How to Dissolve and Liquidate a Company in Mexico?

By Easyco Updated October 10, 2026

Closing a Mexican company takes two stages: dissolution, when the shareholders decide to end the company, and liquidation, when its assets are realized, debts paid and the remainder distributed. The process is set out in the General Law of Commercial Companies (LGSM) and the SAT’s rules.

What are the causes of company dissolution in Mexico?

Article 229 of the LGSM lists the causes:

The term set in the bylaws expires
The company’s purpose can no longer be achieved, or has been achieved
The shareholders agree to dissolve it
The number of shareholders falls below the legal minimum
The company loses two thirds of its capital

1. Shareholders’ resolution

The shareholders hold an extraordinary meeting that resolves to dissolve the company and appoints one or more liquidators. The minutes are formalized before a notary and registered with the Public Registry of Commerce.

2. Notice to the SAT

The company files the SAT notice that liquidation has started and a tax return for the period ending on that date.

3. Liquidation

The liquidators finish pending business, collect receivables, pay debts and sell assets. During liquidation the company keeps filing its tax returns, normally with an annual return for each year of liquidation.

4. Final balance

The liquidators prepare the final liquidation balance and publish it in the Ministry of Economy’s electronic publication system for commercial companies. Shareholders then have 15 days to object before it is approved at a shareholders’ meeting.

5. Distribution and cancellation

Once the balance is approved, the remaining assets are distributed to the shareholders. The company files the SAT notice cancelling its RFC for total liquidation of assets, and the cancellation is recorded at the Public Registry of Commerce.

Before you start

The SAT will only cancel the RFC if the company has no pending tax obligations, so bring filings, payroll and the IMSS registration up to date first. Learn more about tax and accounting in Mexico.

Get help from Easyco

Easyco coordinates the company setup in Mexico up to the issue of the RFC, and supports companies afterwards with tax, accounting, payroll and company compliance, including a registered office address. Read how to set up a company in Mexico, or contact us to discuss your project.