SAPI de C.V. (Mexican investment promotion stock corporation)

A SAPI (sociedad anónima promotora de inversión, or investment promotion stock corporation) is a Mexican stock corporation that, by adopting this form under the Securities Market Law (LMV), can include bylaw rules on share transfers, shareholder exits, shares with different rights and minority protection that go beyond what the General Law of Commercial Companies (LGSM) allows (LMV arts. 12 to 18). «S.A.P.I. de C.V.» also indicates that it has variable capital (LGSM arts. 213 to 215). Being a SAPI does not make it a public issuer: to register its shares in the National Securities Registry it must become a stock-exchange SAPI, or SAPIB (LMV art. 19).

Legal basis: what the LMV allows.

• Formation or conversion: a stock corporation can be formed as a SAPI or adopt this form later by resolution of its extraordinary shareholders' meeting; shareholders who vote against can withdraw at the book value of their shares. The company name must add «Promotora de Inversión» or «P.I.» (art. 12).
• Tailored bylaws (art. 13): share transfer restrictions other than those of LGSM art. 130; grounds for expelling, withdrawing or redeeming shareholders; non-voting or limited-voting shares, shares with special economic rights or with veto rights; deadlock-resolution mechanisms; expanding, limiting or waiving preemptive rights; and limiting the liability of directors and officers. Share certificates must include those provisions.
• Governance: it is managed by a board of directors (art. 14), and the company can adopt the management and oversight regime of listed stock corporations (art. 15).
• Minority shareholders: holders of 10% of the voting shares appoint a director (in an ordinary stock corporation it takes 25%, LGSM art. 144); 15% can bring a liability action against directors, and 20% can challenge shareholder resolutions in court (art. 16).
• Shareholder agreements: non-compete covenants of up to three years, call and put options, tag-along and drag-along clauses, voting agreements and agreements to sell in a public offering (art. 16(VI)). Since the 2014 reform, shareholders of any stock corporation can also agree on options and voting arrangements (LGSM art. 198). In both cases, these agreements cannot be enforced against the company except by court order.
• Other rules: it can buy back its own shares with board approval (art. 17) and is exempt from publishing its financial statements under LGSM art. 177 (art. 18).

Why startups and IFCs use it. When a company brings in investors, it needs to set who can sell, what happens if a purchase offer arrives, which decisions require each investor's vote and how the minority is protected. A SAPI lets those rules go into the bylaws and the share certificates (LMV arts. 13 and 16), and its cap table can combine share classes with different rights. Financial technology institutions, including crowdfunding institutions (IFCs), must be stock corporations (art. 36 of the Fintech Law), and a SAPI is a form of stock corporation: for example, the Official Gazette (DOF) published on May 11, 2022 the authorization of «Comunidad de Préstamos, S.A.P.I. de C.V., Institución de Financiamiento Colectivo». A SAPI can also raise equity through an IFC (equity crowdfunding, art. 16(II) of the Fintech Law); securities offered this way cannot be registered in the National Securities Registry (art. 16). More in Mexico's Fintech Law.

What tokenizing a SAPI's shares involves.

• The token does not change the share. Shares of a stock corporation are registered securities (LGSM art. 111), and the company treats as owner whoever appears in its share registry (arts. 128 and 129). A blockchain registry has to be reconciled with that book, and each recorded transfer is reported in the Ministry of Economy's electronic system (art. 129).
• Restrictions travel with the share. Since a SAPI's share certificates must include its bylaw provisions (LMV art. 13), the smart contract must enforce the transfer limits, preemptive rights and share classes.
• Offering them to the public is a public offering. An offer made through mass media to unspecified persons, or aimed at certain classes of investors, is a public offering and requires registering the securities in the National Securities Registry (LMV arts. 2 and 7). The LMV does not currently mention distributed ledger technology. In their joint statement of December 13, 2017, the financial authorities (SHCP, Banxico and CNBV) warned that security tokens can constitute securities.
• A regulated route outside the National Securities Registry: equity crowdfunding through an authorized IFC, whose securities cannot be registered there. In that case, operations with virtual assets are only allowed in the cases and on the terms set by the Bank of Mexico (art. 16 of the Fintech Law).

How tokenized shares are issued and managed is covered in share tokenization and in tokenizing company shares; the full Mexican framework, in asset tokenization in Mexico. This entry does not cover the SAPI's tax treatment.

Official sources: Securities Market Law, arts. 2, 7 and 12 to 21 (Chamber of Deputies); General Law of Commercial Companies (Chamber of Deputies); Fintech Law, arts. 16 and 36 (Chamber of Deputies); DOF, May 11, 2022, authorization of an IFC; SHCP, Banxico and CNBV joint statement, December 13, 2017.

Framework verified as of October 13, 2026. At Unknown Gravity we build the platform and the smart contracts to represent a company's shares and shareholder registry on blockchain, working with the client's local legal counsel. We are not a legal or tax advisor, nor a securities market intermediary. Talk to us.