Since January 2025, every foreign seller on Amazon Mexico needs a legal entity. Yet 80% of the entrepreneurs we talk to have no idea where to start when it comes to forming a company in Mexico.
We get it. Mexican corporate law reads like it was written to confuse outsiders. S de RL de CV, SA de CV, SAPI, RFC, eFirma, notario publico, Registro Publico de Comercio. The acronyms pile up. The internet is full of contradictory advice. And most "guides" skip the parts that actually matter: real costs, real timelines, and what happens after the entity is formed.
This guide makes it simple. We break down the eight steps to form a company in Mexico as a foreigner, from choosing your entity type to receiving your RFC and eFirma. We cover what it costs, what documents you need, the mistakes that delay formation by months, and what happens after the paperwork is done. Tally Global has formed over 4,500 companies in Mexico for brands from 20+ countries. This is the process we run every week.
What DIY looks like: In mid-2025, a US supplement brand decided to form their Mexican entity without help. They hired a local lawyer from an online directory, chose an SA structure on his recommendation (wrong for their needs), and waited. Three months in, the notarization stalled because of document errors. Five months in, they still had no RFC. Eight months later they came to Tally, scrapped the botched SA, and restarted with an S de RL de CV. Total cost of the DIY attempt: over $7,000 in legal fees and eight months of lost revenue in a market growing at 34% year-over-year.
What This Guide Covers
- Why You Need a Mexican Entity (Not Just an Importer)
- What You Need to Form a Company in Mexico
- S de RL vs SA vs SAPI: Which Entity Type Is Right?
- How to Form a Company in Mexico: Week by Week
- How Much Does It Cost?
- What Happens After Formation?
- Common Mistakes Foreign Entrepreneurs Make
- Do I Own the Company 100%?
- Frequently Asked Questions
Why You Need a Mexican Entity (Not Just an Importer)
Before January 2025, some foreign brands operated in Mexico through importers of record (IOR) or aggregators like NocNoc. That worked for a while. It does not work anymore.
Mexico's tax authority, SAT (Servicio de Administracion Tributaria), now requires all marketplace sellers to have a legal representative and a valid RFC in Mexico. Amazon Mexico enforces this. Mercado Libre enforces this. If you do not have your own entity, you cannot sell.
But the SAT mandate is only one reason. A Mexican entity gives you:
- A Mexican bank account to receive payouts, pay suppliers, and manage duties
- Your own Padron de Importadores to import directly as your own Importer of Record (IOR)
- COFEPRIS eligibility if you sell regulated products (supplements, cosmetics, food)
- Marketplace accounts in your name on Amazon Mexico, Mercado Libre, and Walmart Mexico
- Brand protection through IMPI trademark registration
- Full margin control instead of paying revenue shares to aggregators
The ownership difference: When you use an aggregator, they own the entity, the listings, and the bank account. When you leave, you leave with nothing. When you form your own entity through Tally, you own everything: the company, the accounts, the permits. If you ever leave Tally, you take it all with you.
What You Need to Form a Company in Mexico
Gathering the right documents before formation begins is the single biggest factor in avoiding delays. Here is exactly what you need to form a company in Mexico as a foreigner.
Required documents
- Passport copies for all partners (socios). Mexico requires at least two partners for an S de RL de CV. These can be two foreign individuals, or an individual and their holding company.
- Proof of address for each partner. A utility bill, bank statement, or government-issued document from your home country, dated within the last three months.
- Three company name options. Mexico's Ministry of Economy (Secretaria de Economia) must approve your company name. Submit three ranked choices to avoid delays if your first pick is taken.
- Decision on entity type. S de RL de CV, SA de CV, or SAPI de CV. We cover this in detail in the next section.
- Authorized use of address for the company's fiscal domicile in Mexico. Tally provides a registered address in Mexico City as part of every plan.
