The Simplified Joint Stock Company (SAS) is a corporate entity in Mexico that allows individuals to form a company quickly and easily using digital procedures, in accordance with the General Law of Commercial Companies. The key points of this regime are summarized below:
Main features:
Digital Constitution:
- It does not require a public deed or the intervention of public notaries, although its use is optional.
- It is carried out through the electronic system of the Ministry of Economy.
- Every shareholder must have a valid e-signature.
Integration:
- It may be made up of one or more shareholders.
- Shareholders may not control other commercial companies mentioned in article 1 of the Law, if this implies direct administration or control.
Income limit:
- Annual income must not exceed $7,076,469.38 (amount updated annually according to article 17-A of the Federal Tax Code). If this limit is exceeded, the company must be transformed into another regime.
Denomination:
- Must include the words "Simplified Joint Stock Company" or its abbreviation "SAS"
Requirements for incorporation (Article 262):
- Have at least one shareholder.
- Have a naming authorization issued by the Ministry of Economy.
- Agree to the bylaws that are available in the electronic system.
- Possess the e.signature of all shareholders.
Operating rules:
- Minimum social statutes: They must include name, corporate purpose, administration, share capital, shareholder rights, among others.
- Actions: They must be paid in full within one year of incorporation.
- Financial Reports: It is mandatory to file an annual report in the electronic system; failure to do so for two consecutive years may lead to the dissolution of the company.
- Shareholders' meeting: It is the supreme body of the company and can be held in person or electronically. In the case of a sole shareholder, he or she exercises all powers.
Advantages:
- Ease of incorporation: Agile and digital process, without notary fees.
- Flexibility: Ideal for entrepreneurs and small businesses with limited income.
- Limited Liability: Shareholders are only liable for the amount of their contributions, except for exceptions provided for by law.
Obligations and restrictions:
- Meet the transformation requirements in case of exceeding the income limit.
- Register any contract entered into between the sole shareholder and the company in the electronic system.
- Failure to comply with financial reporting entails legal liability and automatic dissolution.
Complementary applications:
- In all cases where this chapter does not contradict, the general provisions for public limited companies, as well as those relating to mergers, spin-offs, dissolution and liquidation, apply.
Conclusions
The SAS represents an accessible and flexible option to promote entrepreneurship in Mexico, facilitating the formalization of businesses within the legal framework without the need for complex or costly procedures.
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