Legal entities that do not have updated the information of their partners or shareholders must submit the Notice, for unique occasion, no later than June 30, 2020, reporting the shareholding structure that they currently have as stated by the Forty-sixth transitory article of the MTR.
Comments
We consider that the aforementioned provisions lack of certainty since they do not consider legal entities that have not undergone modifications or additions of partners or shareholders since their establishment or in which the legal entities shares’ are placed among many investors through the Mexican Stock Exchange.
Likewise, we consider that this Notice represents a new obligation as of 2020 fiscal year, and does not replace the Report that must be submitted by legal entities no later than the following March after the close of each fiscal year regarding the partners, shareholders or associates, residents abroad, indicating their domicile, tax residence and tax identification number (TIN) in accordance with article 27, section A, last paragraph of the FTC. In case of partners or shareholders residing abroad who are not obliged to register before the FTR a generic TIN must be specified in such Report as provided under the rule 2.4.5. of the MTR.
Moreover, it is necessary to reminder that as of December 15, 2018, any modification or additions of shareholders in a Inc. or members of an LLC must be reported through a notice that is submitted in the Electronic System of Companies Publications’ of the Ministry of Economy in accordance with the provisions set forth in articles 73, second paragraph, 129, second paragraph of the General Law of Mercantile Companies and 50 Bis of the Commercial Code, therefore, it is essential to always keep updated the records of the Meetings books, Shares Registry books and Variations of Capital books and writing down the TIN of the shareholders or members.
Recommendations
In the 2020 fiscal year, it will be the first time that the Partners or Shareholders Update Notice must be filed, therefore, regardless of whether or not there are modifications or additions to the shareholding structure of the legal entity in question, we suggest to submit such Notice in order to avoid a fine for its omission but, above all, to avoid the temporary restriction of digital seal certificates for the issuance of e-invoice, situation that would totally paralyze the activities and operations of the legal entity.
If you have any questions regarding the foregoing, please do not hesitate to contact us.
Mexico City, June 22, 2020
