Derived from the 2020 tax amendment to article 27, subparagraph “B”, section VI, of the Federal Tax Code, a new obligation was incorporated for legal entities to inform before the tax authority (SAT) the name and Federal Taxpayer Registry (RFC) of its partners or shareholders, whenever any change or incorporation related to the holders of the shares is made.  This obligation will be ruled by the guidelines established in the Regulations of the Federal Tax Code.

As of the date of release of this bulletin, the guidelines in the Regulations of the Federal Tax Code were not published; however, the authorities issued the following rule in the Miscellaneous Tax Resolution applicable for 2020:

Legal framework

Miscellaneous Tax Resolution applicable for 2020

“2.4.19. For the purposes of article 27, subparagraphs A, section III and B, section VI, of the Federal Tax Code, legal entities must submit a notice to the RFC registration to inform the name and Federal Taxpayer Registry (RFC) of the partners or shareholders, whenever any change or incorporation is made, in accordance with the form 295/CFF “Notice of update of partners or shareholders”, contained in Exhibit 1-A, within thirty business days following the date of the corresponding change before the tax authority”.

Likewise, within this Miscellaneous Tax Resolution, the forty-sixth transitory article was incorporated, which establishes the following:

For the purposes of article 27, subparagraphs A, section III and B, section VI, of the Federal Tax Code, legal entities that do not update the information of their partners or shareholders before the RFC must submit the notice referred to in rule 2.4.19., with the information corresponding to their current shareholding structure. The aforementioned notice must be submitted for a single occasion no later than June 30, 2020”.

This means that the legal entities that have not updated the information related to their partners or shareholders before the RFC will have to submit, for a single occasion, a notice with the information of their current shareholding structure, no later than June 30, 2020.

Means to submit the notice

This information must be submitted through the SAT’s webpage through the clarifications section on “My Portal/Mi Portal”, duly complying all the requirements established in the form 295/CFF “Notice of update of partners or shareholders”.

One of the points to consider within this form is that the authorities require a notarial deed to be attached stating the modifications, as well as the incorporation of its partners or shareholders. If the Company carries out those acts through an ordinary assembly, there is no obligation to protocolize it before a public notary.

Additionally, since the submitting of the notice is through the clarifications section, an acknowledgment of receipt must be recovered and the response from the tax authority must be awaited on the same platform (My Portal/Mi Portal), with the aim of concluding the process.

The response time can vary between 4 and 7 business days.

Foreign shareholders

The tax authority, through an approach by the National Commission of Trustees of the IMCP (Mexican College of Public Accountants), established that when the legal entity has foreign shareholders, which are not obliged to register before the RFC, the notice must be submitted using the generic RFC EXT990101NI1 and/or EXTF900101NI1, applicable for legal entities and individuals respectively.

Likewise, in said approach, the tax authority established that this situation does not exempt the legal entity residing in Mexico to submit the relationship of foreign partners in accordance with article 27, section A, last paragraph, of the Federal Tax Code.

Temporary restriction of digital-stamp certificates and fines

Article 79 of the Federal Tax Code establishes that the following are infractions related to the Federal Taxpayer Registry (RFC):

II. Not submitting an application for registration in the name of a third party when legally obliged to do so, or doing it extemporaneously, except when the request is submitted spontaneously.

III. Not submitting the notices to the registry or do it extemporaneously, except when the presentation is spontaneous.

Therefore, the fines that the authority could impose would range between $4,200 and $8,390 mexican pesos.

Similarly, article 17-H Bis of the Federal Tax Code establishes that the tax authorities may temporarily restrict the use of the digital-stamp certificates, when they:

IX. Detect the commission of one or more of the infringing behaviors established in articles 79, 81 and 83 of this ordinance, and the conduct is carried out by the taxpayer holder of the digital-stamp certificate.

Conclusions.

Legal entities must submit the updated notice to the RFC no later than June 30 of this year, since in case of disregarding this obligation; they could be creditors to the temporary restriction of the digital-stamp certificates and possible fines.

We remain at your disposition for any questions or clarification in this regard.