PTU Distribution Agreement Mexico (Acuerdo de Reparto de Utilidades)

A PTU Distribution Agreement Mexico (Acuerdo de Reparto de Utilidades) is a formal document recording the agreement between an employer (patrón) and workers regarding the distribution of Participación de los Trabajadores en las Utilidades de las Empresas (PTU — employee profit-sharing), constitutionally guaranteed under Article 123, Apartado A, Fraction IX of the Constitución Política de los Estados Unidos Mexicanos of 5 February 1917 and regulated in detail by Articles 117 through 131 of the Ley Federal del Trabajo (LFT) published in the Diario Oficial de la Federación on 1 April 1970. The agreement documents the total distributable profit amount (utilidad repartible), the list of eligible workers with their individual PTU calculation, the payment schedule, and the basis for any disputed amounts — creating the primary record for SAT, STPS, and Tribunales Laborales purposes.

The PTU obligation applies to all private-sector employers who generate taxable profits (utilidades fiscales) in any fiscal year — defined as the taxable income declared in the annual Impuesto sobre la Renta (ISR) return filed by the employer with the Servicio de Administración Tributaria (SAT) under the Ley del Impuesto sobre la Renta (LISR) published in the DOF on 11 December 2013. Article 120 of the LFT establishes that the Comisión Mixta de Utilidades (a joint employer-worker committee created under Article 125 LFT) determines the distributable profit base from the annual ISR return — specifically, the taxable profit (utilidad fiscal) after deducting the ISR tax paid and any PTU deducted as an expense in that same return. The resulting amount, multiplied by the statutory 10% rate under Article 117 LFT, produces the PTU pool (fondo de PTU) to be distributed.

Under Article 123 of the LFT, the PTU pool is divided into two equal halves. The first half is distributed equally among all eligible workers based on the number of calendar days worked during the fiscal year — each worker's share is proportional to their days worked relative to the total days worked by all eligible workers. The second half is distributed proportionally based on each worker's ordinary salary (salario ordinario) received during the fiscal year — not the Salario Diario Integrado (SDI), but the base salary excluding overtime and non-recurring bonuses. This two-formula structure means that lower-wage workers benefit disproportionately from the days-based first half, while the salary-based second half favors higher earners.

Article 127 of the LFT establishes an important cap: the PTU payment to any individual worker may not exceed three months' salary (tres meses de salario ordinario) or the average PTU received during the preceding three fiscal years by the same worker — whichever is higher. This cap was introduced to prevent excessive PTU concentration among high-earning executives. The capped amount does not reduce the total PTU pool — excess amounts above the cap for individual workers are distributed proportionally among remaining eligible workers.

Payment of PTU must be made within sixty days following the deadline for filing the annual ISR return — for most legal entities (personas morales), the annual return is due by 31 March, making PTU payment due by 31 May at the latest under Article 122 LFT. Employers who fail to pay PTU within this deadline are subject to claims before the Centro Federal de Conciliación y Registro Laboral (CFCRL) and the Tribunales Laborales, and owe default interest on unpaid amounts. The STPS Inspección Federal del Trabajo may audit PTU records and impose fines under Article 994 LFT for non-compliance.

Workers exempt from PTU participation under Article 127 LFT include: directors, managers, and general administrators (directores, gerentes generales y administradores generales); workers employed for specific projects of less than sixty days during the year; domestic workers (trabajadores domésticos); and pensioners who continue receiving pension income (pensionados). New companies are exempt from PTU distribution in their first year of operations under Article 126 fraction I LFT.

A PTU Distribution Agreement Mexico is required annually by all private-sector employers who generated taxable profits in the preceding fiscal year and have at least one eligible worker under the Ley Federal del Trabajo profit-sharing framework of Articles 117 through 131.

The document is needed each year following the employer's filing of the annual ISR return with the SAT — for most legal entities (personas morales), this occurs by 31 March, triggering a sixty-day PTU payment window under Article 122 LFT that closes on 31 May. The Acuerdo de Reparto de Utilidades formally records the Comisión Mixta de PTU's determination of the distributable amount and the individual allocations agreed upon with worker representatives.

A PTU agreement is also needed when workers challenge the employer's PTU calculation — Article 121 of the LFT grants workers a thirty-day period following the employer's disclosure of the annual ISR return to file objections (objeciones) to the PTU calculation with the Comisión Mixta de PTU. A formal distribution agreement that is reviewed and signed by worker representatives reduces the risk of post-payment PTU disputes before the CFCRL.

