Recent Regulatory Changes for Mexican Private Companies (S. de R.L.): 2023–2025

Overview

Mexico has introduced significant regulatory changes affecting the sociedad de responsabilidad limitada (S. de R.L.) and other private commercial companies during 2023–2025. Key reforms address telematic shareholder meetings, anti-money laundering obligations, and beneficial ownership reporting.

1. LGSM Amendment — Telematic Meetings (October 2023)

An amendment to the Ley General de Sociedades Mercantiles (LGSM), in force since October 2023, established the legal framework for holding corporate meetings entirely via telematic means. S. de R.L. and S.A. entities may convene meetings through videoconference or equivalent technology without requiring physical presence, provided the articles of association permit it, all participants can be identified and exercise their rights in real time, and the meeting is recorded and the recording preserved as part of the corporate minutes.

2. LFPIORPI Overhaul (July 2025)

The Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita (LFPIORPI) was significantly amended, with reforms entering into force in July 2025. The beneficial ownership threshold was revised to 25% of capital or voting rights, or actual control over management decisions. Service providers (PSM) must register with the Unidad de Inteligencia Financiera (UIF) and renew registration annually. Non-compliance carries fines of up to MXN 10,000,000 per violation.

3. CFF Article 32-B — Controlling Beneficiary

Article 32-B Ter of the Código Fiscal de la Federación (CFF) requires all legal entities and trusts to maintain and provide to the SAT complete and up-to-date information on their controlling beneficiaries upon request. Non-compliance results in fines of up to MXN 2,000,000 and may trigger additional tax examination procedures.

4. Digital Incorporation — SAS

The Sociedad por Acciones Simplificada (SAS) can be incorporated fully online in under 24 hours through the SAT portal. However, SAS entities are restricted to activities that do not require special licences and may not have foreign shareholders. For companies with foreign investment, the S. de R.L. or S.A. de C.V. forms remain the standard vehicles.

Summary of Key Legislative Instruments