SAPI & Crypto Funding
The operation of a SAPI and the use of virtual assets. It is essential to understand that, for legal purposes, The company and its founders operate as completely separate entities.
The SAPI: Growth Vehicle
The SAPI It is a legal structure designed in Mexico for companies seeking to raise capital. Unlike traditional corporations, it allows for extremely flexible, customized rules to be agreed upon between partners.
Custom Rules
It greatly facilitates the entry and exit of investors by creating tailor-made agreements.
Protection of Rights
It secures and protects the rights, decisions and capital of those who own smaller percentages within the company.
Corporate Separation
Legally, the founder is a separate entity from the company. If the founder injects capital, they act as an independent investor.
Corporate Power Comparison
Legal Status of Cryptocurrencies
Under Mexican law, cryptocurrencies are not considered legal tender, but ""Virtual Assets"". For accounting purposes, they are treated as if they were tangible assets.
Goods, Not Money
They are legally treated as intangible assets (similar to property, licenses, or equipment), not as cash deposits.
No Bank Connection
Traditional banking institutions in Mexico have restrictions and do not process cryptocurrency deposits directly.
In-kind contribution
By injecting crypto into the company, it registers as a in-kind contribution, forcing us to determine its exact value in pesos at that time.
The Founder as Investor
When the president or founder injects their own virtual assets (e.g., profits from US trading) into the SAPI, a Increase in Internal Capital.
1. Mandatory Valuation
High FrictionIf direct crypto is injected, a public expert or broker must certify the value of the assets for the accounting to be legal.
- It increases notary costs and processing times.
2. Assembly Formalization
Medium FrictionA Shareholders' Meeting is required to approve the transfer of assets in exchange for new shares.
- It strengthens the company without external financing.
3. Personal Taxes
Tax BurdenFor the founder, handing over assets to the company can be interpreted as a sale to the tax authorities.
- It can generate tax payments for capital gain.
4. External Notice (RNIE)
RegulatoryIf the founder has their tax residence outside of Mexico (for example, in the U.S.), they must report the investment.
- It guarantees the legality of foreign funds.
Levels of Friction in Capital Raising
The Stablecoin Route"
The most efficient and secure operational flow when the founder injects cryptocurrencies originating from foreign Exchanges or Wallets.
Crypto Transfer (On-Chain)
The founder sends the funds in Stablecoins directly through the blockchain, from your external wallet (e.g., Exodus or Exchange in the US) to the SAPI's Bitso business account.
Flash Reception and Settlement
Once the network confirms receipt of the virtual assets, the SAPI immediately executes a sell order within the platform to convert said assets to Mexican Pesos (MXN).
Bank Transfer (SPEI)
The Mexican pesos resulting from the transaction are withdrawn from Bitso to the SAPI's traditional bank account via a transfer SPEI.
Cash Capital Increase
With the funds reflected in the bank account, the Shareholders' Meeting is held. Legally, the injection is in cash, which avoids complex expert valuations and facilitates the issuance of shares.
UIF and AML requirements
The law classifies the use of virtual assets as a "Vulnerable Activity". Operating on this flow requires obligations of Money Laundering Prevention (AML).
If the operation is equal to or greater than 645 UMA, The company must compile a complete investor identification file.
Upon exceeding the threshold of 645 UMA, the SAPI is obliged to send notices to the UIF monthly.
It is mandatory to identify the controlling beneficiary of the investment, have an AML Compliance Manual and a designated representative.