Published
September 8, 1998
Compiled
October 1998
By
Foreign Tax Law, Inc.
PO
Box 2189
Ormond
Beach, Florida 32175-2189 USA
Tel.
(904) 253-5785
Fax
(904) 257-3003
E-mail:
ftlp@foreignlaw.com
Web site: http://www.foreignlaw.com
DISCLAIMER:
Though every effect has been made to present the legal texts and information
accurately, due to the nature and scope of the material, we cannot be liable
for errors, omissions or other problems in the texts. The material offered
herein is not a substitute for competent legal assistance by a licensed attorney
of the jurisdiction in question.
REGULATION OF THE FOREIGN INVESTMENT LAW
TITLE TWO. ACQUISITION OF REAL ESTATE,
EXPLOITATION OF MINES AND WATERS AND TRUSTS
Chapter I. The Acquisition of Real
Estate
Chapter II. Trusts on Real Estate
in the Restricted Zone
TITLE FOUR. INVESTMENTS OF FOREIGN
LEGAL PERSONS
TITLE FIVE. NEUTRAL INVESTMENT
Chapter I. Neutral Investment Represented
by Instruments Issued by Fiduciary Institutions
Chapter II. Neutral Investment Represented
by a Special Series of Stocks
Chapter III. Neutral Investment Made
by International Financial Companies for Development
TITLE SIX. THE NATIONAL COMMISSION
OF FOREIGN INVESTMENTS
TITLE SEVEN. NATIONAL REGISTER OF
FOREIGN INVESTMENTS
Chapter I. Organization and Functioning
and Registrations in General
Chapter II. Registration of Foreign
Individuals and Legal Persons and Mexican Companies
Chapter III. Registration of Trusts
Chapter IV. Provisions Common to the
Register
TITLE EIGHT. COMPLEMENTARY PROVISIONS
For
the purposes of this Regulation, in addition to that which is established
in article 2 of the Foreign Investment Law, the following
definitions shall be understood:
I. Reserved activities: activities
considered in articles 5 and 6 of the Law;
II. Specifically regulated activities:
those subject to maximum limits of foreign investment participation in the
terms of the Law and the applicable legislation;
III. Law: the Foreign Investment Law;
IV. Foreign capital majority: participation
of foreign investment at more than 49% of the capital stock of a company;
V. Participation of foreign investment
in the capital stock: the percentage of foreign investment in the capital
stock of a company, calculated in relation to the total stocks or shares that
are not considered as neutral investment, including stocks or shares subject
to a trust (fideicomiso);
VI. General Resolutions: criteria for
the application of the legal and regulatory provisions on foreign investment
that the Commission shall issue, and
VII. Companies: civil, mercantile or
any other type of legal persons formed pursuant to Mexican legislation.
For
purposes of that which is established in the First
Title of the Law, the following shall be effective:
I. The following shall be excluded:
a) From item I of article 5, activities relative to transportation, warehousing
and distribution of gas other than liquid petroleum, in terms of that which
is provided in the Law Regulating Constitutional Article 27 in the Field of
Petroleum;
b) From item III of article 5, activities mentioned below, in the terms of
that which is provided in the Law on the Public Service of Electricity:
1. Generation
of electricity for self-supply, co-generation or small production;
2. Generation
of electricity carried out by independent producers for sale to the Federal
Electricity Commission;
3. Generation
of electricity for its export, derived from co-generation, independent production
and small production;
4. Import of
electricity by individuals or legal persons, intended exclusively for self-supply
for their own use, and
5. Generation
of electricity intended for use in emergencies originating from interruptions
of the public service of electricity.
c) From item X of article 8, in the terms of that which is provided in
the Law Regulating Constitutional Article 27 in the Field of Petroleum, the
construction, operation and ownership of ducts, installations and equipment,
relative to the transport and distribution of natural gas;
II. In item II of article 5, the following form basic petrochemicals, in
the terms of the provisions of the Law Regulating Constitutional Article 27
in the Petroleum Branch:
a) Ethane;
b) Propane;
c) Butane;
d) Pentane;
e) Hexane;
f) Heptane;
g) Raw material for lampblack;
h) Napthas, and
i) Methane when derived
from hydrogen carbide, obtained from wells located in national territory and
used as a raw material in petrochemical industrial processes, and
III. Series "T" stocks to
which article 7, item III, letter r) refers shall
represent exclusively the capital contributed for agricultural livestock or
forestry lands, or for the acquisition thereof, in the terms of the provisions
of the Agrarian Law.
