Setting up a company in Rosarito as a foreigner

S. de R.L., S.A. or S.A.S.: which one fits?

All three are governed by the Ley General de Sociedades Mercantiles (LGSM). In all three, each owner is liable only up to what he or she contributed (LGSM Arts. 58, 87 and 260). The letters C.V. (capital variable) added to the name let the company raise or lower its capital without amending the bylaws each time (LGSM Art. 213).

For a foreign owner the S.A.S. is usually impractical: every shareholder must be an individual who signs online with a Mexican e.firma, which requires an RFC (LGSM Arts. 260 and 262), and missing its annual financial report two years in a row leads to dissolution (Art. 272). The S. de R.L. suits a closely held business whose partners want to approve who comes in; the S.A. suits plans to bring in investors.

Estimates only. Final amounts are set by each office, bank, notary or provider at the time of payment.

Can a foreigner own 100% of a Mexican company?

Yes, in most activities. Foreign investment may hold any percentage of a Mexican company's capital except where the Ley de Inversión Extranjera (LIE) says otherwise (Art. 4).

Every company's bylaws must contain either a foreigners' exclusion clause or the convenio de extranjería (LIE Art. 15). Under the convenio, required by Article 27 of the Constitution, foreign partners agree to be treated as Mexicans regarding the company's property and not to invoke their governments' protection. A company with foreign partners uses the convenio. The exceptions that matter most in a beach town are:

• Reserved to Mexicans (LIE Art. 6): domestic land transport of passengers, tourism and cargo, not including courier and parcel services. A tour company that drives guests needs advice first.
• Capped at 49% (LIE Art. 7): among others, fishing in fresh water, coastal waters and the exclusive economic zone (aquaculture is not included), and newspapers printed for circulation only in Mexico.
• Above 49% only with approval of the Comisión Nacional de Inversiones Extranjeras (LIE Art. 8): for example, private schools and legal services.

Can the company own property in Rosarito?

All of Playas de Rosarito lies in the zona restringida, the strip 100 km wide along the borders and 50 km wide along the coast (LIE Art. 2, fr. VI). There, a Mexican company with the convenio de extranjería can own real estate outright only for non-residential use, such as a restaurant, a shop, an office or a hotel, and must notify the Secretaría de Relaciones Exteriores (SRE) within 60 business days after the purchase (LIE Art. 10, fr. I).

Residential property in the restricted zone cannot be held that way. A home is held through a bank trust (fideicomiso) with an SRE permit, even when the beneficiary is a Mexican company with foreign partners (LIE Arts. 10, fr. II, and 11). Simulating a transaction to get around these rules can be fined up to the value of the transaction (LIE Art. 38, fr. V). See how a fideicomiso works.

What are the steps to form an S. de R.L. or an S.A.?

Each step depends on the one before it:

• Name authorization. Apply to the Secretaría de Economía for the company name (LIE Art. 15). The Secretaría has up to two business days to answer, and the notary or corredor must file the aviso de uso within 180 calendar days of the authorization (Reglamento para la Autorización de Uso de Denominaciones y Razones Sociales, Arts. 8 and 24). Otherwise the name stops being reserved.
• Bylaws. Decide the partners, percentages, capital, corporate purpose, managers and powers of attorney.
• Signing before a notario público or corredor público. Both can certify the formation of a company (Ley Federal de Correduría Pública, Art. 6, fr. VI), but a corredor cannot certify acts involving real estate (Art. 6, fr. V). A partner who cannot travel can appear through a power of attorney; one signed abroad must be apostilled and translated by a perito traductor (court-authorized translator).
• Registro Público de Comercio. Registration of the incorporation is mandatory for every company (Código de Comercio, Art. 19), and registration gives the company a legal personality separate from its partners (LGSM Art. 2).
• RFC. Within the month after signing, the notary must require proof that the company's RFC application was filed with SAT, or report the omission (Código Fiscal de la Federación, Art. 27, apartado B, fr. VIII).
• RNIE. A company with foreign partners must register in the Registro Nacional de Inversiones Extranjeras within 40 business days of its formation (LIE Art. 32) and renew the registration every year with an economic and financial questionnaire (Art. 35). Late or missing filings can be fined (Art. 38, fr. IV).
• e.firma, bank account and permits. The legal representative obtains the company's e.firma, opens the bank account and starts the permits; see business permits in Playas de Rosarito.

What do a foreign partner and the legal representative need for SAT?

SAT treats partners and the legal representative differently. Plan who will sign at SAT and at the bank before the company is formed.

• Partners who live abroad do not need their own RFC, as long as the company files, within the first three months after each year-end, a list of its foreign-resident partners with their address, tax residence and foreign tax number (CFF Art. 27, apartado A). SAT uses the generic RFC EXTF900101NI1 for foreign individual partners (SAT procedure sheet for registering a company in the RFC).
• Partners who live in Mexico must have their own RFC (CFF Art. 27, apartado A, fr. III), and the notary records each partner's RFC in the deed (Art. 27, apartado B, fr. IX).
• The legal representative must be registered in the RFC and must already have a personal e.firma before applying for the company's e.firma. SAT asks for the deed of incorporation, an official ID and a general power of attorney for acts of administration or ownership (SAT procedure sheet for the e.firma).
• A foreign individual who applies for his or her own e.firma is asked for a valid immigration document issued by the competent authority (same procedure sheet). Ask SAT which document it accepts for your immigration status before you book the appointment.
• Beneficial owners. Every company must obtain and keep, as part of its accounting, accurate and current information on its beneficiarios controladores, the individuals who ultimately own or control it (CFF Art. 32-B Ter).

