On December 9, 2019, the Mexican government published a decree (the "Decree") that, among other changes,1 amended article 27 of the Federal Tax Code (Código Fiscal de la Federación, “FTC”) to establish a new obligation for legal entities with a tax address in Mexico: the requirement to file a notice in the Federal Taxpayer Registry (Registro Federal de Contribuyentes, “RFC”) providing the name and RFC code of the partners or shareholders every time any modification is made in the capital stock of the company2.
I. Notice Filing
In accordance with Miscellaneous Tax Resolution 2.4.19, in force for fiscal year 2020, the notice must be presented within 30 business days of the capital stock being modified and be made through the electronic portal of the Tax Administration Service (Servicio de Administración Tributaria, “SAT”), in accordance with procedure 295/CFF.
The steps described in Exhibit “A” of this Legal Update must be followed3.
After following the steps in Exhibit “A”, the legal person must receive the resolution through the SAT electronic portal and, after seven business days, may check the status of the filing. This process is free, and remains in effect until the taxpayer submits a new update to the structure of the capital stock.
II. Notice Filing Before June 30, 2020
In accordance with transitory article Forty-Six of the Miscellaneous Tax Resolution, in force for the fiscal year 2020, legal entities that currently have out-of-date information on partners or shareholders in the RFC must file the aforementioned notice on or prior to June 30, 2020, providing current information as of that date.
In accordance with articles 79 section III and 80 section II of the FTC, failure to file the notice of capital update or to file it late, unless it is filed spontaneously, is sanctioned with a fine between $4,200 and $ 8,390.00 pesos. The foregoing, without prejudice to the sanctions that, where appropriate, may be imposed by the competent authorities, following the applicable procedures.
IV. Publication in the Electronic System of the Ministry of Economy
Due to the obligation described above, we recall the obligation established in articles 73 and 129 of the General Commercial Companies Law, which required publishing a notice in the electronic system of the Ministry of Economy of entries made in the shares or partners registry book. This procedure is carried out through the Commercial Companies Publications portal4.
b>Procedure to File Notice to the RFC
- Go to the SAT web page: https://www.sat.gob.mx.
- In the menu bar, click “Otros trámites y servicios.”
- Scroll down to the section “Aclaración, asistencia y orientación electrónica,” click the heading to see the options, and click “Presenta tu aclaración como contribuyente.”
- Click “EJECUTAR EN LÍNEA” (the yellow orange button).
- Enter the RFC code and password of the legal entity.
- Click “Servicios por internet.”
- Select “Aclaraciones/Solicitud.”
- Fill in the form corresponding to “Servicio de Aclaración.”
- Attach a copy of the document containing the modifications and5
- Send and receive the acknowledgment of receipt.
5. The FTC does not mention whether the documents should be protocolized. However, in accordance with procedure 295/CFF, when presenting the notice, the company must present the protocolized and digitized document stating the modifications, as well as the addition of partners or shareholders
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