The SAS are: Companies by Simplified Variable Capital Shares (S.AS. of CV) and one of its main characteristics is to be a Social Contract, which is signed electronically before the Ministry of Economy. We will review your details in two installments.
A SAS can be constituted as a company , if desired, with only one partner. The requirements to be covered for its constitution are:
- That there is one or more shareholders.
- That the shareholder or shareholders have their consent to form a Simplified Shares Company.
- That one of the shareholders has the authorization to use the denomination issued by the Ministry of Economy.
- All shareholders have an advanced electronic signature certificate recognized by the Ministry of Economy.
- That the partners of the legal entity and the legal representative are registered and active in the Federal Taxpayers Registry (RFC).
- That the partners of the legal entity and the legal representative have their Certificate of e.firma.
Once you have the social contract with the Ministry of Economy, you must schedule, directly on the SAT portal, an appointment for Moral Person Registration.
In any case, individuals may be simultaneously shareholders other corporation, or have direct or indirect interference by controlling two or more companies or group of people, according to the following:
a) Impose, directly or indirectly, decisions in the general shareholders’ meetings, of partners or equivalent bodies, or appoint or dismiss the majority of the directors, managers or their equivalents, of a corporate entity.
b) Maintain the ownership of rights that allow, directly or indirectly, to exercise the vote in respect of more than fifty percent of the capital stock of a corporate entity.
c) Direct, directly or indirectly, the administration, strategy or main policies of a moral person, either through the ownership of securities, by contract or in any other way.
The moral pe rsonas , registered before the SAT as SAS, must submit periodic declarations, issue Digital Tax Vouchers by Internet (CFDI) for the acts or activities that they carry out, for the income they receive, that they have opened an account in their name in the entities of the financial system or in savings and loan cooperative societies, in which they receive deposits or carry out transactions subject to being subject to contributions, must request their registration in the RFC, provide information related to their identity, their address and, in general, about your fiscal situation.
Likewise, they will be obliged to show the RFC their fiscal domicile ; in case of change of fiscal domicile they must present the corresponding notice within the ten days following the day in which said change takes place, unless the taxpayer has been started faculties of verification and the resolution has not been notified, in which case must submit the notice prior to said change five days in advance.
The tax authority may consider the taxpayer’s tax domicile, when the one stated in the requests and notices, does not correspond to any of the assumptions of said precept. The legal entities that must submit periodic declarations or that are obliged to issue tax receipts for the acts or activities they perform or for the income they receive, must request their certificate of advanced electronic signature.
In the event that the taxpayer presents the notice of change of address and is not located in the latter , the notice will not have legal effects. The SAT, through rules of a general nature, may establish simplified registration mechanisms for the RFC, taking into account the characteristics of the taxation regime of the taxpayer.
Likewise, they must request their registration in the RFC and their advanced electronic signature certificate , as well as present the corresponding notices, the legal representatives and the shareholders and shareholders of the SAS.
The legal persons whose partners or shareholders must register according to the previous paragraph, shall record in the book of partners and shareholders the RFC key of each shareholder and shareholder and, in each meeting minutes, the key of the shareholders or shareholders who attend the meeting. same To do this, the SAS, will ensure that the record provided by the partner or shareholder agrees with the one that appears on the respective card.
The legal entities constituted as SAS , can register in the RFC through the Portal Your Company, complying with the established in the file of procedure 235 / CFF “Application for Registration in the RFC by Companies for Simplified Shares”, contained in the Annex 1-A.
Once the registration in the RFC is concluded, the aforementioned companies will be able to process their e.firma certificate through the aforementioned Portal, complying with what is established in the processing form 236 / CFF “Request for the generation of e.firma for Companies for Simplified Shares “, contained in Annex 1-A.
For the constitution of the SAS, will be made through electronic system , under the Ministry of Economy and will be carried by digital means through the computer program established for this purpose, whose operation and operation will be governed by the general rules for such emitted by the Secretariat itself.
The constitution procedure will be carried out in accordance with the following bases:
I. A folio will be opened for each constitution.
II. The shareholder (s) will select the clauses of the bylaws that the Secretary of Economy makes available through the system.
III. A social contract will be generated for the incorporation of the simplified stock company electronically signed by all the shareholders, using the current electronic signature certificate, which will be delivered digitally.
IV. The Ministry of Economy will verify that the social contract of the constitution of the company complies with the provisions of the General Law of Commercial Companies (LGSM) and, if appropriate, will send it electronically for registration in the Public Registry of Commerce.
V. The system will digitally generate the registration form for the simplified corporation in the Public Registry of Commerce.
SAW. The use of public notaries is optional.
VII. The existence of the simplified joint stock company will be proved by the social contract of incorporation of the company and the registration form in the Public Registry of Commerce.
VIII. The shareholders requesting the constitution of a simplified stock company will be responsible for the existence and veracity of the information provided in the system. Otherwise, they will be liable for any damages that may arise, without prejudice to the administrative or criminal penalties that may apply.
IX. The others that are established in the rules of the electronic constitution system.
It is important to mention that, the social statutes of SA S, should only contain the following requirements:
- Name of the shareholders
- Address of the shareholders
- Federal Register of Shareholders’ Taxpayers
- E-mail of each of the shareholders
- Domicile of the company
- Duration of the company
- The form and terms in which the shareholders are obliged to subscribe and pay their shares
- The number, nominal value and nature of the shares in which the share capital is divided
- The number of votes that each of the shareholders will have by virtue of their actions
- The object of the society
- The form of administration of the company
The shareholder or shareholders will be jointly liable with the company, for the commission of conducts sanctioned as crimes.
The contracts concluded between the sole shareholder and the company must be registered by the company in the electronic system established by the Ministry of Economy in accordance with the provisions of article 50 Bis of the Commercial Code.
All the shares must be paid within the term of one year, counted from the date on which the company is registered in the Public Registry of Commerce. When the entire share capital has been subscribed and paid, the company must publish a notice in the electronic system established by the Ministry of Economy in terms of the provisions of article 50 Bis of the Commercial Code.
The Shareholders’ Assembly is the supreme organ of the SAS and is composed of all the shareholders.
The resolutions of the Shareholders Assembly shall be taken by majority vote and it may be agreed that the meetings are held in person or by electronic means if an information system is established. In any case, a record book of resolutions must be kept.
In the delivery of tomorrow we will deal with the rules that must be followed when the SAS is integrated by a single shareholder. Do not miss it!