The
system of participation to which article 9
of the Law refers shall be applied to:
I. The acquisition of stocks or shares
of companies already formed, and
II. Companies that do not carry on
reserved activities or activities subject to specific regulation. In the case
of companies that carry on such activities, the rule shall be as provided
in the Law.
In
any of these cases, the total value of the assets shall be the value up-dated
for inflation that they hold, pursuant to the principles of generally accepted
accounting practices, on the date of filing of the corresponding application.
The Commission shall determine the amount to which the cited article 9 of the Law refers, by means of a General
Resolution.
Public
notaries before whom legal acts are formalized, for those for which permits
are required to which articles 11, 15 and 16 of the
Law refer, must require the corresponding permit prior to authorizing
the respective instrument or, in the case of an implied affirmative having
been produced by means of a General Resolution, the voucher to which article
17 of the Federal Law of Administrative Procedure makes reference.
Public
notaries before whom the acquisition of real estate is formalized to which
article 10A of the Law refers, must demand the
corresponding permit prior to the authorization of the respective instrument.
When
the permit is not available because of being subject to the cases to which
the second paragraph of article 10A of the
Law makes reference, public notaries must require that a foreigner give
evidence of filing the writ to which article 8
of this Regulation refers before the Minister of Foreign Relations and record
in the corresponding instrument that the implied affirmative has been produced
in the terms of said disposition, prior to the authorization of the public
instrument,.
In
the case of the situation provided in the last paragraph of article
10A of the Law, public notaries must require, prior to authorization of
the public instrument, that a foreigner assures that the convention to which
item I of article 27 of the Political Constitution of the United Mexican States
makes reference has been filed, as well as to assure that the general agreements
dealt with cover the situation, and so record it in the instrument.
For
purposes of that which is established in the Second
Title of the Law, real estate for residential purposes is that which intended
exclusively for housing for the use of the owner or third parties.
The
following, inter alia, shall be considered as real estate intended for the
carrying on of non-residential activities:
I. That which is intended for time
sharing;
II. That which is intended for any
industrial, commercial or tourist activity and is simultaneously utilized
for residential purposes;
III. That which is acquired by credit
institutions, financial intermediaries and auxiliary credit organizations
for the recovery of debts in their favor derived from transactions proper
to their objective;
IV. That which is utilized by legal
persons for the fulfillment of their business purpose, consisting of the disposal,
urbanization, construction, division and other activities included in the
development of real estate projects, until the moment of their marketing or
sale to third parties, and
V. In general, real estate intended
for commercial, industrial, agricultural, livestock raising, fishing, forestry
and for the rendering of services.
In
case of doubt on whether a real estate property is located outside or within
the restricted zone, the Minister of Foreign Relations shall resolve the question
after consulting the National Institute of Statistics, Geography and Informatics.
For
purposes of the provisions in articles 10,
item I and 16, last paragraph of the Law, the notice that
the interested parties must give to the Minister of Foreign Relations shall
contain:
I. The location and description of
the real property;
II. A clear and precise description
of the uses to which the real property in question shall be intended, and
III. A simple copy annexed of the public
instrument on which the formalization of the acquisition is recorded.
In
the terms of the provisions in article 10A
of the Law, in order that foreign individuals and legal persons may accede
to the ownership of real estate located outside of the restricted zone, or
obtain concessions for the exploitation of waters in national territory, they
must:
I. Agree upon in writing before the
Minister of Foreign Relations that which is provided in item I of Constitutional
article 27, in relation to the concessions or real estate in question, stipulating
in the latter case, the form and percentage of acquisition;
II. Confirm the legal capacity of the
applicant. Individuals, if applicable, must confirm their legal standing in
the country and the immigration position that permits them to carry out the
legal act in question in the terms of the law regarding the matter. In the
case of legal persons, their legal existence must be confirmed by means of
the presentation of the documents provided in item I of article
21 of this Regulation or by means of the presentation of a copy of the
authorization to which article 17 of the Law
refers.
