The main finance regulator is the Ministry of Finance and Public Credit (Secretaria de Hacienda y Crédito Público, the “Ministry of Finance”). The Ministry of Finance is responsible for facilitating transactions and promoting the development, expansion and competitiveness of the market. The Ministry of Finance acts through subordinated entities under its control, such as the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, “CNBV”).

The CNBV is the central securities and banking regulator in Mexico and oversees the two Mexican stock exchanges – Bolsa Mexicana de Valores (“BMV”) and Bolsa Institucional de Valores (“BIVA”) (jointly, the “Stock Exchanges”) – and all other capital market participants, such as underwriters, broker-dealers, issuers and securities depositaries.

Key capital market statutes include the Securities Market Law (Ley del Mercado de Valores), which provides the general operational framework for securities-related commercial acts, including the public offering of shares and the corporate governance regime for public companies (sociedades anónimas bursátiles or “SABs”) an the activities of broker-dealers. The additional general rules and regulations governing these matters include:
• General provisions applicable to issuers and other participants of the securities market (Disposiciones de carácter general aplicables a las emisoras de valores y a otros participantes del mercado de valores) (the “General Provisions”).

• BMV’s internal regulations.
• BIVA’s internal regulations.
• Indeval’s (the central securities depository for the Mexican securities market) internal regulations.
• General regulations applicable to stock exchanges.
• General regulations applicable to broker-dealers.
• General regulations applicable to entities and issuers regulated by the CNBV that contract external audit services for basic financial statements.

Separate regulation that may be relevant to consider when working on capital markets transactions include laws and regulations applicable to the Mexican pension funds and the General provisions applicable to securities transactions by directors, officers or employees of financial entities and other supervised persons (Disposiciones de carácter general aplicables a las operaciones con valores que realicen los consejeros, directivos y empleados de entidades financieras y demás personas obligadas) among others.

The regulatory framework for debt capital markets in Mexico is primarily governed by the same regulators and statutes described above (i.e., the Ministry of Finance, the CNBV, Banco de México, the Stock Exchanges, and the Securities Market Law). However, additional legislation and regulations are also relevant to debt issuances:

The General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito) provides the regulatory regime applicable to, among other matters, private securities, transactions with such securities and holders’ meetings, and sets forth the rights and available remedies for instrument holders. The law also governs the special purpose vehicle that is most commonly used in securitisation transactions, the Mexican trust and trust certificates issued thereunder, which are securities used in many Mexican structured finance transactions and are also regulated under the Securities Market Law as trust certificates.

Banco de México plays a more direct role in debt markets through its regulations governing interest rates and payment systems; it also acts as financial agent for the Federal Government in the placement of government debt securities in the primary market. The Central Bank also regulates certain aspects of short-term debt instruments and commercial paper.

Additionally, the General Provisions contain specific requirements for debt issuances, including mandatory credit ratings, disclosure of guarantees and credit enhancement mechanisms, and the role of the common representative (representante común) who acts on behalf of holders of debt securities and structured instruments.

Yes. Mexican law expressly recognizes self-regulatory organizations (organismos autorregulatorios). The stock exchanges (BMV and BIVA) and central counterparties are self-regulatory organizations under applicable law with oversight by CNBV, and industry associations of securities market intermediaries may also obtain recognition as self-regulatory organizations from the CNBV (as is the case of the Mexican Association of Securities Intermediaries, Asociación Mexicana de Instituciones Bursátiles or “AMIB”).

In their self-regulatory capacity, these organizations may issue rules governing their activities and members, and consequently, supervise and impose sanctions on their members for breaches of those rules.

Their role is, however, supplemental and subordinate to that of the CNBV. The CNBV retains ultimate authority over securities market regulation, including the authorization of public offerings, the registration of securities, and the enforcement of the securities laws. The CNBV may object to or veto the self-regulatory rules issued by these organizations, order the removal or suspension of their directors and officers, and revoke the recognition granted to industry associations; the Stock Exchanges’ internal regulations are likewise subject to CNBV review.

Under the simplified issuer regime published in January 2025, broker-dealers and stock exchanges have been given an enhanced role, as they are now responsible for reviewing the documentation of potential simplified issuers and issuing favorable opinions before submission to the CNBV. This represents a meaningful expansion of self-regulatory functions, though ultimate authority over registration and oversight remains with the CNBV.

