The most common types of corporate entities used by foreign
and national investors in Mexico are the Sociedad
Anónima or “S.A.”, which is
similar to the U.S. Corporation, and the Sociedad
de Responsabilidad Limitada or “S. de
R.L.”, which is similar to a U.S. limited liability company.
Other, perhaps more specialized, types of legal entities
include: (a) the Sociedad Anónima
Promotora de Inversión or “SAPI”,
which is similar to an S.A. but with
more flexible corporate and economic rights; (b) the Sociedad Anónima Búrsatil or “SAB”,which
are entities that issue shares listed in the Mexican stock Exchange; and (c)
the Sociedad Anónima Promotora de
Inversion Búrsatil or “SAPIB”,which
is a SAPI capable of issuing shares to be listed on the Mexican Stock Exchange.
This legal framework is attracting new foreign investors or larger
investments from existing ones. For instance, the following foreign investors
made the following announcements last September:
• Audi - Will invest US$1.3 billion.
• General Motors de México – Will invest US$215 million.
• Nissan Mexicana – Will invest US$150 million.
• Mazda - Will invest US$500 million.
• Ternium - Will invest US$1.1 billion.
• Cal-Comp Electronics, a maquila company from Taiwan –Will invest
US$60 million.
• Delta Air Lines and Grupo
Aeroméxico – Will invest US$50 million.
• American Airlines – Will close 2012 with growth above 10% in
passenger movement in Mexico.
While the legal framework may be
foreign investor friendly, American investors shall exercise proper judgment
and consult with an attorney capable of seeing, understanding and navigating
through the restrictions, complexities and interplay of U.S., Mexican and
international laws.
Mauricio Leon de la Barra is an international law
attorney licensed to practice law in Mexico and California, and has more than
15 years of experience representing clients in business and real estate
transactions and litigation.