Sociedad Anónima De Capital Variable: Complete Guide 2025
What is a Sociedad Anónima de Capital Variable (S.A. de C.V.)?
S.A. de C.V. is the abbreviation for «Sociedad Anónima de Capital Variable» and represents one of the most used types of commercial companies in Mexico to incorporate companies. This legal structure allows two or more entrepreneurs to become shareholders and form a SA company for profit, offering flexibility and legal protection for both small businesses and large corporations. The company also offers tax and operational advantages.
Meaning of S.A. de C.V.: Breaking down the acronym
- S.A. = Sociedad Anónima: A structure where shareholders have limited liability
- de = de (preposition)
- C.V. = Capital Variable: It is possible to modify the share capital without modifying the articles of association
A sociedad anonima de capital variable is characterized by having a flexible social capital that can increase or decrease according to the needs of the business, without requiring complex modifications to the articles of association. This model is part of the most used public limited companies in Mexico, thanks to the ease it offers to adapt to different business scenarios.
Its essence lies in that:
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The capital is divided into shares.
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The partners (shareholders) limit their liability to the amount of their contributions, which significantly limits personal risk.
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The participations can be increased or decreased without the need to modify the articles of incorporation, provided that the fixed contribution agreements are respected.
In practice, it is the most used figure for medium and large companies that seek credibility, scalability, and access to credit lines.
What are the characteristics of a Sociedad Anónima de capital variable?
Main Features
- Number of partners: Requires a minimum of 2 shareholders, each with at least one share
- Limited liability: The partners are only liable up to the amount of their holdings
- Flexible resources: Variable resources accept adjustments without modifying statutes
- Legal personality: It is a legal entity independent of its shareholders
- For-profit purposes: Represents commercial organizations with economic objectives
- Transferable shares: The shares can be sold or inherited
- Amount required: No specific figure is required to be incorporated
According to article 213 of the General Law of Commercial Companies, this type of commercial company offers greater flexibility than other types of companies. This article establishes the fundamental flexibility of S.A. de C.V.: it allows modifying the share capital (increasing or decreasing it) without the complex formalities required by fixed capital companies.
S.A. de C.V.: natural person or legal entity?
A company with this type of company is considered a legal entity under Mexican law. This means that it has its own legal capacity, independent of the legal status of its shareholders.
How to create a S.A. de C.V.: Step by step
- Request corporate name from the Ministry of Economy
- Define shareholding structure: Determine partners and their holdings
- Draft articles of association with a notary public
- Formalize articles of incorporation before a public notary, who certifies the validity of the document
- Public registry: Register in the Public Registry of Property and Commerce
- Registration with SAT: Obtain RFC and comply with tax obligations
This type of commercial company must comply with the legal requirements established in article 91 of the General Law of Commercial Companies
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Amounts for its Constitution
Unlike other countries, Mexico does not establish a minimum capital to constitute a S.A. de C.V. This flexibility makes it very accessible to all types of entrepreneurs.
The general law of commercial companies allows these companies to start businesses without restrictions on initial equity.
Examples of S.A. de C.V. in Mexico
Many companies with this type of structure operate successfully in Mexico:
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Cementos Mexicanos (CEMEX) S.A. de C.V.: Multinational company dedicated to the production and commercialization of cement and concrete, leader in the construction industry.
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Grupo Bimbo S.A. de C.V.: It is the largest bread producer in the world, with international presence in more than 30 countries and a benchmark in the Mexican food sector.
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América Móvil S.A. de C.V.: The most influential Mexican telecommunications company in Latin America, with operations in 22 countries.
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Grupo Televisa S.A. de C.V.: Leader in media, stands out for being the main producer of content in Spanish worldwide.
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Grupo Soriana S.A. de C.V.: One of the main supermarket chains in Mexico, with Híper Soriana, Soriana Súper and Soriana Mercado formats, and national presence.
This demonstrates the versatility of this structure in different economic sectors and you can take it as an example for your company.
Thanks to its more efficient structure, it is very likely to be able to access bank loans in an agile and favorable manner, optimizing financing opportunities.
Difference between S.A. and S.A. de C.V.
The essential difference between these business structures lies in the degree of flexibility to adjust the holdings of investors. The S.A. de C.V. allows the partners to increase or reduce the share capital without the need for statutory reform, simply following the terms agreed between them. In contrast, the traditional S.A. maintains a fixed equity that can only be modified through formal changes in the articles of association, which implies a more complex and costly process.
Comparison of S.A. de C.V with other forms: S.A., S. de R.L. and S.C. in Mexico.
This comparative table analyzes the main differences between the types of commercial companies in Mexico, focusing on the distinctive characteristics of a S.A. de C.V., Sociedad de Responsabilidad Limitada (S. de R.L.), Sociedad de Responsabilidad Limitada de Capital Variable (S. de R.L. de C.V.) and Sociedad Civil (S.C.).
| Sociedad | Número de socios | Tipo de aportaciones | Capital social | Responsabilidad | Administración | Características clave |
|---|---|---|---|---|---|---|
| S.A. | Mínimo 2 | Acciones | Libre | Limitada a su aportación | Asamblea/Consejo | Capital fijo, requiere reforma estatutaria para cambios |
| S.A. de C.V. | Mínimo 2 | Acciones | Libre | Limitada a su aportación | Asamblea/Consejo | Acciones libremente transferibles, capital variable |
| S. de R.L. | 2 a 50 | Partes sociales | Libre | Limitada a su aportación | Gerente o socios | Transmisión restricta, sociedad cerrada |
| S. de R.L. de C.V. | 2 a 50 | Partes sociales | Variable | Limitada a su aportación | Gerente o socios | Igual que S. de R.L., pero el capital puede variar |
| S.C. | Mínimo 2 | Aportaciones laborales y/o económicas | Libre | Variable según estatuto | Asamblea/Socios | Cooperativo, prioridad al trabajo y responsabilidad compartida |
Ready to take the next step?