The document is required to substantiate the PTU deduction claimed by the employer in the following year's annual ISR return — Article 9 of the LISR allows PTU paid to workers to be deducted as a business expense in the fiscal year in which it is paid. Without documentation of the PTU distribution per worker, the SAT may disallow the deduction during a revisión fiscal (tax audit).

Employers participating in Contratos Colectivos de Trabajo (CCT) registered with the CFCRL that include fixed PTU clauses (reparto de utilidades en cantidad fija o mínima garantizada) need a PTU distribution agreement to reconcile the contractually guaranteed amounts against the statutory calculation, document any excess amounts paid above the LFT formula result, and record workers' acknowledgment of receipt of both components.

Human resources and payroll departments use the PTU distribution agreement to generate the CFDI de Nómina (Comprobante Fiscal Digital por Internet) payroll receipts for each worker recording the PTU payment — required by SAT Complemento de Nómina version 1.2 regulations — and to evidence that the PTU payments reflected in the CFDI match the distribution agreement signed by the Comisión Mixta de PTU.

A complete PTU Distribution Agreement Mexico under the Ley Federal del Trabajo arts. 117–131 must include the following elements to satisfy STPS, SAT, CFCRL, and Tribunales Laborales requirements.

Employer Identification: Full legal name (razón social), RFC (Registro Federal de Contribuyentes), Registro Patronal IMSS, fiscal domicile (domicilio fiscal), and name of the legal representative (representante legal) with authority to sign the PTU agreement on behalf of the company. The RFC must match the annual ISR return from which the PTU base is derived.

Fiscal Year Covered: The calendar year for which profits are being distributed (e.g., fiscal year 2024 with PTU payable in 2025). The agreement must reference the annual ISR return filing date and folio or SAT acknowledgment receipt (acuse de recibo) confirming that the return was timely filed with the Servicio de Administración Tributaria.

PTU Calculation Basis: The taxable profit (utilidad fiscal) as stated in the annual ISR return, the ISR tax paid during the year, any PTU deduction applied in the return, and the resulting distributable profit (utilidad repartible) after these adjustments. The 10% PTU rate applied to the distributable profit under Article 117 LFT to produce the total PTU pool (fondo de PTU) must be stated explicitly. This transparency is essential for the Comisión Mixta de PTU to verify the calculation under Article 125 LFT.

Eligible Worker List: A complete roster of all workers eligible to participate in the PTU distribution for the fiscal year — including those who resigned, retired, or were dismissed during the year but worked at least one day, as Article 117 LFT grants PTU rights to any worker with any days worked in the year. The list must include each worker's name, RFC, number of days worked in the fiscal year, and ordinary salary received. Workers excluded under Article 127 LFT (directors, general managers, workers employed fewer than 60 days, domestic workers) must be listed separately with the exclusion basis stated.

PTU Calculation per Worker: The individual PTU amount for each eligible worker, calculated using the two-formula method under Article 123 LFT: (i) days-worked share from the first half of the PTU pool, and (ii) salary-proportional share from the second half. The three-month salary cap under Article 127 LFT must be applied and documented for any worker whose calculated PTU exceeds the cap. Where excess amounts from capped workers are redistributed, the redistribution method must be documented.

Payment Schedule: The date or dates on which PTU payments will be made to workers. Payment must occur within sixty days of the annual ISR return deadline — no later than 31 May for most legal entities. Where a single payment date is used, it must be stated; where staggered payments are made, each installment date and amount per worker must be documented. Article 122 LFT requires that PTU be paid in a single payment unless the worker agrees in writing to installments.

Worker and Union Acknowledgment: Signatures of worker representatives on the Comisión Mixta de PTU established under Article 125 LFT — typically two employer representatives and two worker representatives elected by the workers — acknowledging that the PTU calculation was reviewed, that any objections under Article 121 LFT were resolved, and that the distribution amounts are agreed. Where a CCT exists, the union representative (delegado sindical) must also sign.

SAT and CFDI Compliance: A statement that PTU payments are ISR-exempt up to fifteen times the general minimum wage (fifteen SMG) under Article 93 fraction XIV of the LISR — for 2025, approximately $4,182 MXN per worker (15 × $278.80 SMG). PTU amounts exceeding fifteen SMG are subject to ISR withholding under the special PTU tax table in the LISR. CFDI de Nómina receipts must be issued for each worker reflecting the PTU payment and its ISR treatment.

Forms-legal.com provides this PTU Distribution Agreement Mexico template as a practical starting point. Every PTU distribution should be reviewed by a licensed contador público (CPA) or abogado fiscalista to verify the ISR return basis, the cap calculation under Article 127 LFT, and the CFDI de Nómina requirements before payment.