Written for Mexico. This analysis applies to Mexican federal tax law — ISR (income tax), IVA (VAT) and SAT rules — and cites Mexican statutes. Amounts are in Mexican pesos (MXN).
The number-one mistake a Mexican shareholder makes when paying themselves: using a single path — dividends for the orthodox, endless "loans" for the reckless — when the law offers a menu of routes with radically different tax costs. Well-designed shareholder compensation is a portfolio: every peso leaves through the door that costs the least for what it truly is. That last nuance is everything — the doors exist for genuine concepts, not as interchangeable labels.
The menu, path by path
- Salary: deductible for the company, a progressive rate for you, with IMSS (Mexico's social security institute). It applies when there is real work and subordination. A sensible base for the managing shareholder's package. Safe with real functions.
- Asimilados a salarios (salary-assimilated income — board members, assimilated fees): deductible, no IMSS, the salary rate with a special withholding on board members' emoluments. Legitimate for real boards of directors and the cases in art. 94. Defensible with minutes and functions; red zone when it "assimilates" operating work or amounts without a function — it is a current audit focus.
- Independent professional fees: for genuine professional services from the shareholder (distinct from their management role), with full substance: contract, deliverables, market price. Defensible; the fee with no deliverables is the classic recharacterized one.
- Lease: the shareholder leases their real estate to the company — deductible for the entity, and the shareholder takes advantage of the 35% blind deduction. One of the menu's most efficient paths when the property exists and the rent is at market (an appraisal or comparables — it is a related-party transaction). Safe when well supported.
- Interest: the shareholder who lent real capital to the company charges interest at a market rate — deductible subject to requirements (including thin capitalization if there is structure), withholding on the shareholder's side, and income recognition. Correct when the loan was genuine and documented. Defensible; interest on a "loan" that was disguised capital is not.
- Royalties: the trademark registered with IMPI (Mexico's trademark office) in the shareholder's name (or the holding entity's) licensed to the operating company — deductible, with a serious valuation and withholdings. Elegant in groups with a real, valuable brand. Defensible with registration, valuation and demonstrated use; red zone for the paper trademark valued on a whim.
- Dividends: the natural path — and the most expensive at the end of the day (the 30% corporate tax already paid + 10% withholding + up to 5 points on your annual return), though with CUFIN (the after-tax profits account) there are no surprises and zero argument over substance. The safest on the menu, and optimizable with the holding layer that defers the personal part.
- Capital reimbursement (CUCA): returning to you what you contributed is not income — up to the balance of the Capital Contribution Account (CUCA) and under the mechanics of arts. 78. Technical, with fine calculations and deemed profits lurking if done badly, but it is the ISR-free extraction path par excellence when there is real CUCA. Defensible with impeccable working papers; it is surgery, not paperwork.
- Advances on surplus (anticipos de remanente): exclusive to civil partnerships and cooperatives — deductible for the entity, the salary rate for the member. Useful in the right vehicles; forcing the vehicle to access the treatment is the abuse that burned them. Unsettled/red outside their natural habitat.
How much does each peso you pull out of your company cost you today?
Strategium designs the shareholder's compensation package: it maps which real concepts exist in your case (functions, real estate, contributed capital, brand), assigns amounts at market value and delivers the mix with its full tax cost — company + individual — against the 'everything as dividends' scenario. The annual difference usually pays for the advice several times over; the key is that each path has its own substance.
Frequently asked questions
What is the typical mix for a managing shareholder?
A reasonable market salary for the management role (deductible, IMSS, your social-security base), a lease if you contribute real estate, interest if you financed the company, and the surplus as dividends with the holding deferring the personal layer. The percentages come out of your own numbers — the 'one-size-fits-all recipe' they sell you without looking at your case is the first red flag.
Do loans from the company to the shareholder work as a way to pay yourself?
No: loans to shareholders are presumed to be dividends unless strict requirements are met (an agreement, a term under one year, a market interest rate and real repayment). The permanent 'loan' is a deemed dividend with a penalty waiting for its date — it is the menu's anti-path, not one of its options.
Does paying myself a low salary and taking everything else outside payroll save on IMSS?
It 'saves' you today and costs you double later: a pension and coverage calculated on a bare-bones base, and on the labor-tax side, questionable salary integration if there are disguised compensation elements. A shareholder's salary is set at market for their function — neither inflated to over-deduct, nor symbolic to dodge contributions.
Let's talk about your case
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