Mexico: Beneficial owner records - New obligation for all legal entities and vehicles

In brief

Effective 1 January 2022, pursuant to the recently amended Federal Tax Code, legal entities, trusts and any legal vehicle or figure incorporated under the laws of Mexico ("Mexican Entities/Vehicles") and registered before the Tax Administration Service (SAT) must maintain as part of their tax accounting registries information regarding their beneficial owners. This information must be shared with the SAT upon request jointly with the corresponding procedure implemented in the legal entity to make the corresponding updates. Failure to comply with this information may result in fines of up to two million pesos per beneficial owner.

In the case of trusts, information should be requested to the settlor, trustee and beneficiaries.


Contents

In more detail

Who qualifies as a beneficial owner?

Mexican Entities/Vehicles must identify the beneficial owner of the Mexican Entities/Vehicle as of 1 January 2022. Whether or not a person qualifies as a beneficial owner should be determined according to the definition established under Article 32-B Quarter of the Federal Tax Code. The term beneficial owner (BO) is defined as an individual or group of individuals, who:

  • Benefits (directly or indirectly) from the activities carried out by any Mexican Entities/Vehicles
  • Directly or indirectly, has and executes the rights of use or enjoyment of a good or service
  • In whose name a transaction is performed
  • Has control of the Mexican Entities/Vehicles
    • The term control is defined as the power that an individual or group of individuals may have to: (i) Take decisions in shareholder meetings; (ii) Appoint the members of the board or the unique administrator; (iii) Own more than 15% of shares with voting rights; or (iv) Manage and design the strategy of the any Mexican Entities/Vehicles

The definition is very broad and may be subject to confusion. That is why the interpretation of Article 32-B Quarter should be made in line with other international provisions regarding beneficial owner -i.e. GAFI recommendations and OECD guidelines.

What information should be obtained from the BO?

According to the Tax Administrative Guidelines, the following information should be obtained from each BO:

  • Full name and copy of ID
  • Alias of the individual / group of individuals
  • Date of birth or date of death, when applicable
  • Gender
  • Country of origin and nationality. In case of having more than one, identify all of them
  • CURP (i.e., peoples' unique registry code) or its equivalent, in the case of other countries or jurisdictions
  • Country or jurisdiction of residence for tax purposes
  • Type and number or code of official identification
  • RFC number or tax identification number, or its equivalent, in case of being a resident abroad for tax purposes
  • Marital status, with identification of the spouse and patrimonial regime, or identification of the concubine or concubinary, if applicable
  • Contact information: e-mail and telephone numbers
  • Home address and tax domicile
  • Relationship with or classification vis-à-vis any Mexican Entities / Vehicles the case may be
  • Degree of participation in any Mexican Entities / Vehicles which allows the exercise of rights of use, enjoyment, exploitation or disposition of a good or service or to carry out a transaction
  • Description of the form of participation or control (direct or indirect)
  • Number of shares, partnership interest, participations or rights or equivalents; series, class and nominal value of the same, in the capital of any Mexican Entities / Vehicles
  • Place where the shares, partnership interest, participations or other equivalent rights are deposited or in custody
  • Date determined from which the individual acquired the condition of controlling beneficiary of any Mexican Entities / Vehicles
  • Date on which there has been a modification in the participation or control any Mexican Entities / Vehicles
  • Type of modification of the participation or control in any Mexican Entities / Vehicles
  • Data of termination of the participation or control in any Mexican Entities / Vehicles

This information should be provided upon request to the SAT.


Copyright © 2024 Baker & McKenzie. All rights reserved. Ownership: This documentation and content (Content) is a proprietary resource owned exclusively by Baker McKenzie (meaning Baker & McKenzie International and its member firms). The Content is protected under international copyright conventions. Use of this Content does not of itself create a contractual relationship, nor any attorney/client relationship, between Baker McKenzie and any person. Non-reliance and exclusion: All Content is for informational purposes only and may not reflect the most current legal and regulatory developments. All summaries of the laws, regulations and practice are subject to change. The Content is not offered as legal or professional advice for any specific matter. It is not intended to be a substitute for reference to (and compliance with) the detailed provisions of applicable laws, rules, regulations or forms. Legal advice should always be sought before taking any action or refraining from taking any action based on any Content. Baker McKenzie and the editors and the contributing authors do not guarantee the accuracy of the Content and expressly disclaim any and all liability to any person in respect of the consequences of anything done or permitted to be done or omitted to be done wholly or partly in reliance upon the whole or any part of the Content. The Content may contain links to external websites and external websites may link to the Content. Baker McKenzie is not responsible for the content or operation of any such external sites and disclaims all liability, howsoever occurring, in respect of the content or operation of any such external websites. Attorney Advertising: This Content may qualify as “Attorney Advertising” requiring notice in some jurisdictions. To the extent that this Content may qualify as Attorney Advertising, PRIOR RESULTS DO NOT GUARANTEE A SIMILAR OUTCOME. Reproduction: Reproduction of reasonable portions of the Content is permitted provided that (i) such reproductions are made available free of charge and for non-commercial purposes, (ii) such reproductions are properly attributed to Baker McKenzie, (iii) the portion of the Content being reproduced is not altered or made available in a manner that modifies the Content or presents the Content being reproduced in a false light and (iv) notice is made to the disclaimers included on the Content. The permission to re-copy does not allow for incorporation of any substantial portion of the Content in any work or publication, whether in hard copy, electronic or any other form or for commercial purposes.