No travel required. The entire formation process can be completed remotely. Documents are reviewed digitally, articles of incorporation are signed via DocuSign, and Tally's 20+ specialists in Mexico City handle all in-person requirements: notarization, government filings, and bank appointments.
Not sure which entity type you need? Get a free assessment from Tally's legal team. We have structured 4,500+ companies in Mexico for brands from 20+ countries.
Get Your Free AssessmentS de RL vs SA vs SAPI: Which Entity Type Is Right for You?
Choosing the wrong entity type is the most common mistake foreign entrepreneurs make in Mexico. It costs months of rework and thousands of dollars. Here is what each structure offers and who it is built for.
S de RL de CV (Sociedad de Responsabilidad Limitada de Capital Variable)
Think of this as the Mexican equivalent of a US LLC. Limited liability for partners, flexible capital structure, simpler governance requirements. This is the entity type Tally recommends for the vast majority of foreign brands selling on Amazon Mexico or Mercado Libre.
- Minimum two partners (socios). Can be all foreign.
- No minimum capital requirement in practice (1 peso minimum per the law).
- Partner decisions by percentage ownership, not share count.
- Transfer of ownership requires partner consent (protects minority holders).
SA de CV (Sociedad Anonima de Capital Variable)
The traditional Mexican corporation. More rigid governance, mandatory board structure, and formal shareholder meetings. Used primarily by larger or publicly traded companies.
- Minimum two shareholders.
- Minimum capital of 50,000 pesos (roughly $2,800 USD).
- Required statutory auditor (comisario).
- Shares are freely transferable unless restricted in bylaws.
SAPI de CV (Sociedad Anonima Promotora de Inversion de Capital Variable)
Designed specifically for startups seeking venture capital or private equity investment. Offers the most flexibility for governance, cap table management, and investor protections.
- Allows multiple share classes (common, preferred, with different rights).
- Board governance with investor director seats.
- Tag-along, drag-along, and anti-dilution provisions in bylaws.
- Preferred by international VCs and PEs investing in Mexico.
Entity comparison table
| Feature | S de RL de CV | SA de CV | SAPI de CV |
|---|---|---|---|
| US equivalent | LLC | C-Corp | Delaware C-Corp (VC-ready) |
| Best for | Amazon/Meli sellers, DTC brands | Large traditional companies | VC/PE-backed startups |
| Min. partners/shareholders | 2 | 2 | 2 |
| Min. capital | 1 peso (nominal) | 50,000 MXN (~$2,800) | 1 peso (nominal) |
| Board required? | No | Yes | Yes |
| Statutory auditor? | No | Yes (comisario) | Optional |
| Share classes | No (capital parts only) | Limited | Yes (multiple classes) |
| Transfer restrictions | Partner consent required | Freely transferable | Customizable in bylaws |
| Tally recommendation | Yes, for most sellers | Rare | Yes, if raising capital |
| Formation time (Tally) | 4-6 weeks | 4-6 weeks | 5-7 weeks |
Tally's recommendation: If you are an ecommerce brand selling on Amazon Mexico or Mercado Libre, choose the S de RL de CV. It gives you limited liability, full foreign ownership, and the simplest governance structure. We form S de RL entities for roughly 85% of our clients. The SAPI is the right choice only if you are raising institutional capital and need investor governance protections.
Ready to form your Mexican entity? Tally handles the entire process in 4-6 weeks. Entity formation is included in every plan, starting at $588/month.
Start Your Entity FormationHow to Form a Company in Mexico: Week by Week
With Tally managing the process, entity formation in Mexico takes 4-6 weeks from document submission to operational readiness. Here is what happens at each stage.
Document collection and structure advisory
Tally's legal team reviews your business model, recommends the right entity type (S de RL, SA, or SAPI), and collects all required documents: passport copies, proof of address, and company name options. We submit your name reservation to the Secretaria de Economia.
