Update of partners or shareholders notice
Roxán Loya Padilla
As a result of the amendment to the Federal Tax Code (Código Fiscal de la Federación) (“CFF”) and other applicable provisions that occurred during this year and the Fiscal Miscellaneous Resolution for 2020 (Resolución Miscelánea Fiscal) (“RMF”), several provisions were added to the CFF, among those the obligation for legal entities residing in Mexico to file an update of partners or shareholders notice (“Update Notice”).
Specifically, under the terms of the amendment, in accordance with the provisions of Article 27, paragraphs A fraction III and B fraction VI of the CFF and numeral 2.4.19 of the RMF and its transitory article 46, the Update Notice consists of informing each time a modification or incorporation of partners or shareholders is made to the legal entity and must be filed before the Federal Taxpayer Registry (Registro Federal de Contribuyentes) (“RFC”) no later than within 30 business days following the date on which such operation is made.
Likewise, it is established that legal entities that do not count with updated information regarding their partners or shareholders before the RFC must file the Update Notice with the information corresponding to their current structure. In the event of not filing within the aforementioned term, the Update Notice must be filed no later than June 30, 2020 before the Decentralized Administration of Taxpayer Services (Administración Desconcentrada de Servicios al Contribuyente) of the Tax Administration Service (Servicio de Administración Tributaria).
The above-mentioned notices must be submitted in accordance with the provisions of the processing form 295/CFF “Update of partners or shareholders notice” (Aviso de actualización de socios o accionistas), established in the Exhibit 1-A of the RMF and must include the digital copies of the documents formalized before a notary public that certifies the modification or incorporation of the partners or shareholders, for example, agreements, meeting minutes, among other corporate documents that record the modifications or incorporations made.
In accordance with the provisions of Article 27, last paragraph of section A of the CFF, partners and shareholders residing abroad will not be required to file the Update Notice, provided that the legal entity residing in Mexico submits before the Tax Administration Service within the first 3 (three) months following the end of each fiscal year a list of partners or shareholders residing abroad indicating their domicile, tax residence and tax identification number.
It is important to consider that if these provisions are not complied with and the corresponding Update Notice is not filed, the entity could be subject to various sanctions, including the imposition of fines of up to $8,390.00 MXN for each notice not filed, in accordance with the provisions of Articles 79 section III and 80 section II of the CFF.
For more information in this regard, please do not hesitate to contact our Corporate & Bussines Team.
Roxán Loya Padilla rloya@rrs.com.mx