The common exemptions are the following:

1. Private offerings of unregistered securities undertaken in Mexico complying with at least one of the following requirements: (i) the acquirers are solely institutional or qualified investors, (ii) the securities are offered to less than 100 investors, (iii) the offer is made under employee stock option plans, and (iv) the offer is made to shareholders of companies, as an incentive for the shareholders to carry out the main purpose of such companies.

2. The issuer qualifies as a recurring issuer (emisor recurrente) with an offering program (programa de colocación) of debt or equity. The authorization process for a securities offering is streamlined since it uses forms of the offering documents as authorized by the CNBV. In this case, the issuer will be required to file an informative supplement (suplemento informativo).

3. Short term issuances. An issuance is qualified as “short term” if the securities issued have a term equal to or less than one year.

In general terms (i) financial entities that are part of financial groups to which multiple banking institutions, broker-dealers, investment company operating companies, companies that distribute stock of investment companies or financial entities that distribute stock of investment companies belong, (ii) issuers, and (iii) simplified issuers, among other legal entities, are required to establish guidelines, policies and control mechanisms for securities transactions carried out by their directors, officers and employees who, by virtue of their position, have or may have access to privileged information. In addition to the above, the Securities Market Law establishes guidelines for the execution of transactions using privileged information, as well as for the disclosure of such actions.

Knowledge of relevant events that have not been disclosed to the market by the issuer or simplified issuer through the Stock Exchange on which its securities are listed constitutes privileged information under the Securities Market Law. To be considered “privileged information” it will be sufficient that part or an extract of the information may influence the price of an issuer’s securities.

The Securities Market Law also establishes sanctions for those who, in contravention of the law, (i) provide by any means or transmit privileged information to another person or persons or make recommendations based on privileged information about securities (imprisonment from 3 to 15 years) or (ii) carry out or instruct the execution of operations making use of privileged information and obtain a benefit from them (imprisonment from 2 to 6 years, when the amount of the benefit is up to approximately $11,731,000 Mexican pesos, and imprisonment of four to twelve years, when the benefit exceeds such amount).

Managers and directors of a public company incur liability for disseminating to the public false or misleading information, and the shareholders have the right to request indemnification relief in accordance with the remedies described in question 7 below.

Likewise, any person who disseminates false information about an issuer through placement prospectuses or similar informative documents or any mass media, or hides or omits to disclose information required by law, will face (i) five to ten years of imprisonment, and (ii) a fine of an amount ranging between $3,519,300 Mexican pesos and $17,596,500 Mexican pesos.

Additionally, the CNBV may impose administrative sanctions, including: (i) warnings, (ii) fines, (iii) suspension or revocation of authorizations, (iv) prohibition from acquiring securities or performing certain activities, and (v) removal or disqualification of directors and officers. Criminal sanctions may also apply for securities fraud, market manipulation and insider trading violations.

Shareholders of public companies, with the following percentages of capital stock ownership, will have the following rights and remedies: (i) with 20% or more of the outstanding shares, to judicially oppose the resolutions of a shareholders’ meeting, and (ii) with 5% or more of the outstanding shares, to enforce the liability and indemnification for damages against the manager or directors of the company for breach of their obligations.

In addition, Mexican courts have ruled that any shareholder may claim the invalidity of resolutions of a holders’ meeting that are contrary to applicable law or bylaws provisions, regardless of the lack of a special percentage of participation in the company’s equity.

Additionally, the Mexican Supreme Court has recently established that any individual shareholder may claim civil liability from the managers or directors for any direct damages caused by their illegal conduct, regardless of the actions that may be taken by the company.

For debt securities holders, the indenture (acta de emisión) and the debt certificate establish the key rights and remedies available to them in case of an issuer’s breach of an obligation. These typically include:

• Acceleration of the debt upon an event of default.
• Enforcement of collateral or guarantees.
• Participation in holders’ meetings to approve or reject proposed amendments to the terms and conditions of the securities.
• Judicial actions, through the common representative, for the collection of amounts due.

According to the Organization for Economic Cooperation and Development (OECD), the Mexican economy is expected to grow by approximately 1.3% in 2026 and 1.7% in 2027, with inflation gradually easing toward 3.8% in 2026. Public consumption and capital expenditure are expected to remain constrained due to ongoing fiscal consolidation efforts. Export performance will likely be weighed down by the impact of trade barriers (tariffs), elevated geopolitical and policy uncertainty, and a slowdown in global demand. While declining interest rates may offer some support to investment activity, a meaningful recovery is anticipated to be gradual, reflecting persistent uncertainty in the macroeconomic and regulatory environment.