Drafting articles of incorporation + DocuSign
Our attorneys draft the articles of incorporation (acta constitutiva) in Spanish. You review an English summary, approve the structure, and sign via DocuSign. No travel to Mexico required. We also prepare the power of attorney that allows Tally to handle government filings on your behalf.
Notarization (notario publico)
A Mexican notary public (notario publico) formalizes the articles of incorporation. This step is legally required for all Mexican entities. The notario verifies the documents, confirms compliance with Mexico's General Law of Commercial Companies, and creates the public deed (escritura publica). Tally works with a network of trusted notarios in Mexico City to minimize wait times.
Registro Publico de Comercio
The notarized deed is registered with Mexico's Public Commerce Registry (Registro Publico de Comercio). This gives your company legal personality, meaning it can enter contracts, open bank accounts, and operate commercially. Registration times vary by state; Mexico City typically processes in 5-10 business days.
RFC registration with SAT
Once registered, Tally files for your RFC (Registro Federal de Contribuyentes), Mexico's tax ID equivalent to a US EIN. The RFC is required for everything: bank accounts, marketplace seller accounts, issuing invoices (CFDI), filing taxes, and registering with the Padron de Importadores. Without an RFC, your entity cannot operate.
eFirma + operational readiness
The final step is obtaining your eFirma (Firma Electronica Avanzada), Mexico's mandatory digital signature for all tax filings and government interactions. With the eFirma in hand, your entity is fully operational. You can open a bank account, register on Amazon Mexico, apply for COFEPRIS permits, and begin the import registration process.
Parallel processing: Banking does not wait for formation to finish. Tally initiates the bank account opening process during weeks 3-4, running in parallel with Registro Publico and RFC registration. Most clients have a fully operational bank account within 2-4 weeks of entity completion.
How Much Does It Cost?
Transparency matters. Here is a full cost breakdown for forming a company in Mexico, based on Tally Global's experience with 4,500+ formations.
Tally plans (entity formation included)
| Plan | Monthly Cost | What's Included | Best For |
|---|---|---|---|
| Starter | $588/month | Entity formation, RFC, eFirma, monthly accounting, tax compliance, CFDI invoicing | Marketplace sellers without import needs |
| Import/Export | $700/month | Everything in Starter + Padron de Importadores, import docs, customs coordination, NOM guidance | Brands importing products to Mexico |
| Full Compliance | $1,200/month | Everything in Import/Export + COFEPRIS management, regulatory monitoring, IVA recovery optimization | Regulated products (supplements, cosmetics, food) |
Government and third-party fees
| Fee | Amount | Notes |
|---|---|---|
| Notary fees | $500-$1,000 USD | One-time; varies by notario and entity complexity |
| Registro Publico | $200-$400 USD | One-time; varies by state |
| Company name reservation | $25-$50 USD | One-time; Secretaria de Economia |
| Apostille/legalization | $0-$200 USD | If foreign documents require apostille |
DIY vs Tally: total cost comparison
| Item | DIY | Tally |
|---|---|---|
| Lawyer (entity formation) | $2,000-$5,000 | Included in plan |
| Accountant (monthly) | $200-$400/month | Included in plan |
| Customs broker | $250-$600/shipment | Coordinated (Import/Export plan) |
| Regulatory consultant | $1,000-$3,000 | Included (Full Compliance plan) |
| Government fees | $800-$1,500 | $800-$1,500 (pass-through) |
| Timeline | 6-18 months | 4-6 weeks |
| Total first-year cost | $8,000-$15,000+ | $7,056-$14,400 + gov fees |
The real cost of DIY is time. At 34% year-over-year growth, Amazon Mexico adds roughly $200M in gross merchandise value every quarter. Brands that waited 12 months to get operational through DIY missed four quarters of compounding market opportunity. At Tally's pace, you are selling in 8-12 weeks.
What Happens After Formation?
Entity formation is not the finish line. It is the starting gate. Here is what comes next and how Tally keeps the process moving.
