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SOCIEDAD ANÓNIMA DE
CAPITAL VARIABLE (SADECV).
COMPANY FORMED BY STOCK.
BOARD OF DIRECTORS OR
SOLE MANAGER.
CORPORATE EXAMINER.
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SOCIEDAD DE RESPONSABILIDAD
LIMITADA DE CAPITAL
VARIABLE(SDERLDECV).
COMPANY COMPOSED BY
INDIVIDUALS.
BOARD OF MANAGER OR GENERAL
MANAGER.
IS NOT MANDAROTY TO APPOINT
CORPORATE EXAMINER.
PASS THROUGH TAXES IN THE US.
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FEDERAL TAXPAYERS REGISTRY/RFC (ALSO THE LEGAL REPRESENTATIVE)
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SOCIAL SECURITY OFFICE (IMSS/INFONAVIT)
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STATE FINANCE DEPARTMENT/FOR PAYROLL PURPOSES
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PUBLIC REGISTRY RECORDER OFFICE
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FOREIGN INVESTMENTS RECORDER OFFICE
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NATIONAL IMMIGRATION OFFICE/ IF FOREIGN INDIVIDUALS ARE APPOINTED AS EXECUTIVES OR
TECHNICIANS AT THE PLANT/LEGAL REPRESENTATION BY FOREIGNER INDIVIDUALS
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FOREIGN TRADE PROGRAMS(1) IMPORTERS REGISTRY;(2) IMMEX; OR (3)PREOSEC
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CITY LICENSE OF OPERATION/FIRE DEPARTMENT SERVICES AND USE OF LAND(ZONING)
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STATE ENVIRONMENTAL MANIFEST IF (HAZARDS MATERIALS HANDLING IN THE
MANUFACTURING PROCESS)
A dissolution implies transforming the
company’s production activity into a liquidation
activity.
When dissolving, the Company shall conclude
and terminate any relationship established with
third parties.
There are several causes for the dissolution of
a company, being one of these, the agreement
between the partners.
The procedure begins with an Extraordinary
Shareholders
Meeting
in
which
the
dissolution of the company is resolved and
appointment of one or more liquidators.
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LABOR ISSUES
LEASE AGREEMENT TERMINATION
REAL ESTATE TAX IMPLICATIONS
SUPPLIERS OBLIGATIONS
PENDING ORDERS
SERVICES AGREEMENT
LOAN AGREEMENTS
MAQUILA AND BAILMENT AGREEMENTS
TERMINATION
TAX IMPLICATIONS
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Intercompany balance
Impact of any deferrals for income tax or flat tax
Balance of tax accounts:
 CUFINRE
 CUFIN
 CUCA
 Forecast of ending balances
 Dividen distribution
 Capital increase (capital reduction)
1.
Disappearance of the ordinary administrators.
2.
The Company maintains its legal status
3.
4.
Transformation of the ordinary activity into a
liquidation activity.
Delivery to of Assets and documentation to
the Liquidators includes assets and real estate
and it shall extend to the company’s books
and documents.
5.
6.
7.
The Company’s corporate name changes to
include in all its acts the words “company in
liquidation”.
Liquidators are the new administrators of
the Company.
The powers of attorney of all the Company’s
officers are revoked.
8. Conclusion of pending businesses in the
less prejudicial manner for creditors and
for shareholders.
9. Collection of credits and payment of
debts.
9.1Compliance with pending obligations (e.g.
cancellation of agreements).
9.2 Payment of any debts.
10. Sale of the company’s assets.
10.1
Demand compliance of any obligations
in favor of the company.
10.2
Sale of company’s assets.
11. Preparation of Final Liquidation Balance.
12. Distribution of the remaining balance, if
any, among the shareholders.
13. Of course, notices to the tax authorities
and tax returns
Liquidators have control of all Assets and
are responsible for any of their acts
exceeding the limits of their duties. It is
expressly
prohibited
to
liquidators
distributing to the shareholders any
remainder, prior to paying any other
pending credit.
It shall be carried out to avoid any deceit or
fraud against third parties in good faith.
The Minute containing the dissolution
agreement, as well as the liquidators’
appointment shall be recorded at the Public
Registry. The Public Registry shall include in
its record the words “in liquidation”.
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To proceed to distribute the remaining amount to
the partners, liquidators shall prepare the
Company’s Final Balance Sheet, indicating the
part that corresponds to each of the partners.
Said Balance shall be published in three
occasions (with a period of 10 days between
each), through the Official Daily Gazette of Baja
California. During said term, such Balance shall
be available to the partners, as well as all the
company’s documentation and accounting, in
order that they are able to make any pertinent
comment or claim.
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Partners may oppose to the distribution of
the remaining amounts, however they may do
so within the 15 days following the date of
the last publication.
Having said term elapsed, liquidators shall
call for a Shareholders Meeting, in order to
approve the Balance, and in case the same is
approved each of the partners shall receive
their corresponding part, against delivery of
their share certificates.
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Liquidators shall deposit at a financial
institution any amount not claimed by any
Shareholder within a term of two months, as
of the date of the Balance’s approval.
Said Meeting shall be recorded at the Public
Registry, in order to cancel the company’s
entry.
Liquidators shall keep all books and general
accounting pertaining to the Company for a
period of 10 years, as of the date of such
Shareholders Meeting.
Preparing to
dissolve and
terminate all
Business
Payment of all debts and
other delivery obligations
and sale of all
company´s assets
DISSOLUTION PERIOD
Incorporation
of Company
and Business
Activities
Shareholders meeting to:
•Resolve dissolution
•Appoint liquidators
10 years purge period
Shareholders meeting to:
• Approve final balance
•Liquidate the shares
• Public notice through the
State official gazette
Lic. Jorge M. Carreón
Misión de San Javier No. 10661-9
Penthouse, Zona Río
Tijuana, B. C. 22010 México
Héctor Silva
Misión de San Javier No. 10643 piso 8
Zona Urbana Rio Tijuana
Tijuana, B. C. 22010 México
Teléfono: (664) 634-2001
Telefax: (664) 634-2003
www.krasovsky.com.mx
Teléfono: (664) 622-7840
Fax: (664) 681-7813
hsilva@deloittemx.com