Legal Update: New Tax Compliance Obligation Before Submitting the Notice of Cancellation in the RFC Due to Merger

Printable version | January 2022

On December 30, 2021, Annex 1-A of the Miscellaneous Fiscal Resolution of 2022 (“Annex 1-A RMF 2022”) was published, which it is provided that taxpayers who intend to present the notice of cancellation in the RFC for the merger of companies (“Cancellation Notice”), they must first comply with the procedure outlined in file 316/CFF (“Compliance Notice”), through which it is verified that the merging company meets the requirements for the Cancellation Notice to be submitted.

Fundamentally, it must be verified that the merger does not have tax credits, is not published on blacklists, and that the declared income matches the digital tax receipts issued. The authority has 10 business days to resolve this procedure without implying that the period for the presentation of the Cancellation Notice is suspended.

Derived from the above, there is a risk that mergers that have been entered into at the end of 2021 may not obtain the Notice of Compliance in time, which would result in the mergers being considered taxable for tax purposes.

Given the foregoing, we remain at your service to analyze what alternatives can be implemented to mitigate said tax consequences.

***The publication of this note does not constitute a legal consultation, nor is it intended to apply to particular cases.

If you require additional information, please contact the responsible partner for your affairs or one of the lawyers mentioned below:

Mexico City Office

Lic. Mariano Calderón V. (Partner), mcalderon@s-s.mx

Lic. Karina Robledo Y. (Counsel), krobledo@s-s.mx

Tel: +52 55 5279-5400

Monterrey Office

Lic. César Cruz A. (Partner), ccruz@s-s.mx

Tel: +52 81 8133-6000

Queretaro Office

Lic. José Ramón Ayala A. jayala@s-s.mx

Tel: +52 442 290-0290