GROWVE's 12-brand launch: When GROWVE, a US-based supplement holding company managing 12 brands, needed to enter Mexico, speed was everything. Tally formed their S de RL de CV entity in 4 weeks. Banking opened in parallel. By week 10, GROWVE had completed their first import and was live on Amazon Mexico. All 12 brands shared one entity structure, one compliance framework, and one point of contact. COFEPRIS approvals for each brand were filed in batch, with a 100% first-pass approval rate.
Bank account opening (2-4 weeks, runs in parallel)
Tally initiates bank account opening during the formation process. You get a Mexican bank account (MXN + USD) to receive Amazon and Mercado Libre payouts, pay import duties, manage supplier payments, and repatriate profits. Full KYC is handled by our team.
Padron de Importadores
If you plan to import products into Mexico (most brands do), you need to register with Mexico's Padron de Importadores (importer registry). This requires a fully operational entity with RFC and eFirma. Tally handles the registration, which takes 2-4 weeks after entity completion.
COFEPRIS (if selling regulated products)
Supplements, cosmetics, food, beverages, and medical devices all require COFEPRIS (Comision Federal para la Proteccion contra Riesgos Sanitarios) clearance before import. Cosmetics notifications take 3-15 days. Supplement Registro Sanitario takes 3-6 months. Start this process as early as possible.
Amazon and Mercado Libre seller account setup
Marketplace seller accounts require your RFC, bank account details, and entity documentation. Tally sets up your Amazon Seller Central Mexico account, Mercado Libre seller profile, and Walmart Mexico onboarding if applicable. Setup takes 1-2 weeks after banking is confirmed.
First import
With your Padron de Importadores active and customs broker coordinated, your first shipment can enter Mexico. USMCA-origin products from the US or Canada may qualify for 0% import duties. All imports carry 16% IVA (value-added tax), which is recoverable as an input tax credit through proper accounting and tax compliance.
Common Mistakes Foreign Entrepreneurs Make
In 4,500+ formations, we have seen every mistake. These are the five that cost the most time and money.
1. Choosing the wrong entity type
An SA when you need an S de RL. A SAPI when you have no investors. Each restructuring costs $2,000-$5,000 and delays operations by 2-3 months. Get it right the first time. For most ecommerce sellers, the answer is S de RL de CV.
2. Using a prestanombre (name lender)
Warning: A prestanombre is a Mexican national who holds the entity, bank accounts, or permits in their name "on your behalf." This arrangement is legally risky and potentially criminal under Mexican law. The prestanombre legally owns your assets. Disputes are common, recovery is difficult, and the practice can result in tax fraud charges for both parties. Always form your own entity in your own name.
3. Not getting RFC + eFirma immediately
Some lawyers consider formation "done" once the entity is registered with Registro Publico. It is not. Without your RFC and eFirma, you cannot open a bank account, register on marketplaces, file taxes, or issue invoices. Tally does not consider formation complete until both are in your hands.
4. Ignoring monthly tax obligations from day one
Your Mexican entity has tax filing obligations from the date of RFC issuance, even if you have zero revenue. ISR (income tax) and IVA (value-added tax) returns must be filed monthly with SAT. Missing filings triggers penalties and can lead to RFC suspension, which blocks marketplace sales and bank operations. Tally's accounting service handles all monthly filings from day one.
5. Trying to use a foreign RFC instead of a domestic entity
Some sellers attempt to register with SAT using a foreign tax ID or through a simplified foreign seller program. This does not give you a bank account, import capability, or full marketplace access. Since the January 2025 mandate, Amazon Mexico and Mercado Libre require a domestic Mexican entity with a proper RFC. There are no shortcuts.
Do I Own the Company 100%?
Yes. This is the core of what Tally does differently.
When you form a company in Mexico through Tally, you own the entity outright. Your name (or your holding company's name) is on the articles of incorporation. Your RFC is in your company's name. Your bank account is in your company's name. Your Padron de Importadores, your COFEPRIS permits, your marketplace seller accounts: all yours.