The documents mentioned in the preceding
paragraph must be legalized before a Mexican Consul or, when applicable, annotated
in accordance with the Decree to Promulgate the Convention by which the Requirement
of Legalization of Foreign Public Documents is Repealed. The documents that
are presented in a language other than Spanish must be accompanied by their
translation made by an expert translator;
III. Attach, if applicable, an annex
that shall contain the surface measurements and boundaries of the property,
and
IV. Pay, if applicable, the duties
established in the Federal Duties Law.
In
order to conclude the agreement to which item I of article 27 of the Political
Constitution of the United Mexican States refers, through a legal representative,
the latter must be granted a special power of attorney, expressly determining
in one of its clauses the agreement and the waiver to which said constitutional
provision refers, or a general power of attorney for acts of ownership that
satisfies the requirements established by the applicable legislation.
Concessions
for the exploration and exploitation of mines shall be governed by that which
is provided in the legislation on the matter and its regulation.
Applications
that credit institutions file through their trust delegate in order to obtain
the permit to which article 11 of the Law
refers, must contain:
I. Name and nationality of the trustors;
II. Name of the credit institution
that shall function as the fiduciary;
III. Name and nationality of the trustee
and, if applicable, of the trustees in second place and the deputy trustees;
IV. Duration of the trust;
V. Use of the real estate;
VI. Description, location and surface
area of the real estate subject to the trust, and
VII. Distance of the real estate in
respect to the Federal Maritime Terrestrial Zone.
The
application must be accompanied by an annex that shall contain the measures
and boundaries of the real estate.
In
the case of foreign individuals or legal persons, the Minister of Foreign
Relations shall grant the permits to which article
11 of the Law makes reference, when the petition complies with that which
is provided in the preceding article and when the real estate subject to the
trust is intended for:
I. Industrial parks and divisions;
II. Hotels and motels;
III. Industrial ships;
IV. Commercial centers;
V. Research centers;
VI. Tourist developments, provided
that they do not contain real estate intended for residential purposes;
VII. Marine tourism;
VIII. Wharves and commercial and industrial
installations established therein, and
IX. Establishments engaged in the production,
transformation, packing, conservation, transport or warehousing of agricultural,
silviculture, forestry and fishing products.
Trust
contracts that are constituted under the permits provided in article 11 of the Law must be subjected to the
following conditions:
I. That the respective public instrument
establishes that the foreign trustees should agree to be considered as Mexicans
in respect to their rights as trustees and that they should not invoke the
protection of their governments in that matter, under the penalty of losing
said rights to the profit of the Nation, in case of doing so;
II. That during the entire duration
of the trust the fiduciary institution shall keep the ownership of the real
estate in trust without conceding the real rights to the trustees;
III. That the fiduciary institution
shall file a report on authorized trusts in case of fiduciary substitution
with the Minister of Foreign Relations, no later than during April of each
year, as well as a report on the designation of substituted trustees or assignment
of trustee rights in favor of foreign individuals or legal persons, or of
Mexican companies with a clause admitting foreigners, in the case of real
estate acquired for residential purposes;
IV. That the trustees shall be obligated
to report to the fiduciary institution on the fulfillment of the purposes
of the trust, and that the latter shall be obligated to report to the Minister
of Foreign Relations on the particular, when required thereby, provided that
reasons exist that might suppose non-compliance with the conditions under
which the permit was granted;
In case of non-compliance or violation
of any of the conditions established in the corresponding permit, the fiduciary
institution shall have a period of 60 working days to remedy or correct them,
as from the date of notification by the Minister of Foreign Relations of said
irregularities; otherwise, one should proceed in the terms of item VII of
this article;
V. That the fiduciary institution shall
obtain a permit provided by the Minister of Foreign Relations in the case
of increase of the substance and change of the purposes of the trust;
VI. That the fiduciary institution
shall be bound to notify the dissolution of the trust to the Minister of Foreign
Relations, within the 40 working days following its date of extinction, and
VII. That the parties in the contract
shall be bound to extinguish the trust upon petition of the Minister of Foreign
Relations, within a period of 180 days from the date of notification of the
requirement, in case of non-compliance or violation of any of the conditions
established in the corresponding permit.
