How to Dissolve and Liquidate a Company in Mexico?

Mexico is at the top of the list for investors and entrepreneurs looking to expand their businesses in Lain America. However, sometimes is inevitable to think about the dissolution of your business. Are you thinking of closing your company in Mexico? We are here to help you! The dissolution and liquidation of a business in Mexico can be a tedious and long process, that requires lawyers, liquidators, and all the partners and shareholders involved.

What are the causes of company dissolution in Mexico?

These are some of the reasons accepted by the LGSM (Ley General de Sociedades Mercantiles) to support the dissolution of the legal entity:

  • Expiration of the social contract

  • Inability to carry out the corporate purpose

  • By agreement of the partners or shareholders

  • Lack of shareholders

  • Loss of two-thirds of the capital stock

  • Dissolution by an official resolution


What are the steps to dissolve and liquidate a company in Mexico?

  1. Hold an Extraordinary Assembly with the Directors of the company

    The objective of the Extraordinary Assembly is to elaborate on the minutes in which the Board of Directors agrees to dissolve the company. The minutes must be elaborated with the agreement and signatures of the corresponding parties and it also has to be notarized and registered at the Public Register of Commerce.

  2. Appointment of the liquidators

    At the Extraordinary Assembly, it is also necessary to appoint the liquidators that are going to be in charge of the procedure. The liquidators of the company play a very important role in the dissolution process and have the following faculties:

    • Termination of all pending social operations

    • Collection of the company’s assets

    • Sell the company’s goods

    • Collect what is owed and pay what the company owes

    • Prepare the final financial balance of the company (step 5)

    • Register the cancellation of the social contract in the RFC (step 7)

    • Keep the liquidation books and company documentation for 10 years, after the dissolution.

  3. Presentation of the Annual Declaration

    Within 3 months of the Dissolution Agreement, the Annual Declaration has to be presented, with the information about the financial statements, starting on January 1st until the day of the Dissolution Agreement.

  4. Submission of the Dissolution Certificate to the SHCP

    Within a month of the presentation of the Annual Declaration, the Dissolution Certificate (RX) has to be submitted to the Secretaría de Hacienda y Crédito al Público (SHCP). This government office is in charge of the collection of taxes and their distribution.

  5. Elaboration and submission of the final financial balance

    The Annual Declaration must be published on the online platform of the ‘Secretaría de Economía’. All the partners and shareholders can review it and file a claim (if applicable), within 15 days of it being published. The shareholder Assembly has to approve the balance.

  6. Hold the Final Settlement Agreement Assembly

    At the Final Settlement Agreement Assembly, the liquidators will report on all the legal, fiscal, and civil actions that were taken, as well as the information regarding the reimbursement of the stock to the shareholders.

  7. Submission of the Cancellation Agreement to the RFC

    Submit the Cancellation Agreement to the RFC or ‘Registro Federal de Contribuyentes’ the month after the dissolution of the company to terminate the company’s fiscal obligations.

Would you like to liquidate and dissolve your company in Mexico? At Easyco we can help you!

At Easyco, we make the dissolution and liquidation of your company in Mexico easier for you and your shareholders; our team of corporate experts has vast experience in Mexico, with a proven track record of success across all of our services.

Additionally, Easyco provides services to guarantee your company’s compliance, which includes:

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