This is not how aggregators or Merchant of Record (MoR) services work. With NocNoc, your products sell under their entity, their listings, their accounts. You own nothing. With Outpost or similar MoR services, they are the importer of record and the seller of record. You own nothing in Mexico.
The Tally difference: They rent you access. We give you ownership. Your entity, your bank account, your import permits, your marketplace accounts. When you leave an aggregator, you leave with nothing. When you leave Tally, you keep everything.
What happens if you leave Tally?
You keep everything. Tally transfers all credentials, passwords, and documentation for your entity, bank accounts, tax filings, and marketplace accounts. You can hire local accountants to continue monthly compliance, switch to another provider, or return to Tally at any time. There are no lock-in contracts, no exit fees, and no hostage situations.
Latitud's Mexico expansion: When Brian Requarth, founder of Latitud, needed to create a Mexican subsidiary for his Brazil-based LatAm startup platform, his team chose Tally. The SAPI structure was set up with proper holding company architecture for international investment. "Just created a subsidiary thanks to Tally," Requarth noted. The entity was formed, banked, and operational in under six weeks, giving Latitud a compliant presence in Mexico's $54.4 billion ecommerce market without redirecting internal legal resources.
Frequently Asked Questions
Can a foreigner own 100% of a Mexican company?
Yes. Mexican law allows foreigners to own 100% of most business types, including the S de RL de CV. You do not need a Mexican partner. However, you do need at least two partners (socios), which can be two foreign individuals or a foreign individual and their holding company.
How long does it take to form a company in Mexico?
With Tally Global, entity formation takes 4-6 weeks from document submission to RFC + eFirma. Banking opens in parallel at 2-4 weeks. DIY formation typically takes 6-12 months due to bureaucratic delays and unfamiliarity with the process.
Do I need to travel to Mexico to form a company?
No. The entire process is completed remotely. Documents are signed via DocuSign, and Tally's Mexico City team handles all in-person requirements including notarization and government filings.
What is an S de RL de CV?
An S de RL de CV (Sociedad de Responsabilidad Limitada de Capital Variable) is the Mexican equivalent of a US LLC. It provides limited liability, flexible ownership, and simpler governance than an SA or SAPI. It is the most common structure for foreign ecommerce sellers in Mexico.
How much does it cost to form a company in Mexico?
With Tally, entity formation is included in monthly plans starting at $588/month. Government fees (notary, Registro Publico) add approximately $800-$1,500. DIY formation costs $3,000-$5,000+ in professional fees and takes 3-4x longer.
What is the difference between S de RL, SA, and SAPI?
S de RL de CV is similar to a US LLC, best for most ecommerce sellers. SA is a traditional corporation for larger companies. SAPI is designed for VC-backed startups with investor governance needs. Roughly 85% of Tally's clients choose the S de RL de CV.
Do I need a Mexican partner to start a business?
No. You do not need a Mexican national as a partner. Mexican law requires at least two partners for an S de RL de CV, but both can be foreign individuals, or one can be your existing holding company.
What is an RFC and why do I need one?
An RFC (Registro Federal de Contribuyentes) is Mexico's tax ID, equivalent to a US EIN. You need it to open a bank account, register on Amazon Mexico or Mercado Libre, issue invoices (CFDI), and file taxes. Without an RFC, your entity cannot operate.
What happens if I stop using Tally?
You keep everything: the entity, bank accounts, RFC, eFirma, import permits, and marketplace accounts. Tally transfers all credentials and documentation. There are no lock-in contracts and no exit fees.
What is a prestanombre and why should I avoid using one?
A prestanombre is a "name lender," a Mexican national who holds assets in their name on your behalf. This is legally risky, potentially criminal, and gives the prestanombre legal ownership of your assets. Disputes are common and recovery is difficult. Always form your own entity in your own name.