Washington International Law Journal


Mexico introduced its first unipersonal limited liability entity in 2016, the Sociedad por Acciones Simplificada (“SAS”). The introduction of Mexico’s SAS is in line with legal development in Latin America as a whole, where there has been a recent trend towards introducing new unipersonal limited liability entities that are specially designed to reduce barriers to entry for burgeoning business owners and ease the requirements of owning a business entity. However, the Mexican SAS as it currently exists is uniquely overly restrictive. To remedy this, some of the current restrictions on the entity should be lifted to facilitate the functionality of the entity. Particularly considered for further reform are the five-million-peso total annual income cap, bar on SAS entities having juridical person shareholders, and bar on SAS entities having shareholders who are controlling shareholders in another Mexican entity. The excessive restrictiveness of the Mexican SAS entity is illustrated from three perspectives: legislative intent, rule of law, and comparative law.

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