Marco regulatorio México-Alemania by Grupo Beristain Puebla

Successful together Erfolgsfaktoren in der Luftfahrtindustrie – Potenziale der Deutsch-Mexikanischen Zusammenarbeit Congreso Aeronáutico, Deutsch-Mexikanische Industrie- und Handelskammer (CAMEXA)

Ciudad de México, 27. August 2013

27.08.2013

Overview 01

About us

Regulatory Framework Entry Options Labor Law Work Permit / Immigration Tax System

Free Trade Agreement Mexico-EU (MEUFTA)

IMMEX Program

Common Pitfalls

Your Contact/ Speaker

27.08.2013

We are a one-of-a-kind success story from Germany  Founded in 1977 in Nuremberg  Sustained growth – present in major industrial centres of the world with 91 wholly owned offices in 40 countries  Today No. 6 in Germany and one of the leading professional services firms worldwide  Integrated services offer comprising audit, legal, tax, management and business

consulting  Extensive expertise in transactions  Focus on growth markets – leading positions in China, Eastern Europe and the US  Most familiar with your culture and language  Designed to assist family owned business organizations in their global expansion

27.08.2013

Rödl & Partner worldwide Austria ▪ Belarus Brazil ▪ Bulgaria Croatia ▪ Czech Republic Estonia ▪ France Georgia ▪ Germany Hong Kong ▪ Hungary India ▪ Indonesia ▪ Italy Kazakhstan ▪ Latvia Lithuania ▪ Mexico ▪ Moldova People‘s Republic of China Poland ▪ Romania Russian Federation ▪ Serbia Singapore ▪ Slovakia Slovenia ▪ South Africa Spain ▪ Sweden ▪ Switzerland Thailand ▪ Turkey ▪ Ukraine United Arab Emirates ▪ United Kingdom USA ▪ Vietnam 3.500 colleagues - 91offices - 40 countries © Rödl & Partner

27.08.2013

Our offices in Mexico-City and Puebla



Investment consulting in Mexico



Consulting in all legal aspects within NAFTA, MEUFTA and IMMEX



Advice on business process outsourcing in Mexico



Advice on transfer pricing strategy



Only German professional services firm in Mexico



Offices in Mexico-City and Puebla



Latin American service team based at German headquarters



Tailor-made solutions for foreign direct investment – audit and accounting, legal and tax consulting, business process outsourcing –

27.08.2013

Regulatory Framework Entry Options

German Corporate

Mexico

Local Subsidiary

Representation

Distribution

Wholly owned subsidiary

Liaison Office

Commercial Agent

Joint Venture

Branch Office

Importer/ Exporter

27.08.2013

Regulatory Framework Company foundation Wholly owned Subsidiary

Sociedad Anónima

Sociedad de Responsabilidad Limitada

Capital

De facto no minimum

Members

Min. 2 Shareholders

2 – 50 Partners

Liability

Limited to equity participation in the company

Limited to the agreed contribution of the partners

Comisario

Obligatory

Optional

C.V. = Variable Capital capital divided into a fixed and a variable capital, which can be increased and decreased with a minimum of formalities 27.08.2013

Regulatory Framework Labor Law I - Labor relationship and social security



Guiding principle: contracts for an indefinite term



Termination of employment only possible if there is a legal cause for the dismissal



Right to choose between reinstatement or severance compensation for unjustified dismissal



10 % compulsory Employees’ Profit Sharing from taxable income (“PTU”)



Compared to Germany less vacation days



Premium of 25 % of regular pay for vacations



Christmas bonus equivalent to 15 days‘ pay (must be paid before December 20 each year)



Social security contributions are incurred by both the employer and the employee. But significant part is paid by the employer (represent 20 % - 30 % of the payroll costs) Amendments to Labor Law in force since December 1st 2012

27.08.2013

Regulatory Framework Labor Law II - Amendments to Labor Law since December 1st 2012



Trial period for contracts of indefinite term



Restriction on outsourcing as working regimen



Modalities of the remuneration



Termination/annulment of the contract



Limitations on indemnification in case of court proceedings



Extension on employer obligations



Legal regulations for expatriate



Labor union

27.08.2013

Regulatory Framework Work Permit / Immigration Foreigners intending to work in Mexico may apply for the following types of visa:

Visitante

ResidenteTemporal

ResidentePermanente

Length of stay

180 days

Up to 4 years

permanent

Multiple entries

Yes

Remunerable work

Yes

Visitante: Residence permit "Visitante" can not be extended Residente: 

Visa must be requested at the Mexican Consulate / Embassy



Travelers must apply within 30 days at the local immigration office for a residence card

27.08.2013

Regulatory Framework Tax System I Identical taxation rates for S.A. and S. de R.L. 

