On March 14th, 2016, the Ministry of Economy (the "Economy Ministry") published in the Federal Official Gazette a Presidential Decree amending and adding several provisions of the General Law of Commercial Companies, for the purpose of including Simplified Stock Companies ("S.S.C.") as a new company regime, described as follows:
- A S.S.C. may be incorporated by one or more individuals, who may not be simultaneously shareholders of other commercial companies, if their interest in such companies allows them to have control over the company or its management. Likewise, individuals must have a valid advanced electronic signature ("FIEL");
- Shares will be of equal value and will confer the same rights to each shareholder;
- The annual income of a S.S.C. may not exceed $5,000,000.00 Pesos (five million pesos 00/100 Mexican currency), amount that will be updated on a yearly basis by the Economy Ministry. If a S.S.C. exceeds the annual income threshold or intends to change its form of management, it will have to be converted into another type or commercial company. If the transformation does not takes place, the shareholders will be jointly and severally liable before third parties for any liability incurred;
- A S.S.C. will be incorporated through an electronic system implemented by the Economy Ministry for this purpose, in which (i) for each S.S.C. a file will be opened; (ii) the articles of incorporation will be electronically generated; (iii) and will be sent electronically to the Public Registry of Commerce for registration. Therefore, incorporation through public instrument will not be required.
- The corporate name shall be formed freely, different to any other commercial company. The corporate name will always be followed by the words Simplified Stock Companies or its abbreviation "S.S.C.";
- The management of the S.S.C. will be entrusted to a Sole Director, who must be shareholder of the S.S.C.;
- The provisions of the General Law of Commercial Companies applicable to the stock corporations will also be applicable to a S.C.C., as well as the provisions regarding mergers, transformation, split-off, dissolution and liquidation; and
- A S.S.C. will become effective on September 2016 (six months after its publication date). Because of this, the Economy Ministry must enable the Electronic System, and if applicable, issue and publish the general guidelines for its day to day operation.