The
permits to which article 11 of the Law
refers shall not exempt anyone from compliance with the plans and programs
of urban development and ecological ordinances of the locality in which the
real estate is located, nor the criteria of sustainment of the environmental
policy.
For
the purposes of article 13 of the Law,
the interested parties, through the fiduciary institutions, must apply for
the extension of the duration of trusts before the Minister of Foreign Relations,
within the 90 working days prior to the extinction of the contract. The extension
shall be granted provided that the conditions to which the preceding article
refers continue and have been fulfilled.
The
permit for the formation of companies to which article
15 of the Law refers shall be granted only when the firm name or company
name it tries to utilize is not reserved by another company.
If
words or vocabulary whose use is specifically regulated by other laws are
included in the trade or firm name requested, the Minister of Foreign Relations
shall make the use of the permits conditional upon obtaining the authorizations
that said legal provisions establish.
When
the exclusion of foreigners clause has not been agreed upon in the articles
of association, an express agreement or covenant must be concluded that shall
be an integral part of the articles of association, by which present or future
foreign members of the company shall be obligated before the Minister of Foreign
Relations to be considered as nationals in respect of:
I. The stocks, shares or rights that
they acquire from said companies;
II. The property, rights, concessions,
shares or interest of which those companies are holders, and
III. The rights and obligations that
they derive from contracts in which the companies themselves are parties.
The
stipulated agreement or covenant must include the waiver to invoke the protection
of their governments, under penalty, otherwise, of losing the rights and property
that they had acquired to the profit of the Nation.
The
Minister of Foreign Relations shall grant the permit for the change of trade
or firm name to which article 16 of the Law
refers provided that, in addition to complying with the provisions in article 13 of this Regulation, the intention of the legal
person to effect the requested change is confirmed.
Permits
for the formation of companies or modification of a trade or firm name or,
if applicable, the proofs corresponding to that which is referred to in article
17 of the Federal Law of Administrative Procedure, that are not taken by the
interested parties within the 20 working days after their issue, shall remain
without effects.
Within
the 90 working days following the date on which the Minister of Foreign Relations
granted the permits for the formation of companies or modification of the
trade or firm name, the interested parties must have the instrument corresponding
to the formation or to the statutory reforms of the company in question authorized
before a public notary.
After
the aforementioned term elapses without the corresponding public instrument
having been authorized, the permit shall be without effect.
Within
the six months following the issue of the permits for the formation of companies
or change of trade or firm name to which articles
15 and the first paragraph of 16 of the
Law refers, the interested party must give notice of the use thereof to
the Minister of Foreign Relations.
In
the case of the permit for the formation of companies, the notice must specify
the inclusion of the foreigners exclusion clause in the corresponding instrument
or, if applicable, of the agreement provided in article
14 of this Regulation.
In
the case of liquidation, merger or spin-off of companies, notice must be given
to the Minister of Foreign Relations within the month following that in which
the act had been carried out.
The
interested parties may choose to file the notices through the Minister of
Finance and Public Credit, when pursuant to the fiscal provisions notices
must be filed with the Federal Taxpayers Register relative to the formation,
change of trade or firm name, liquidation, merger or spin-off of companies.
The Minister of Finance and Public Credit must deliver the information contained
therein to the Minister of Foreign Relations within the three months following
their presentation.
Editor’s
Note: The preceding paragraph shall become effective six months following
the publication of this Regulation in the Diario Oficial. The publication
date was September 8, 1998. All other provisions of this Regulation shall
be effective 20 working days after its publication.
The
Minister of Foreign Relations shall reserve to companies the exclusive use
of their trade or firm names pursuant to the permits that it grants, except
when the interested party does not comply with the provisions in the first
paragraph of the preceding article or when the corresponding company is wound
up.
