steps. Editable Word file. The Spanish text is the one that prevails for the notarial deed. $3 USD
Does the Acta Constitutiva have to be in Spanish?
Yes. The official incorporation deed executed before a Mexican notary must be in Spanish, because that is the language of the public instrument and of the Public Registry of Commerce. An English version is valid only as a courtesy translation for the shareholders, and the Spanish text prevails for all legal purposes.
This is why a bilingual template helps: foreign founders can read and understand every clause in English while the Spanish column is what actually goes into the deed. Handing the notary a clean Spanish draft also tends to speed up the appointment.
How do you incorporate a company in Mexico step by step?
The process runs in five stages and usually takes two to four weeks. Foreign founders should add time for gathering apostilled documents in their home country.
- Name authorizationRequest the company name online from the Ministry of Economy. It is free and resolves in a day or two.
- Prepare the deed and documentsDraft the bylaws and gather each shareholder's ID, RFC, and, for foreigners, apostilled and translated documents.
- Sign before a notaryShareholders (or their attorneys-in-fact) appear before a Mexican notary, who notarizes the Articles of Incorporation.
- Register the companyThe notary registers the deed with the Public Registry of Commerce.
- Tax registrationObtain the company's RFC and e-signature before the tax authority (SAT).
You do not always have to travel: a shareholder who cannot attend may grant a power of attorney so someone signs on their behalf, though that power has its own cost. Pricing by state is in the cost breakdown page.
Frequently asked questions
Is the Acta Constitutiva the same as Articles of Incorporation?
Functionally yes. It is the Mexican incorporation deed that creates the company, equivalent to Articles of Incorporation, though in Mexico it must be notarized and is drafted in Spanish.
Do I need to be in Mexico to incorporate?
Not necessarily. A shareholder who cannot appear before the notary may grant a power of attorney to a representative in Mexico who signs on their behalf. The power itself must meet formal requirements and, if granted abroad, is usually apostilled and translated.
Can a U.S. LLC or corporation own a Mexican company?
Yes. A foreign company can be a shareholder, providing its corporate documents duly apostilled and translated, and obtaining a Mexican Tax ID. Some regulated sectors restrict foreign ownership, so confirm your activity first.
Is there a minimum capital to incorporate in Mexico?
No. The reform to the General Law of Commercial Companies removed the minimum capital. The bylaws set the amount. In an S.A., at least 20% of the value of shares paid in cash must be exhibited at incorporation.
How long does the whole process take?
Generally two to four weeks once documents are ready. For foreign founders, gathering apostilled and translated paperwork in the home country is often the longest part.
Which entity do most foreign investors choose?
Many choose the S. de R.L. de C.V. for its flexibility and possible U.S. pass-through tax treatment, while larger ventures often prefer the S.A. de C.V. A Mexican tax advisor should confirm the best fit for your case.