On May 28, 2026, two precedents issued by the Plenary of the Superior Chamber of the Federal Court of Administrative Justice (Tribunal Federal de Justicia Administrativa or “TFJA”) were published in the Court’s official journal. These precedents address the tax treatment of capital contributions and dividend distributions.

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The first precedent, entitled “CAPITAL CONTRIBUTION ACCOUNT (CUCA). AN INCREASE THEREOF IS NOT PERMISSIBLE WHEN A CAPITAL CONTRIBUTION IS INTENDED TO BE PAID THROUGH THE ASSIGNMENT OR TRANSFER OF COLLECTION RIGHTS DERIVED FROM NEGOTIABLE INSTRUMENTS," analyzes the scope of Article 78 of the Mexican Income Tax Law (“MITL”), pursuant to which capital contributions may only be added to the Capital Contribution Account (Cuenta de Capital de Aportación or “CUCA”) once such contributions have been effectively paid.

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Through this precedent, the Court held that the assignment or transfer of collection rights derived from a promissory note does not, in itself, constitute a valid form of payment for purposes of complying with such requirement. According to the Court, a promissory note merely represents an unconditional promise to pay, and its transfer does not result in the immediate extinguishment of the underlying obligation, which remains outstanding until the instrument is actually collected. Consequently, the Court concluded that a capital contribution intended to be paid through the assignment or transfer of rights derived from a promissory note cannot be deemed effectively paid for purposes of increasing the CUCA balance.

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Additionally, the same decision gave rise to a second precedent entitled “DIVIDENDS. ARGUMENTS SEEKING TO DEMONSTRATE PAYMENT THROUGH MEANS OTHER THAN THOSE EXPRESSLY PROVIDED IN THE INCOME TAX LAW ARE LEGALLY INEFFECTIVE.”

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In this precedent, the Court held that arguments seeking to demonstrate that dividends may be paid through mechanisms other than those expressly provided under Article 76, Section XI, of the MITL are based on a premise that contradicts such provision. The Court reasoned that the relevant provision expressly establishes that dividends must be paid either through a non-negotiable check issued in favor of the shareholder or through a wire transfer to the shareholder’s bank account.

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The Court further noted that these payment mechanisms are directly linked to the tax control system associated with the determination, composition, and reduction of the Net After-Tax Profit Account (Cuenta de Utilidad Fiscal Neta or “CUFIN”). Accordingly, permitting alternative payment methods would hinder the objective verification of dividend distributions and their corresponding tax effects.

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Although both precedents are isolated decisions and therefore not binding, we consider it advisable to take them into account when documenting capital contributions and dividend distributions, particularly where mechanisms other than those expressly contemplated under Mexican tax law are intended to be used.

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Our Firm’s Tax Practice is well-equipped to assist clients with any matters related to the criteria described above and their potential impact on corporate transactions.

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For any questions or comments, you can contact our expert team.