Mexico: Amendments To Obligations And Filings Before The National Registry Of Foreign Investments

Last Updated: 19 June 2015
Article by Santamarina Y Steta SC

On February 23, 2015, the Ministry of Economy published certain ordinances in the Daily Gazette of the Federation (the "Ordinances"), which implement the amendments to obligations and filings before the National Registry of Foreign Investments (the "Registry") mentioned below. The Ordinances complement the amendment to the Regulations of the Foreign Investment Law and the Registry (the "Regulations"), published in the Daily Gazette of the Federation on October 31, 2014.

On February 23, 2015, the Ministry of Economy published certain ordinances in the Daily Gazette of the Federation (the "Ordinances"), which implement the amendments to obligations and filings before the National Registry of Foreign Investments (the "Registry") mentioned below. The Ordinances complement the amendment to the Regulations of the Foreign Investment Law and the Registry (the "Regulations"), published in the Daily Gazette of the Federation on October 31, 2014.

I. Applicable terms and amounts to comply with obligations before the National Registry of Foreign Investments.

Among others, by means of the amendment to the Regulations, the terms to comply with certain obligations were modified, and now the Ordinances set certain thresholds for filing the respective notices, as mentioned below:

1. Update of the information provided upon application for registration of individuals and legal entities before the Registry.

By means of the amendment to the Regulations, the update must be carried out on a quarterly basis, within the first ten business days following the closing of the quarter corresponding to the amendment (January to March, April to June, July to September and October to December).

Pursuant to the Ordinances, the notice of this update has to be filed only in the event of amendments to the name or corporate name; the economic activity; the tax domicile; the corporate capital and/or share structure, which implies a change in the participation of non-Mexican individuals or legal entities and foreign entities without legal identity, in the corporate capital, in an amount exceeding in the aggregate MX$20'000,000.00.

2. Filing of information to determine the value of certain income and expenses.

The Regulations provide that the income and expenses that shall be reported, are those arising from (a) new contributions and reserves or withdrawal thereof, not affecting the corporate capital; (b) withholding of profits corresponding to the last tax year and disposition of withheld retained profits; or (c) payable or receivable loans to the following foreign residents: (i) subsidiaries; (ii) holding company; (iii) foreign investors participating as partners or shareholders; and (iv) foreign investors who are part of the corporate group to which the person obliged to file such information belongs.

By virtue of the amendment to the Regulations, such filing shall also be made on a quarterly basis, within the ten business days following the closing of the corresponding quarter.

Pursuant to the Ordinances, the information to which this obligation refers, shall only be filed when the income or expenses exceed MX$20'000,000.00.

3. Yearly renewal of the registration.

The amendment to the Regulations provides that this renewal shall be filed in the month of April for persons whose initial letter is from letter A to letter J, and in the month of May for the persons whose initial letter is from letter K to letter Z.

In accordance with the Regulations, in order to obtain this renewal, corporate, accounting, financial, employment, production and economic activity information of the individual or entity subject to registration shall be filed, as well as identification data and data of the person who may be contacted for clarifications.

The Ordinances provide that only the individuals or entities who, during the corresponding year, had total assets, total liabilities, income (domestic or abroad) or expenses (domestic or abroad), whether initial or final, greater to MX$110'000,000.00, are obliged to renew their registration.

4. Update of trusts' information.

With respect to trusts, the amendment to the Regulations did not modify the term to comply with the obligation to update the information provided upon applying for their registration. Notwithstanding, in accordance with the Ordinances, it shall only be necessary to inform on amendments to the trust institution, the subject matter of the trust, or the trust beneficiaries, when a change in the consideration exceeds MX$20'000,000.00 is implied.

II. Filings via Internet.

Pursuant to the Ordinances, the procedures that may be filed via Internet, though the system established by the Registry (the "System"), are as follows: registration before the Registry, amendment of information previously provided to the Registry, cancellation or renewal of the registration, quarterly update of income and expenses data, notices by public attesters, requests for extensions of terms, review of files of the Registry, and consultation in foreign investment matters and issuance of certified copies (only with respect to procedures before the Registry). The System shall provide electronic acknowledgements of receipt with respect to procedures carried out through it.

The individuals that shall carry out filings through the System, shall request their registration in such System, providing, among others, their name and last name, an e-mail address for purposes of notifications and a password, and shall accept the terms and conditions for the use of the System. Thereafter, such individuals shall evidence their authority to file procedures before the Registry that have been granted by individuals or legal entities, foreign or domestic, and trust institutions obliged to carry out procedures before such Registry ("Obligors"), as appropriate. The individual that intends to evidence such authority has to have an Advanced Electronic Signature issued by the Tax Administration Service and an electronic version of the document in which his or her authority is evidenced.

The System allows to apply for (i) the registration of Obligors before the Registry, through the System, and (ii) the link of Obligors previously registered with the Registry, with an account in the System, in order to, in both events, file procedures before the Registry, after the registration.

III. Modifications to formats.

The Ordinances modified certain formats used to carry out physical filings before the Registry, and a couple of formats were deleted, whose filings were consolidated in some of the modified formats.

IV. Regularization Program.

By means of the amendments to the Regulations carried out in 2014, a regularization program was implemented, which shall be in force until April 28 of this year. Such program allows individuals and legal entities having "pending obligations in connection with the National Registry of Foreign Investments", to get up to date paying the minimum applicable fine for each late notice, equal to MX$2,103.00. Such pending obligations refer to notices before the Registry related to registration applications, cancellations of registration, yearly economic reports, amendments of information previously provided to the Registry, and quarterly notices.

Upon conclusion of the regularization program, that is, after April 28 of this year, late filing of such notices shall imply the imposition of fines of up to MX$7,010.00, for each late notice.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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