The
notice of amendment of a foreigners exclusion clause for that of admission
to which the second paragraph of article 16
of the Law refers, must be accompanied by a copy of the public instrument
containing the statutory reform and which shall include the agreement to which
article 14 of this Regulation refers. The company in
question must manifest in said notice whether it owns real estate in the restricted
zone and the purposes to which such property is intended.
In
order to obtain the authorization to be established in national territory
and to habitually perform acts of trade to which article
17 of the Law refers, foreign legal persons must file a written application,
in an original and two simple copies, in which the general identification
data of the applicant are stipulated, as well as the description of the economic
activity that it is trying to develop in the country.
This
application must be accompanied by the following, in an original and simple
copy:
I. Deed, act, certificate or any other
instrument of formation, as well as the by-laws by which the legal person
is governed;
II. Power of attorney of the legal
representative granted before a public notary, and
III. Proof of payment of duties provided
in the Federal Duties Law.
When
it is necessary that the applicant obtain a favorable resolution of the Commission
in order to participate in a certain activity, said resolution must be obtained
previously and annexed to the application.
The
documents stipulated in item I and, if applicable, II, shall be returned to
the interested party, after they are compared with their simple copies, and
they must be legalized before a Mexican consul or, when applicable, annotated
in accordance with the Decree to Promulgate the Convention by which the Requirement
of Legalization of Foreign Public Documents is Repealed.
Documents
presented in a language other than Spanish must be accompanied by their translation
made by an expert translator.
For
the purposes of that which is provided in article
19 of the Law, authorization shall be required from the Minister for the
formation or amendment of any class of neutral investment trust, as well as
for the transfer of stocks thereto, regardless of the activity that the company
that is trying to place its shares in trust is engaged in. In order to obtain
this authorization, fiduciary institutions, in the first case, and companies
that are founders of trusts, in the second, must file the following, in an
original and simple copy:
I. A written application in which the
general identification data of the fiduciary institution shall be specified,
as well as, if applicable, the economic activity and shareholding structure
of the company that is trying to transfer its stocks to the patrimony of the
trust;
II. The project of the trust contract
or, if applicable, of the amendments that are trying to be carried out to
a previously authorized trust, and
III. Proof of payment of the fees provided
in the Federal Duties Law.
For
the purposes of that which is provided in article
20 of the Law, companies already formed or for being formed, regardless
of the activity that they will carry on, must obtain prior authorization from
the Minister to issue a special series of stocks with the nature of a neutral
investment. In order to obtain said authorization, companies must file the
following, in an original and simple copy:
I. A written application in which the
general identification data, corporate data and the economic activity that
the applicant company shall carry on are specified, and
II. Proof of payment of the duties
provided in the Federal Duties Law.
International
financial companies for development shall be considered as those foreign legal
persons whose primary purpose consists in encouraging economic and social
development of developing countries, through contribution of temporary venture
capital, granting of preferential financing or technical aid of various kinds.
International
financial companies for development that try to make a neutral investment
in Mexican companies, in the terms of article
22 of the Law, must be recognized by the Commission, for which they must
present:
I. A questionnaire duly requisitioned
in an original and one simple copy, which shall contain the general identification
and corporate data of the applicant;
II. A deed, act, certificate or any
other instrument of formation, as well as by-laws by which the international
financial company for development is governed;
III. Financial statements of the international
financial company for development corresponding to the last fiscal year, if
the company has been constituted for more than one year, and
IV. Financial statements projected
for three years, if the international financial company for development has
been constituted for one year or less.
The
documents that they provide from abroad must be legalized before a Mexican
consul or, when applicable, annotated in accordance with the Decree Promulgating
the Convention by which the Requirement of Legalization of Foreign Public
Documents is Repealed.
Documents
that are presented in a language other than Spanish must be accompanies with
their translation made by an expert translator.
Said
companies must obtain a favorable resolution from the Commission to participate
in the capital of Mexican companies that carry on reserved activities or activities
with a specific regulation.
