Canadian companies established in Mexico (by constitution or association) with foreign investment participation must be registered with the National Registry of Foreign Investment (“RNIE”) and comply with certain obligations.
The Regulation of the Foreign Investment and National Registry of Foreign Investments Law (“RLIE”), as well as to the corresponding General Resolutions issued by the National Commission of Foreign Investment (“CNIE”), establish terms and conditions for compliance with the said obligations.
In essence, the obligations are the following:
1. ANNUAL ECONOMIC REPORT
The obligation to file an annual economic report before the RNIE will be triggered should those with such duty reach at the relevant fiscal year an amount equal or higher to that provided by the CNIE, of $110,000,000.00 (one hundred and then million pesos 00/100 MXN), on at least one of the following headings: Total Assets (initial and/or final), Total Liabilities(initial and/or final), Income (whether in Mexico or abroad) or Outcome (whether in Mexico or abroad).
The annual economic report shall be filed in accordance with the following calendar scheduled according to the first letter of the corporate name of those with such filing obligation:
From letters A to J, in April every year, and
From letters K to Z, in May every year.
2. QUARTERLY REPORT
The obligation to file a quarterly report before the RNIE will be triggered should those with such duty reach an amount equal or higher to the amount fixed by the CNIE, that is $20,000,000.00 (twenty million pesos 00/100 MXN), in any of the following three scenarios:
1. When new contributions are made or such contributions are withdrawn, as long as they do not affect the capital stock of the company; or
2. When the last fiscal year has retained earnings and disposition of accumulated retained earnings; or
3. When there are payable or receivable loans with any subsidiary which is a resident abroad, with the holding company which resides abroad, with foreign investors who reside abroad and who participate as partners or shareholders, and with foreign investors who reside abroad and who are part of the corporate group to which the individual, foreign entity or Mexican company which files the report, belongs to.
The quarterly report shall be filed within the ten (10) business days following the end of each quarter.
3. QUARTERLY MODIFICATION NOTICE
The quarterly compliance duties include an obligation to keep corporate information updated, in the following cases:
1. Every modification to the corporate name, tax address, and corporate purpose or scope, shall be notified without exception.
2. The change to the capital stock (increases or reductions) and changes related to the capital structure shall be filed in the event, that the change is equal to or exceeds an amount of $20,000,000.00 (twenty million pesos 00/100 MXN). Changes to the capital structure must attach supporting documentation, which shows the amount of the operation (for example, agreements).
The notices shall be filed in a quarterly manner within the ten (10) business days following the end of each quarter.
Article 32 of the Foreign Investment Law provides the registration obligation before the RNIE.
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