Liquidation & Dissolution in Mexico
Formally dissolve and liquidate your Mexican entity, with SAT, RFC, and RNIE obligations closed correctly so directors and shareholders stay protected.
Liquidation Timeline
6-12 months
Tax ID
RFC
Primary Registry
Public Registry of Commerce
Liquidation & Dissolution in Mexico: What You Need to Know
Liquidating a company in Mexico requires two formal phases under the Ley General de Sociedades Mercantiles: dissolution and liquidation. The shareholders' assembly resolves to dissolve the company and appoints a liquidator in the same act, and the minutes must be notarized and registered with the Public Registry of Commerce. The liquidator then settles pending operations, collects receivables, pays creditors, and prepares a final liquidation balance sheet for shareholder approval. SAT requires a formal notice at the start of liquidation, a final tax return once operations conclude, and a separate RFC cancellation request once the registry step is complete. Foreign capital registered with the RNIE at formation must be deregistered within 40 business days of the closing assembly. A straightforward liquidation typically takes 6 to 12 months, longer if SAT opens an audit on the final returns.
Key Requirements
Two-phase process: a shareholders' assembly resolves the dissolution and appoints a liquidator in the same notarized act, followed by a separate liquidation phase to settle the company's affairs
Registration of the dissolution and liquidator appointment with the Public Registry of Commerce before the liquidator can act
A final liquidation balance sheet prepared by the liquidator and approved by shareholders, showing all assets, liabilities, and the proposed distribution
Publication of the final balance sheet through the Ministry of Economy's electronic system, giving creditors the opportunity to object before assets are distributed
A formal notice of the start of liquidation filed with SAT, followed by a final tax return once operations conclude
Cancellation of the RFC (aviso de cancelación por liquidación total del activo), which requires proof of registry completion, the liquidator's identification, and a clean SAT compliance opinion with no open audits or debts
Deregistration of any RNIE foreign-investment registration within 40 business days of the assembly that approves the final balance
Common Challenges
Informally winding down does not end SAT's authority
Simply stopping operations without completing the formal liquidation does not end the company's tax exposure. SAT retains audit and collection authority over an inactive entity, and liquidators can be held personally, jointly liable for taxes owed before or during their term.
Employee severance is mandatory, not just paperwork
Closing the business is treated as an employer-initiated termination under Mexican labor law, triggering full statutory severance (three months' salary plus 20 days per year worked and seniority premium) on top of ordinary accrued benefits. This must be settled with every employee, separately from the SAT and registry filings.
The RNIE deadline carries the same daily penalty as at formation
Deregistering foreign capital from the RNIE within 40 business days of the closing assembly is easy to miss during a liquidation that otherwise takes many months. Missing it triggers the same per-day UMA penalty that applies to late formation filings.
How NavviPal Helps
Coordination of the dissolution assembly, liquidator appointment, and Public Registry of Commerce filings in the correct sequence
Preparation and publication of the final liquidation balance sheet, and management of the creditor objection period
Handling of SAT's liquidation notice, final tax return, and RFC cancellation, including resolving any open compliance items first
RNIE deregistration and employee severance calculations handled within their respective deadlines, so directors and shareholders stay protected
More on Mexico
Explore related services and topics for Mexico.
Ready to manage Liquidation & Dissolution in Mexico?
NavviPal handles every step so you can focus on building your business, not navigating bureaucracy.