Liquidating a company in Mexico is a formal two stage process, dissolution and liquidation, that ends with the cancellation of the RFC before the SAT and the deregistration of the company before the Registro Público de Comercio. As of August 2026, a straightforward liquidation typically takes 6 to 12 months, longer if the SAT opens an audit on the final returns. Leaving the company inactive does not close it: as long as the RFC stays active, the company remains required to file returns and accumulates penalties. This guide explains the complete process for properly closing a company in Mexico. For the formation process, see the Mexico company formation guide.
What it means to liquidate a company in Mexico
Liquidating means closing the company permanently, and it happens in two stages. First dissolution, the formal decision to end the company; then liquidation, the payment of liabilities, the distribution of any remainder among the shareholders, and the cancellation of the company before the authorities. During liquidation, the company operates under the management of a liquidator and adds the phrase "en liquidación" to its name.
The process, step by step
For a voluntary liquidation, the general process is as follows:
- Dissolution resolution. The shareholders' meeting approves the dissolution and appoints the liquidator in the same act. The resolution is formalized before a notary public.
- Registration with the Registro Público de Comercio. The dissolution and the liquidator's appointment are registered before the liquidator can act on the company's behalf.
- Inventory and balance sheet. The liquidator wraps up pending operations, collects receivables, and prepares the final liquidation balance sheet, which the shareholders must approve.
- Publication. The final liquidation balance sheet is published through the Secretaría de Economía's electronic system (the Publicaciones de Sociedades Mercantiles system, PSM), giving creditors the chance to object before assets are distributed.
- Payment of liabilities and distribution. Obligations are settled, and if a remainder is left, it is distributed among the shareholders per the bylaws.
- Cancellation with the Registro Público de Comercio. Once the final balance sheet is approved, the liquidation is registered and the company's registration is cancelled.
- Tax closure with the SAT. The company files the formal notice of the start of liquidation, the final return once operations conclude, and finally the RFC cancellation notice for total liquidation of assets.
Tax obligations before the SAT
Closure is not complete until the tax position is fully settled. The company must file the notice of the start of liquidation, the final annual return, stay current on its obligations, and file the RFC cancellation notice, which requires a certificate of good standing from the SAT with no open audits or debts. Until the RFC is cancelled, the company remains an active taxpayer with monthly filing obligations, even though it is no longer operating, and the SAT monitors those filings closely through electronic invoicing (CFDI).
Employee severance during liquidation
Closing the business is treated as a termination by the employer under the Ley Federal del Trabajo, which triggers the full constitutional severance: three months' salary plus 20 days per year worked, plus the seniority premium, on top of accrued ordinary benefits. This must be settled with each employee separately from the filings with the SAT and the registry, and it cannot be deferred until the tax closure.
Considerations for foreign owned companies
A foreign owned company has one additional step, with the same strict deadline that applies during formation. If it is registered with the Registro Nacional de Inversiones Extranjeras (RNIE) before the Secretaría de Economía, it must be deregistered within 40 business days of the meeting that approves the final balance sheet; missing this triggers the same daily UMA fine that applies to late formation filings. In addition, any remainder distributed to shareholders abroad must be handled per tax and exchange control rules, and powers of attorney signed by a liquidator or shareholder from outside Mexico usually require apostille and translation.
Timelines
A straightforward liquidation typically takes 6 to 12 months from start to finish. The factors with the greatest influence are the volume of liabilities, notarial and registration timelines, and the tax cancellation before the SAT, which only proceeds once the company is current. A closure involving litigation, tax debts, or an SAT audit on the final returns can take considerably longer.
Process summary
| Phase | What happens | Before whom |
|---|---|---|
| Dissolution | Resolution to close and liquidator appointment, formalized and registered | Notary and Registro Público de Comercio |
| Liquidation | Inventory, publication of the balance sheet, payment of liabilities | Liquidator and Secretaría de Economía (PSM) |
| Distribution | Approval of the final balance sheet and distribution of the remainder | Shareholders' meeting |
| Tax closure | Liquidation notice, final return, and RFC cancellation | SAT |
Frequently asked questions
How long does it take to liquidate a company in Mexico? A straightforward liquidation typically takes 6 to 12 months, depending on the liabilities, notarial and registration timelines, and the tax cancellation before the SAT. With debts, litigation, or an SAT audit, it can take longer.
What happens if I leave the company inactive instead of liquidating it? The company continues to exist and remains required to file monthly and annual returns with the SAT as long as its RFC is active, accumulating penalties. Inactivity does not close the company; liquidation does.
Do I need a notary and a liquidator? Yes. The dissolution resolution and the liquidator's appointment are formalized before a notary and registered with the Registro Público de Comercio, and the process is directed by the liquidator appointed by the company.
Do I need to notify the Secretaría de Economía? The final liquidation balance sheet is published through the Secretaría de Economía's PSM system, and companies with foreign investment must also cancel their RNIE registration within 40 business days of the closing meeting.
When is the RFC cancelled? At the end of the process, through the RFC cancellation notice for total liquidation of assets, once the final returns are filed and the company is current with the SAT.
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NavviPal manages the dissolution and liquidation of companies in Mexico and across Latin America, handling the liquidator, publications, registrations, employee severance, and the tax closure before the SAT from start to finish. See the liquidation service in Mexico for a fixed scope quote.
Figures last verified: August 2026.
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This article is for informational purposes only and does not constitute legal or tax advice.
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