What changes when you hire in Rosarito?

Hiring brings federal and state obligations from the first employee. Our employer guide covers contracts, severance and labor disputes.

• IMSS. The employer registers with the Instituto Mexicano del Seguro Social (registro patronal) and enrolls each worker, reporting hires, departures and salary changes within five business days (Ley del Seguro Social, Art. 15, fr. I). Contributions are calculated per month and paid by the 17th of the following month (Art. 39).
• INFONAVIT. The employer contributes 5% of each worker's salary to the workers' housing fund, using the salary base of the social security law (Ley del INFONAVIT, Art. 29, fr. II).
• State payroll tax. Baja California's Impuesto sobre Remuneraciones al Trabajo Personal is 4.25% of total payroll (Ley de Hacienda del Estado de B.C., Art. 151-16, text as amended to 18 June 2026; the 2026 Ley de Ingresos del Estado does not change it). Employers that averaged up to 25 workers the previous year, and every employer in its first year, file quarterly; others file monthly (Art. 151-14). Payment is due by the 25th of the month after the period, or in April, July, October and January for quarterly filers (Art. 151-19). Profit sharing, severance and social-welfare benefits are excluded from the base (Art. 151-18).
• Income tax on salaries. The company withholds income tax from salaries and pays it to SAT every month (Ley del ISR, Art. 96).
• Mexican staff rule. At least 90% of the workers must be Mexican; directors, administrators and general managers are not counted (Ley Federal del Trabajo, Art. 7).

What does the company file with SAT every month and year?

In general terms, a company in the general regime files the items below, usually through a contador público (accountant). A company owned only by individuals with annual income up to MXN 35 million may instead use the simplified regime (RESICO), unless a partner controls another company (Ley del ISR, Art. 206). For taxes at home, ask your US or Canadian tax adviser.

• A provisional income tax payment each month, by the 17th of the following month (Ley del ISR, Art. 14). The corporate rate on the annual tax result is 30% (Art. 9).
• Monthly IVA by the 17th of the following month (Ley del IVA, Art. 5-D). The general rate is 16% (Art. 1). Playas de Rosarito is in the northern border region. Under the border decree (DOF, 31 December 2018, extended to 31 December 2026 by the DOF of 31 December 2025), a business that meets its conditions and files a notice with SAT can apply a 50% IVA credit, an effective 8% rate (Arts. 11 and 12), and one that SAT admits to its Padrón de beneficiarios can take an income tax credit of one third of the tax, in proportion to its income from the region (Arts. 2 and 7). Some taxpayers are excluded, so ask your accountant whether the company qualifies.
• An electronic invoice (CFDI) for each sale, electronic accounting under SAT's rules (CFF Art. 28), and regular checks of the Buzón Tributario, SAT's online mailbox.
• The annual return within three months after year-end, that is, by 31 March for a calendar year (Ley del ISR, Art. 76, fr. V).
• The yearly list of foreign-resident partners (CFF Art. 27) and the yearly RNIE renewal (LIE Art. 35).

Opening a bank account, and the immigration status to work

Under federal anti-money-laundering rules, a bank must know its client: its background, its activity and where it operates (Ley de Instituciones de Crédito, Art. 115). Each bank sets its own list of documents and its own rules on who must appear in person, so ask for them before the deed is signed.

Owning shares is an investment; working in Mexico is a separate question. Under the Ley de Migración (Art. 52), a visitor without permission to work may stay up to 180 days but cannot carry out paid activities. A temporary resident may obtain permission to work for pay, subject to a job offer. A permanent resident has permission to work. If you will work in the business in Rosarito, settle your immigration status before you start.

How long does it take and what does it cost?

No law sets an overall timeline. Powers of attorney from abroad, the signing date, the registry, SAT appointments and the bank each add time; as a rough estimate, plan in weeks, not days. Government fees are published; professional fees are quoted. These are the 2026 figures confirmed in official sources.

Estimates only. Final amounts are set by each office, bank, notary or provider at the time of payment.

How Rosarito Legal can help

Rosarito Legal, the Rosarito office of Galarza Legal, helps you choose the company type, checks your activity against the foreign-investment rules, drafts the bylaws and powers of attorney, coordinates the notario or corredor público, and follows the registry, RFC and RNIE filings through to the municipal permits. Lic. Pati Claudia Galarza (Cédula Profesional 15176510) works in English and Spanish from Blvd. Popotla 3009, Playa Encantada, Playas de Rosarito, B.C. 22713.

You pay the notary, the registry, SAT, IMSS and every other office directly; the firm does not receive or hold money for third parties. Call +1 619-568-2424, email [email protected], use the contact page or book a consultation.

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