Diagnostic

S.A.S., S.A.P.I., or S.A. de C.V.: which vehicle can withstand a funding round

The corporate form that worked for the launch is rarely the one that can take a fund as a shareholder. It pays to know this before the term sheet.

LEXURE Corporate Practice Team 7 min read Regulatory status verified in 2026

Many tech­nol­ogy com­pa­nies start out as an S.A.S. (sim­pli­fied stock com­pany, sociedad por acciones sim­pli­fi­cada) because it can be incor­po­rated online, with­out a notary, in a few days. That con­ve­nience becomes an obsta­cle the day a fund wants to come into the cap­i­tal, because the law does not allow it. If the vehi­cle is chosen before nego­ti­at­ing, clos­ing the round does not hinge on an urgent con­ver­sion.

What the law requires

The S.A.S. Only indi­vid­u­als may form one, under Arti­cle 260 of the Gen­eral Law of Com­mer­cial Com­pa­nies (Ley Gen­eral de Sociedades Mer­can­tiles). It is incor­po­rated through the elec­tronic system of the Min­istry of Econ­omy (Sec­re­taría de Economía), with the advanced elec­tronic sig­na­ture of every share­holder and with­out a public deed (Arti­cles 262 and 263). Its shares have equal value and confer the same rights (Arti­cle 268, sec­tion II), and rep­re­sen­ta­tion lies with an admin­is­tra­tor who must be a share­holder (Arti­cle 267). In 2026, its total annual rev­enue may not exceed MXN 7,678,849.94, an amount updated by an order pub­lished in the Offi­cial Gazette of the Fed­er­a­tion (DOF) on Decem­ber 26, 2025. If it exceeds that amount, it must con­vert into another cor­po­rate form; if the share­hold­ers fail to do so, they are liable to third par­ties on a sub­sidiary, joint and sev­eral, and unlim­ited basis (Arti­cle 260).

The admin­is­tra­tor of the S.A.S. pub­lishes an annual report on the com­pany’s finan­cial posi­tion in the Min­istry of Econ­omy system, and fail­ure to pub­lish that report for two con­sec­u­tive fiscal years is grounds for dis­so­lu­tion of the com­pany (Arti­cle 272). Shares must be paid within the year fol­low­ing reg­is­tra­tion (Arti­cle 265). Where there is a sole share­holder, that share­holder’s con­tracts with the com­pany must also be reg­is­tered in the Min­istry of Econ­omy elec­tronic system (Arti­cle 264).

The S.A. de C.V. This vari­able-cap­i­tal stock cor­po­ra­tion (sociedad anón­ima de cap­i­tal vari­able) requires at least two share­hold­ers, and the min­i­mum cap­i­tal is set by the arti­cles of incor­po­ra­tion them­selves (Arti­cle 89). It allows classes of shares with spe­cial rights (Arti­cle 112) and lim­ited-voting shares (Arti­cle 113), and it per­mits share trans­fers to be made sub­ject to board approval (Arti­cle 130). Its limit lies in Arti­cle 17, under which pro­vi­sions that exclude a share­holder from shar­ing in the prof­its have no effect. In addi­tion, share­holder agree­ments under Arti­cle 198 are not enforce­able against the com­pany, except by court order.

The S.A.P.I. de C.V. This invest­ment pro­mo­tion stock cor­po­ra­tion (sociedad anón­ima pro­mo­tora de inver­sión) is a spe­cial form of the stock cor­po­ra­tion gov­erned by Arti­cles 12 to 17 of the Secu­ri­ties Market Law (Ley del Mer­cado de Val­ores). An exist­ing S.A. adopts it by res­o­lu­tion of an extra­or­di­nary gen­eral share­hold­ers’ meet­ing, and share­hold­ers who vote against it may with­draw at the book value of their shares (Arti­cle 12). Its bylaws may include what investors usu­ally ask for: trans­fer restric­tions, grounds for exclu­sion, non-voting or veto shares, spe­cial eco­nomic rights as an excep­tion to Arti­cle 17 of the Gen­eral Law, tie-break­ing mech­a­nisms, and limits on pre­emp­tive rights (Arti­cle 13). Man­age­ment must be vested in a board (Arti­cle 14), and the own­er­ship thresh­olds for exer­cis­ing minor­ity rights are lower (Arti­cle 16).

