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Creation Of The Unipersonal Company In Mexico

Author:Ms Yazbek Taja
Profession:Rivadeneyra, Treviño & de Campo, S.C.


This article will explain:

The principle aims of creating a unipersonal company in


How the entity has already developed in other countries.

The definition of a unipersonal company, and how it differs

from a public corporation.

What benefits it could bring for Mexicans and foreigners, and

how these benefits will be fully realised.

Brief background

The creation of a unipersonal company in Mexico is currently in

the proposal stage. It was approved by the Cámara de

Diputados (Chamber of Representatives) in February 2008, and

could potentially be set in law within a year.

The Ley General de Sociedades Mercantiles (General Law

of Commercial Corporations) regulates business enterprises in

Mexico. One of the law's requisites is that all companies

comprise at least two partners or shareholders.

With the aim of boosting the economy, on 27th March 2008 the

Cámara de Diputados approved the potential

formation of the unipersonal company, which will have only one

partner or shareholder. Its creation will represent a complete

upheaval of Company Law in Mexico.

Origin of the unipersonal company, and its development in other


Several European countries have already adopted various legal

stances with regard to the unipersonal company, and the creation of

this entity in Mexico aims to bring our legislation into line with

those of other countries.

In Europe; Germany, Portugal, Sweden, Holland, Denmark,

Luxembourg, Belgium, Spain and Italy have adopted the unipersonal

company within varying legislative guises. In Latin America;

Argentina, Brazil, Chile, Paraguay and Columbia have also

integrated unipersonal companies into their legal systems.

Reasons for creating a Unipersonal Company in Mexico

The principal reason for creating a unipersonal company in

Mexico is to incentivise individual professional activities and to

avoid single individuals forming commercial entities which they

disguise as "companies". (It is common that

businesspeople enlist the legal involvement of a relative or third

party so as to accord with the current law. However, the third

party often has no real involvement in the business.)

Over the years, changes in Mexican legislation have reduced the

number of partners or shareholders required to create a commercial

company. This has led to increased investment in small businesses,

increased self-employment and greater economic development. It is

expected that the creation of a unipersonal company will build on


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