Labor risk (IMSS, PTU) before capital movements

Why does labor liability compress valuation?

A counterparty acquires liabilities with the business — in sale, incoming partner, or financed due diligence. In Mexican SMBs, labor gaps that do not show in EBITDA — missing IMSS registrations, PTU not paid formally, wrong tenure, obsolete outsourcing — surface in due diligence and become price discount, escrow, or dead deal. Labor liability is silent until someone reviews contracts, payroll, and IMSS records.

What do IMSS, PTU, and tenure reviews cover?

Labor due diligence crosses payroll, individual contracts, and authority compliance (LFT; M&A practice in DePamphilis and Rosenbaum & Pearl). Typical questions a counterparty asks — that the Vestcrest Diagnostic does not certify:

• Workers registered with IMSS? — Operations staff without registration, cash pay, or hybrid schemes create immediate contingency.
• PTU paid formally / via bank? — Undocumented profit sharing or pay outside tax payroll is recurring SMB risk.
• Tenure and benefits — Severance math, pending settlements, contracts without clear termination clauses.
• Obsolete outsourcing schemes — Misstructured specialized services SAT or STPS may reclassify as subordinate employment.

What to do before opening conversations?

With payroll accountant and labor lawyer: cross headcount vs IMSS registrations, review PTU for recent years, update contracts, and estimate labor liability. File settlements, attendance records, and bank proof of PTU. If liability is material, close it or quantify it before setting price expectations — negotiating without that number gives leverage to the counterparty.

If the business depends on you to operate, labor risk often pairs with owner dependency and sellability.

What does the Diagnostic not measure on labor?

The Diagnostic includes IMSS, PTU, tenure, and personal expense self-assessment in the score (Mexico Prep block). It uses payroll in P&L as a cost line — that feeds operating efficiency and margin gaps, not IMSS or PTU certification. Operating questions cover team, turnover, and role documentation — not social security registration or labor liability. For labor risk you need labor lawyer and payroll accountant; Vestcrest does not replace labor due diligence or certify compliance.

Full Mexico dimension guidance — tax, labor, and informal governance — in preparation to sell.