What to do and by when

  1. If you oper­ate as an S.A.S., com­pare your accu­mu­lated rev­enue for the fiscal year against the cur­rent limit every month. The amount is updated on Jan­u­ary 1 of each year; do not carry the 2026 limit for­ward to 2027.
  2. Before sign­ing the term sheet, con­firm whether the investor is a legal entity or a fund. If it is, the S.A.S. cannot take it in: the con­ver­sion must be approved and for­mal­ized before a public attest­ing offi­cer (fedatario público) before clos­ing (Arti­cle 269).
  3. If you oper­ate as an S.A. de C.V. and the round requires pre­ferred rights, veto rights, or enhanced trans­fer restric­tions, submit the adop­tion of the S.A.P.I. form to an extra­or­di­nary share­hold­ers’ meet­ing and esti­mate the effect of the with­drawal right of share­hold­ers who vote against it.
  4. Put into the bylaws every­thing that must be enforce­able against the com­pany and third par­ties, and leave in the share­hold­ers’ agree­ment only what the law does not allow in the bylaws.
  5. If you want to hold remote meet­ings, include an express pro­vi­sion in the bylaws for share­hold­ers’ and board meet­ings by elec­tronic means (Arti­cles 6, sec­tion XIV, 143, and 178 of the Gen­eral Law).
  6. Reg­is­ter the con­ver­sion with the Public Reg­istry of Com­merce, which is manda­tory for every com­mer­cial com­pany (Arti­cle 19 of the Com­mer­cial Code, Código de Com­er­cio), and update the cor­po­rate books and the share reg­is­ter. If the investor is for­eign, the com­pany must reg­is­ter with the National Reg­istry of For­eign Invest­ment (Reg­istro Nacional de Inver­siones Extran­jeras) within forty busi­ness days after the investor acquires its inter­est (Arti­cle 32 of the For­eign Invest­ment Law, Ley de Inver­sión Extran­jera).

Recommendations to mitigate risk

The most costly risk is per­sonal lia­bil­ity: the share­hold­ers of an S.A.S. that exceeded the limit and did not con­vert are liable with their own assets, with­out a cap, to the com­pany’s cred­i­tors. Next comes dis­so­lu­tion for fail­ing to pub­lish the annual finan­cial report for two years. There is also a con­trac­tual risk, because an eco­nomic pref­er­ence agreed in an S.A. de C.V. that excludes a share­holder from the prof­its has no effect under Arti­cle 17, and the investor will spot it in due dili­gence. Any of these find­ings delays the clos­ing or trans­lates into tougher terms for the founders.

Self-assessment

Answer yes or no about your own com­pany.

  1. Do you know how much your S.A.S. has invoiced so far this fiscal year and how far it is from the 2026 limit?
  2. Did your S.A.S. pub­lish the annual finan­cial posi­tion report for the last two fiscal years?
  3. Do you know whether the investor you are nego­ti­at­ing with is an indi­vid­ual, a legal entity, or a fund?
  4. Do the pre­ferred rights being requested fit within your cur­rent cor­po­rate form?
  5. Do your bylaws pro­vide for share­hold­ers’ meet­ings and board ses­sions by elec­tronic means?
  6. Have you cal­cu­lated the book value of the shares of a share­holder who might with­draw when you adopt the S.A.P.I. form?

How we approach it at LEXURE

We review the cor­po­rate form in light of the upcom­ing trans­ac­tion: who will come into the cap­i­tal, what rights they will ask for, and what must be enforce­able against third par­ties. With that infor­ma­tion we deter­mine whether it makes sense to con­vert, adopt the S.A.P.I. form, or keep the cur­rent struc­ture. We then pre­pare the min­utes, the bylaws, and the reg­is­tra­tion time­line, so that the change is for­mal­ized before sign­ing.

If your com­pany is pre­par­ing to take on cap­i­tal, sched­ule a diag­nos­tic meet­ing with us and let’s review the vehi­cle together.

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Legal basis

  1. General Law of Commercial Companies (Ley General de Sociedades Mercantiles), Articles 6, section XIV, 17, 89, 112, 113, 130, 143, 178, 198, and 260 to 273. Current text (opens in a new tab)
  2. Order announcing the update factor for the total annual revenue of a simplified stock company (Acuerdo por el que se da a conocer el factor de actualización a los ingresos totales anuales de una sociedad por acciones simplificada), DOF December 26, 2025. Official text (opens in a new tab)
  3. Securities Market Law (Ley del Mercado de Valores), Articles 12 to 17. Current text (opens in a new tab)
  4. Commercial Code (Código de Comercio), Article 19. Current text (opens in a new tab)
  5. Foreign Investment Law (Ley de Inversión Extranjera), Article 32. Current text (opens in a new tab)

This note is for information only and describes the law in force on the verification date. It is not legal advice on a specific matter. It is a translation of the Spanish original: Mexican law is published in Spanish, and the official Spanish texts prevail.

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