At CICDE we have experts in company creation who accompany you throughout the development to ensure that your S.A. de C.V. is born with solid and legal foundations. Don’t complicate yourself with bureaucratic procedures – we take care of everything: from drafting statutes to registration with a notary public.
What are the benefits of a S.A. de C.V.?
- Flexibility in equity: It is possible to increase or decrease it without complex procedures
- Asset protection: Limited liability for all shareholders
- Ease to attract investors: Attractive structure for companies and new partners
- Legal recognition: Widely accepted in the Mexican business environment
- Simple transfer: Shares with the possibility of being sold easily
- Inheritances: Right of shares inheritable to designated beneficiaries
- Scalability: Ideal for growing companies with a solid and well-structured administration
Disadvantages of this type of company
Main disadvantages to consider
- Restrictions on own shares: S.A. de C.V. companies cannot have shares in their name
- Centralized decisions: The management of day-to-day decisions is in the hands of the administrative body
- Limitations for employees: Restrictions to create shares for workers
- Formalities: Requires formal assembly for important modifications and extraordinary assembly for structural changes
- Legal formation costs: Higher notarial and registration expenses
When to choose this type of commercial company?
Ideal situations in Mexico for the registration of a S.A. de C.V. company
- You need flexibility in the holdings of the partners
- You plan to attract external investors
- You want to protect your personal assets
- You seek to expand businesses quickly
- You consider foreign investment
- You develop a high-growth startup
- You require access to business credit lines
Constitution of S.A. de C.V.: Professional services
Advantages of constituting a S.A. de C.V. with our experts
Starting this type of company can be complex, but with professional advice you can:
- Reduce registration and legal formation times
- Avoid costly mistakes
- Correctly choose the corporate name
- Optimize the shareholding structure of the partners
- Comply with an adequate legal basis
- Obtain your business RFC quickly
As a starting point, the process must follow what is established in article 89 as well as in article 91 of the General Law of Commercial Companies.
Constitute your S.A. de C.V.
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Conclusion: Why choose a Sociedad Anónima de Capital Variable?
The S.A. de C.V. is one of the most used business structures in Mexico due to its advantages, recognized within the General Law of Companies for its versatility and ease of adaptation. As it is a capital company, there is no mandatory monetary figure for its creation, since the initial contributions can be freely defined between the partners, according to their own internal agreement. In addition, it is possible to draft flexible statutes that contemplate different operating and growth options.
Its scheme of limited liability, together with the supervision of a board of directors, provides legal and operational security. In addition, the possibility of issuing credit titles strengthens the confidence of investors and facilitates access to financing.
Its limited liability, together with the supervision of a board of directors, provides legal and operational security, making it the ideal option for those who seek security and flexibility in the management of their business.
Among its main advantages are:
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Asset protection
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Scalable growth
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Attraction of investments
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Commercial recognition
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Tax optimization
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More agile access to bank credit facilities
Frequently Asked Questions about S.A. de C.V.
What Does the Acronym S.A. De C.V. Mean?
The acronym S.A. de C.V. stands for Sociedad Anónima de Capital Variable, where S.A. represents the form of company and C.V. indicates that the capital can vary without modifying statutes.
What is a Variable Capital Company?
The acronym S.A. de C.V. stands for Sociedad Anónima de Capital Variable, where S.A. represents the form of company and C.V. indicates that the capital can vary without modifying statutes.
Differences between S.A. And S.A. De C.V.
is a corporate modality that allows modifying the share capital (increasing or decreasing it) without reforming the statutes
What Does it Mean that a Company Has a Variable Amount?
The variable capital allows variable capital companies to modify their share capital by:
- Increase of capital by new partners
- Reduction by withdrawal of shareholders
- Reinvestment of profits Capitalization of debts
What Taxes Does a S.A. De C.V. Pay?
- ISR (Income Tax): General rate of 30% on net profits; provisional monthly payment and annual declaration.
- VAT (Value Added Tax): General rate of 16% on sales of goods and services;
monthly payments. - ISN (Payroll Tax): From 2% to 3% according to the state, on salaries and wages
paid - Tax returns: Monthly and annual obligation before the SAT and other authorities.
How many Partners are Needed in a S.A. De C.V.?
At least two partners are required, who can be natural or legal persons. Article 89 specifies the rights [Increase «article», «right»] of each partner [Increase «partner» 1-3 times].
What is the Importance of the Public Limited Company?
Its importance lies in its ability to protect the personal assets of the partners, facilitate business growth and provide commercial credibility. It also facilitates access to credit and allows better business with suppliers.