In
order to obtain the favorable resolution, it shall be necessary that the provisions
in article 29 of this Regulation should be fulfilled for
each specific project.
The
Executive Secretary of the Commission shall be the public servant who appoints
the President thereof, who for the exercise of his duties shall have the help
of a Technical Secretary, a public servant appointed by him.
For
the purposes of article 25 of the Law the
public servants who are members of the Committee of Representatives must be
Deputy Ministers or their equivalent, assigned to the Ministries that shall
be members of the Commission and whose competence shall be related to the
matters in question. The appointment of the members making up the Committee
of Representatives must be notified to the President of the Commission by
the heads of the Ministries that make it up within the 30 working days following
the date of such appointment.
Matters
submitted for consideration by the Commission shall be resolved in a session
of the members thereof, or through the written opinion of each of the members
or of the Committee of Representatives. In this latter case, each one of its
members shall have five working days, from the day on which they were presented
the matters, to issue the corresponding vote. Once the period stipulated elapses
without the members of the Commission or of the Committee of Representatives
drawing up objections or issuing and communicating the corresponding vote,
it shall be considered that they have issued a favorable vote on the matters
that had been submitted for their consideration and resolution.
The
Technical Secretary of the Commission must remit a written report on the resolutions
of the matters submitted for consideration of the Commission or of the Committee
of Representatives to each one of the members thereof, within the seven working
days following the date on which the corresponding resolutions were issued.
Meetings
of the heads of the Commission may be convened by the President of said interministerial
agency or, if applicable, by its Executive Secretary. The notice of meeting
shall be made in writing, must contain the agenda and be addressed to each
member of the Commission no less than eight working days in advance of the
meeting date.
In
order for the Commission to form a quorum, at least one half of the members
must be present. If the meeting could not be held on the day established,
a second meeting notice shall be made in which that circumstance shall be
stipulated. In the meeting held upon the second notice the matters indicated
in the agenda shall be resolved, no matter how many of the members are present.
In
order that the Committee of Representatives should be considered as having
held a meeting at least one half of the representatives must be present and
decide by a majority of votes of those present. If the meeting could not be
held on the day established, a second notice of meeting shall be made stipulating
that circumstance therein. In the meeting held upon second notice the matters
indicated in the agenda shall be resolved, regardless of the number of representatives
present.
The
members of the Committee of Representatives may appoint a Director General
or equivalent as a deputy to assist at the meetings of said agency.
Once
the meeting of members of the Commission or of the Committee of Representatives
has been held, the minutes of the meeting must be remitted to each one of
the members of said agencies, within the seven working days following the
date of said meeting.
For
the purposes of the Commission resolving the applications submitted to its
consideration, the applicants must present the following before the Executive
Secretary of the Commission:
I. A written application, in an original
and one simple copy, in which the principal characteristics of the project
are described, as well as the general identification data of the applicant;
II. A questionnaire, in an original
and one simple copy, which must contain the mention of the type of project
to be carried out by the applicant and the date verifying the benefits of
the project for the economy of the country;
III. If the applicant is an individual,
an up to date curriculum or biographical resume of the foreign investor;
IV. If the applicant is a foreign legal
person, an annual report or description of the activities of the last fiscal
year;
V. If the company is already established,
the articles of incorporation and audited financial statements corresponding
to the last fiscal year;
VI. In the case of establishment of
a branch in the Mexican Republic, the articles of incorporation and by-laws
of the foreign legal person, and
VII. proof of payment of the duties
provided in the Federal Duties Law, in an original and simple copy.
In
the case of foreign companies, the articles of incorporation to which item
VI above refers must be legalized before a Mexican consul or, when applicable,
annotated in accordance with the Decree to Promulgate the Convention by which
the Requirement of Legalization of Foreign Public Documents is Repealed.
Documents
that are presented in a language other than Spanish must be accompanied with
their translation made by an expert translator.
The
Register shall be subordinate to the Minister and shall be under the direction
of the Executive Secretary of the Commission.
