Mexico: 在墨西哥成立公司的5大步骤 | TMF Group

Last Updated: 7 February 2019
Article by Dunia Salomon

墨西哥的商机无处不在,地理位置优越,与多国签署税收协定,加上稳定的宏观经济、国内市场规模和实力,在国际市场是个具有投资吸引力的国家。然而,要在该国成立一间公司并不容易。

在墨西哥成立公司的过程涉及许多步骤,而且条例严谨。如果您不清楚当地的条例和政策,成立公司的过程有可能会花上一段时间。

1. 选择公司类型

在墨西哥开展业务的第一个步骤是要决定成立墨西哥公司实体、分行还是代表办事处。了解您的企业治理和业务活动类型,有助你作出决定。若公司有代表可以亲自到墨西哥处理成立企业的事宜,或通过委任当地专家协助其中过程,均有助简化整个过程。

2. 取名

若最后决定要成立一家企业实体(分行和代表办事处是墨西哥外资企业的延伸),接下来是进入取名阶段。企业必须将三个名字的选项交给经济部。这过程需时三天至一周,才能知道您建议的名字是否已经被他人使用,或获得批准。

3. 递交文件和章程

如果墨西哥企业实体的股东是外国人,成立过程须准备许多文件。部分文件必须经过公证、加注认证和合法化(取决于该国是否有参与海牙公约),才能在墨西哥生效。墨西哥公证人的角色与许多其它国家不同。在某些国家,一名公证人主要工作是见证和签署文件;在墨西哥,公证人是由经验丰富的律师所担任,而且必须经过严格的考试,才有资格成为公证人。

若您要在墨西哥协助成立企业,并担任外国股东的代表,您必须准备已获得股东或代表签名的授权书,而这也必须事先得到公证和加注认证,才能在墨西哥生效。

当收集完所有资料后,就可以开始拟定章程。在墨西哥,所有企业实体都必须具备章程。根据章程规范(包括相同的公共契约),公司章程(Article of Incorporation)也必须纳入在内。任何企业的章程都必须得到公证。一旦文件获得签名并呈交后,就等于完成了成立企业的法律程序。完成所需时间因情况和进度而异,取决于原文件什么时候得到签名、公证和加注认证。当公证员收到所有所需的文件后,签署成立公司的文件一般不会超过10天。

4. 取得税务编号

新成立的公司需要有税务编号才能在墨西哥营运。外国股东需要留意的是,税务编号只能由墨西哥居民或公民申请。若您提前知道,就能通过授权书委任合适的人选,以取得税务编号。反之,股东们就需要开会通过议案,授权墨西哥居民或公民取得税务编号。若没有税务编号,所有进一步的强制性注册,如外国投资注册、申请开设银行户口或开具发票,一概无法进行。

公司代表可以亲自向税务局提交公司章程以申请税号。此步骤也能通过公证完成,然而,公司代表需要亲自到公证办公室去签署税务编号,但过程会更快更简易。最后,要得到税务编号,最关键的是企业在墨西哥必须有实体办公室及居住证明。这是成立公司最困难的步骤之一,因税务局和其他政府当局承认的文件不多。

5. 开设银行户口

由于墨西哥的税款只能通过墨西哥银行缴纳,因此新成立的公司必须有墨西哥银行户口。一般外国银行没有设立平台让税务局收取税款。企业只有在得到了税务编号后,才能进行上述程序,需时1.5至3个月。

TMF墨西哥办事处

TMF墨西哥办事处可以协助您消除成立公司的官僚主义负担,同时能提供全方位的行政支持,包括 公司注册、法律行政合规、 代表和登记服务 人力资源与薪酬、以及 会计与税务服务

您是否正计划扩展业务至墨西哥? 欢迎与我们联系,了解我们如何帮助您处理企业成立和合规营运的事宜。

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