Whether you are opening a restaurant in the Zona Romántica, buying commercial property, launching a rental business, or simply told by a Mexican partner that you "need a company," at some point in Puerto Vallarta you will run into Mexican incorporation. The good news: foreigners can own 100% of a Mexican company in most sectors. The catch: the obligations start the day it is formed, whether or not it is making money.
Can a foreigner really own the whole company?
Yes. In the large majority of business activities, a foreigner can hold every share of a Mexican company with no local partner required. A short list of restricted or reserved activities carries limits, so the very first step is confirming your line of business is unrestricted — before you spend anything on formation.
S.A. de C.V. vs. S. de R.L. de C.V.
Two structures cover almost every foreign-owned business in Vallarta:
S. de R.L. de C.V. (limited liability company)
Simpler, built for a small number of owners, and — importantly for Americans — often treatable as a pass-through for U.S. tax purposes, which can avoid double taxation. For an owner-run restaurant, shop or rental operation, this is frequently the better fit.
S.A. de C.V. (stock corporation)
Designed for larger ventures, outside investors, and companies that expect to bring in shareholders or issue stock. More formal governance, more flexibility to raise capital.
The decision is not just Mexican — it interacts directly with your home-country taxes. Choosing the structure that is convenient in Mexico but punishing on your U.S. or Canadian return is a costly, common mistake. This is a conversation to have with a lawyer and your accountant before you file.
What incorporation involves
- Name authorization from the Ministry of Economy — you propose names and one is approved
- Bylaws (acta constitutiva) drafted and signed before a notario público
- Tax registration (RFC) with the SAT and enrollment for electronic invoicing
- Registration in the Public Registry of Commerce and the foreign-investment registry
- A legal representative and a Mexican fiscal address
A clean company can be formed in a few weeks. Delays almost always come from documents abroad — powers of attorney, apostilles, translations — so the checklist is front-loaded on purpose.
The part owners underestimate: ongoing compliance
A Mexican company is not a "set it and forget it" asset. Once formed, it must keep formal accounting, issue and receive electronic invoices (CFDI), file monthly and annual tax returns, and maintain corporate books — obligations that continue even in months with zero revenue. Miss them and penalties, and eventually a blocked tax ID, follow.
This is why we pair incorporation with a realistic look at tax and accounting from the start. The company is easy to open; it is the monthly discipline that trips people up.
Immigration and your company
Owning shares does not require you to be a resident. But if you plan to work in the business or act as its legal representative on the ground, your immigration status has to line up. We coordinate the corporate and immigration sides together so one does not quietly invalidate the other — a frequent problem when they are handled by different people who never talk.
Frequently Asked Questions
In most sectors, yes — foreigners can hold the entire company with no Mexican partner required. A few restricted activities have limits, so we confirm your line of business is clear before you spend a peso on incorporation.
The S. de R.L. is simpler and often better for small owner-run businesses and for U.S. tax treatment, while the S.A. suits larger ventures with outside investors. The right choice depends on your ownership plans and your home-country taxes, which we review together.
A straightforward company can be formed in a few weeks once your documents and name authorization are in order. Delays almost always come from paperwork gaps abroad — we give you the exact checklist up front so nothing stalls.
A Mexican company must keep formal accounting, file monthly and annual taxes, and maintain corporate records — obligations that continue even in months with no income. This is the part owners underestimate, and the part we make sure you are set up to handle.
You can own shares without being a resident, but acting as legal representative or working in the business generally requires the right immigration status. We coordinate the corporate and immigration sides so they do not contradict each other.
Starting a business in Puerto Vallarta?
Let us pick the right structure for your Mexican and home-country taxes, incorporate cleanly, and set you up to stay compliant — so your company is an asset, not a liability.
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