For
the purposes of the registrations, renewals of registration, cancellations
of registration, notices, reports and annotations provided by this Regulation,
the Register shall be divided into three sections, in which shall be recorded,
as might correspond, the persons, the companies and the trusts to which article 32 of the Law makes reference and whose
denomination shall be:
I. First Section: Foreign Individuals
and Legal Persons;
II. Second Section: Companies, and
III. Third Section: Trusts.
The
Minister may not furnish the information contained in the Register files to
third parties on the subjects recorded en particular.
Only
those who authentically confirm their legal capacity or that they have a power
of attorney of the registered subjects, of those who are obligated to be registered
or to register in the Register may consult the files in the Register in respect
of each file that they wish to consult.
Consultation
of the files shall be made on the premises of the Register pursuant to the
hours established by the Minister.
Applications,
notices and reports presented to the Register in accordance with the provisions
of this Regulation, must:
I. Be drawn up using the approved formats,
and
II. Be accompanied by verifying documentation,
which shall be laid out in the formats to which the preceding item refers.
Documents
that are presented in a language other than Spanish must be accompanied with
their translation made by an expert translator.
The
formats in which applications, notices and reports addressed to the Register
are drawn up must be presented in the Spanish language, in true form, complete
and duly requisitioned in an original and a simple copy, before the corresponding
offices for reception of documents of the Minister, the simple copy of which
will be returned to the interested party with an indication of the number
and date of presentation, as well as the stamp of the Minister. Likewise,
on the simple copy that will be delivered to the private party, shall be indicated
whether the application, notice or report was presented with or without obvious
errors or omissions.
If
the formats to which the preceding paragraph makes reference are presented
by mail, private messenger or telecopy, the simple copy mentioned in said
paragraph shall be delivered by mail.
Once
the original format to which the first paragraph of this article makes reference
is received, and as a result of a detailed analysis of that format, it is
detected that it does not contain all of the data and corresponding documents
or if any notification to the Register has been omitted, the private party
shall be required to correct the omissions or breaches within the five working
days following the notification of the corresponding requirement. If the requirement
is not fulfilled in the period mentioned, the authority shall reject the original
format and the matter dealt with shall be understood as not processed. If
the Minister does not make the requirement within the 20 working days following
the presentation of the original format, it shall be understood that the latter
was duly approved.
The
simple copy of the format to which the first paragraph of the preceding article
refers, shall be considered as a voucher of registration, renewal of a registration
voucher, cancellation of registration or conformation of a note, as the case
may be, provided that it has the stamp of the Minister, the number and date
of filing and indicates that the writ was presented without obvious errors
or omissions.
The
simple copy mentioned in the preceding paragraph shall be valid as a proof
of the procedure in question, provided and when:
I. The procedure was conducted in the
terms of article 36 of this Regulation, and
II. The corresponding original format
has not been rejected as a result of non-fulfillment of the requirements.
Registrations,
renewals of registration vouchers, cancellations of registration, notices,
reports and annotations in the Register shall proceed provided that:
I. The dispositions provided in the
Law and in this Regulation are observed and, if applicable, the corresponding
authorizations or permits are obtained;
II. The filing of the notices or reports
with the Register provided in this Regulation was not omitted;
III. They were presented in the formats
to which item I of article 33 of this Regulation
refers, completed and duly formalized, as well as with the documentation verifying
that, if applicable, the applications and notices which must be notified to
the Register are supported;
IV. The payment of the duties provided
in the Federal Duties Law was previously made, and
V. The payment of the penalty determined
in accordance with article 38 was previously made,
if applicable.
Foreign
individuals and legal persons must present their registration application
to the Register within the 40 working days following the date on which they
shall begin regularly carrying on acts of trade.
In
order to obtain their registration and keep the information presented to the
Register up to date, foreign individuals, legal persons and Mexican companies
must furnish:
I. The date on which they began regularly
carrying on acts of trade or the establishment of the branch or date of formation
and date of ingress of the foreign investment; data for determining the nationality,
origin, value and general characteristics of the investment made in the capital
or company assets; data of the legal representative; name of the persons authorized
to see and receive notifications, and data for determining the identity, economic
activity and location of the persons subject to registration.