Taxation of companies at federal and state level

Federal Level

Corporate Income Tax (ISR)

Flat Tax (IETU)

Value Added Tax (VAT)

0%: medicines, exports 11%: border region 16%: other activities

Rate

30%

17.5%

Filing

monthly

Basis

worldwide income

operates under cash flow method

sale/purchase 27.08.2013

Regulatory Framework Tax System II

Other considerations… 

Double Tax Treaty with USA and Germany



Annual tax return must be filed within the first 3 months of the following



Filing of financial statement with tax opinion (Dictamen fiscal) of an independent public accountant. This procedure has to be followed by taxpayers with:



•

Gross income > ca. 2,3 Mio. EUR

•

Assets > ca. 4,5 Mio. EUR

•

Number of employees > 300

NO extensions are available

Tax payers are obliged to carry out an annual transfer pricing study if they have transactions with related parties

27.08.2013

Regulatory Framework Tax System III

Further considerations… 

Losses can be carried forward up to 10 years



Adjustment for inflation



No withholding tax on dividends paid by Mexican companies, if the dividends are from the taxed profits (from the “CUFIN account”)



Royalties paid to a non resident are subject to withholding tax • •

30% for patents and trademarks 25% for all other royalties

27.08.2013

Free Trade Agreement Mexico-EU (MEUFTA) 

Boost bilateral trade and investment and create exceptional conditions for business development between Mexico and the EU

 

Elimination of custom duties Elimination of non-tariff barriers on imports and exports Free Trade Agreements, in particular MEUFTA and NAFTA, can be combined Reduction of manufacturing costs and improvement of competitiveness

Goal

Benefits

 

Requirements



MEUFTA - Certificate of Origin and Rules of Origin must be maintained

27.08.2013

IMMEX Program I

IMMEX Program is defined as an…



instrument to promote foreign direct investment through custom and tax incentives

Following companies:

Who can use the IMMEX Program?

    

Holding Manufacturing Service Shelter Outsourcing

27.08.2013

IMMEX Program II



Authorization from the Ministry of Economy



Export over 500,000 USD in a one year period or export 10 % of the total revenues



At least 30% of the machinery and equipment must be owned by the foreign company



Submission of an annual electronic report of total sales and exports



Submission of monthly turnover-report for statistical purposes



Avoid the payment of VAT



Temporary import of raw materials, machinery and equipment and administrative equipment without paying any import duties or VAT



Eased transfer-pricing rules



Automatic inscription in the National Importers registry without application

Benefits 27.08.2013

Common Pitfalls

• Ignoring soft factors such as the “mañana mentality”

• Caution while employing individuals - customize your contracts to local law

• Keep up to date with constantly evolving legal and tax changes

• Doing business in Mexico is part of social life

• Bring patience!

• Imposing German standards for administration, timeline, infrastructure

27.08.2013

Your contact

Mexiko-Stadt José A. García Torre Magenta (17th Floor) Paseo de la Reforma 284 Col. Juárez 06600 Mexico, D.F. Tel.: + 52 (55) 4739-2227 Fax: + 52 (55) 4739-2001 E-Mail: mexiko-stadt@roedl.pro

Deutschland Dr. Marcus Felsner Straße des 17. Juni 106 10623 Berlin Tel.: + 49 (30) 810 795-51 Fax: + 49 (30) 810 795-59 E-Mail: marcus.felsner@roedl.pro

Puebla José A. García Torre JV III (5th Floor) Vía Atlixcáyotl 5208 Col. Territorial Atlixcáyotl 72810, San Andrés Cholula, Puebla Tel.: + 52 (222) 431-0027 Fax: + 52 (222) 431-0169 E-Mail: puebla@roedl.pro

27.08.2013

Your speaker Dr. Andreas Voß is an attorney-at-law (admitted in Germany) and Head of Legal Services at Rödl & Partner in Mexico.

Dr. Andreas Voß, LL.M. (SLU) Rechtsanwalt Roedl & Partner S.C. Torre Magenta (17th Floor) Paseo de la Reforma 284 Col. Juárez 06600 México, D.F.

After his studies at the University of Bielefeld, Germany, and the Saint Louis University School of Law, Missouri, U.S.A., he practiced as a lawyer in the areas of German and European Company Law, Mergers & Acquisitions, Banking & Capital Markets and Corporate Finance. Before joining Rödl & Partner Andreas Voß was a partner in a leading Anglo-American law firm in the area of cross-border corporate transactions. Dr. Voß is the author of several scholarly publications and a frequent speaker at conferences in Germany and at international level on Mexico and Latin America in general.

Tel.: + 52 (55) 4739-2227 Fax: + 52 (55) 4739-2001 E-Mail: andreas.voss@roedl.pro

27.08.2013

The Castellers de Barcelona

The Castellers are like us: “every single individual counts” – when working together and when supporting our clients. © Rödl & Partner

27.08.2013