This information must be furnished
at the time of filing the registration application and within the 40 working
days following the date on which any change in said information is produced;
II. Data for determining the value
of the receipts and disbursements derived from:
a) New contributions or
withdrawal of contributions, which do not affect the capital stock;
b) Retention of profits
of the last fiscal year and disposition of accumulated profits retained, or
c) Loans to be paid or
to be collected to: subsidiaries resident abroad; to the foreign parent company;
to foreign investors resident abroad who participate as partners or shareholders,
and to foreign investors resident abroad who are part of the cooperative group
to which the foreign individual, legal person or Mexican company filing the
report belongs.
This information must be filed within
the 20 working days following the close of each quarter. It shall be understood
that the quarters to consider are the following: January to March; April to
June; July to September, and October to December.
In the case of foreign individuals
and legal persons the information must be filed only insofar as it refers
to their operations in national territory.
The obligation to notify the Register
of amendments to which this item refers shall only be operative when the total
quarterly receipts or disbursements for the concepts mentioned are over 3,000
times the general minimum wage in force in the Federal District, and
III. Corporate data, accounting data,
financial data, employment data, production data and data relative to the
economic activity of each establishment of the person subject to registration,
as well as identification data and data on the person who may be consulted
for clarifications. The information stipulated in this item must be filed:
a) Upon delivery of their
registration application. In this case, the information must correspond to
the date on which they are obligated to be registered;
b) Within the first seven
months following the closing day of each fiscal year, in accordance to article 43 of this Regulation. In this case, the information
must correspond to the fiscal year of the immediately preceding year, and
c) In case of applying
for the registration after the expiration of the obligatory period, for each
fiscal year elapsed since the date from which they were obligated to be registered,
up to the last fiscal year concluded.
The Minister may require the presentation
of the information to which this item refers corresponding only to the last
five fiscal and business years of the foreign individuals, legal persons and
Mexican companies in question.
For
the purposes of the information to which article 38
above refers, the following definitions shall be understood:
I. Domicile:
a) In the case of the principal
office, the place or establishment in the country in which the principal administration
of the business is found; if such does not exist, the fiscal domicile;
b) In the case of the principal
plant or establishment, the place in national territory were the economic
activities are carried out fundamentally, and
II. Establishment: the place where
any economic activity is developed, there being understood as such, inter
alia, those of a commercial, industrial, forestry, poultry, agricultural,
livestock, fishing, silviculture or service nature.
Foreign
individuals and legal persons and Mexican companies registered in the Register,
must apply for cancellation of their registration if they cease to be in any
of the situations to which items I and II of article
32 of the Law makes reference, within the 40 working days following the
date on which such occurs.
In
order to obtain the registration of trusts and to maintain the information
presented to the Register up to date, fiduciary institutions must furnish
the date of conclusion of the trust deed; identification data and domicile
of the fiduciary institution and of the delegated fiduciary; the name of the
persons authorized by the fiduciary to see and receive notifications, and
the data for determining the nationality, origin, value and general characteristics
of the investment made in the country through the trust, as well as general
data on the trust deed.
The
information stipulated in the preceding paragraph must be furnished at the
time of filing the registration application and within the 40 working days
following the date on which any change to said information is produced.
Fiduciary
institutions must apply for the cancellation of the registration of trusts
if they cease to be included in the situations to which item III of article 32 of the Law makes reference, within
the 40 working days following the date on which such occurs.
Foreign
individuals and legal persons and Mexican companies to which items I and II
of article 32 of the Law makes reference, shall be
obligated to annually renew their registration voucher during the first seven
months of each year, in order to sufficiently present the information to which
item b) of item III of article 38 of this Regulation
refers, in accordance with the following calendar which is based upon the
letter with which the name, firm name or trade name of the person who presents
the report begins:
I. From A to d, during April of each
year;
II. From E to J, during May of each
year;
III. From K to P, during June of each
year, and
IV. From Q to Z, during July of each
year.
If
the information to which this article refers is presented before the month
in which it should be presented, the date of presentation shall be the first
working day of said month.
For the purposes of article 34 of the Law, public notaries must require persons obligated to be registered in the Regist