Private investment in Mexico is expected to gradually respond to lower interest rates, although persistent domestic and global uncertainties will likely continue to constrain capital formation. On the other hand, public investment is anticipated to remain limited, aligned with fiscal consolidation efforts aimed at reducing the budget deficit. Given Mexico’s strong trade and financial ties with the United States, the pace of U.S. growth and overall global financial conditions will remain key external factors for Mexican fund raising activity.

On the upside, a reduction in policy and trade-related uncertainty could provide stronger-than-expected support to investment and export activity. In particular, the United States-Mexico-Canada Agreement (USMCA/T-MEC) is entering its first joint review, which formally commences on July 1, 2026; bilateral preparatory discussions between Mexico and the United States advanced during the first half of 2026 in a constructive tone. A timely and favorable outcome of this review process could improve investor sentiment and support cross-border capital flows.

In recent years, Mexico has introduced changes in governmental policies and regulatory frameworks, including the reform to the Mexican Constitution regarding the Judicial System effective as of September 15, 2024 (the “Judicial Reform”). Among other things, under the Judicial Reform, magistrates, judges and justices of the Supreme Court are no longer appointed and are now democratically elected by direct vote of the citizens, following the first judicial elections held on June 1, 2025. The impact of the Judicial Reform on Mexico’s financial and economic sector remains uncertain, and it is not possible to predict how it may or may not impact fund raising activities in the country.

Listing requirements may slightly differ between each of the Stock Exchanges. In both cases, it is necessary to file the documentation set forth in the Securities Market Law and the General Provisions for the registration of securities in the Mexican Securities Registry (Registro Nacional de Valores, “RNV”) and for the authorization of the public offering by the CNBV. The required documents may have some variations and specifications depending on the type of security, but in general the following documents are required:

1. Incorporation deed of the issuer, as well as any amendments to its bylaws.

2. Preliminary placement prospectus and, if applicable, informative supplement, to be replaced by the definitive prospectus or supplement no later than the day of commencement of the offering.

3. Document with key information for the investment (documento con información clave para la inversión, “DICI”).

4. Legal opinion issued by an independent external lawyer.

5. In the case of debt instruments and residual trust debt securities, a rating on the credit risk of the securities issued by at least one accredited credit rating institution.

6. Information on the guarantor or endorsee in the case of guaranteed instruments, as well as the guarantees, their constitution and form of execution.

Simplified regime. On January 21, 2025, the General provisions applicable to simplified issuers and securities subject to simplified registration (Disposiciones de carácter general aplicables a las emisoras simplificadas y los valores objeto de inscripción simplificada) were published in the Official Gazette of the Federation, establishing the requirements for the registration of securities by a simplified issuer (following the amendments to the Securities Market Law published on December 28, 2023). The main features are the following:

1. Broker-dealers and stock exchanges are responsible for reviewing the documentation of potential simplified issuers. Upon obtaining a favorable opinion from the stock exchange, the simplified registration request is submitted to the CNBV without it conducting a full review of the relevant documentation, which makes it significantly more expedited.

2. The securities eligible for simplified registration are: (i) shares of domestic or foreign companies, (ii) debt instruments (direct issuances or securitizations), and (iii) structured securities.

3. The public offering of these securities is “restricted”, meaning that only institutional or qualified investors may acquire them. Alternatively, the securities may be listed without an offering when resulting from mergers or spin-offs involving simplified issuers.

4. The issuance limits for simplified issuers are: (i) equity (shares): 1,250 million Investment Units (Unidades de Inversión, “UDI”), approximately USD $550 million, as the maximum amount per issuance and on an annual basis; and (ii) debt — Level I: 75 million UDIs, approximately USD $33 million, as the maximum per issuance, and 900 million UDIs, approximately USD $396 million, as the annual limit; and Level II: 1,250 million UDIs, approximately USD $550 million.

5. Simplified issuers must have at least two years of operations and revenues derived from their core business activity.

Dual-listing through the SIC. The Stock Exchanges operate the international quotation system (Sistema Internacional de Cotizaciones, “SIC”), an electronic conduit to trade securities listed on certain foreign stock exchanges recognised by the CNBV. The SIC allows foreign companies to be listed alongside local issuers in both Stock Exchanges and has grown significantly over the last several years, driven mainly by ETFs.

Estimated costs and timelines. The overall timeline and cost of a listing depend on the type of issuer, security and offering. The principal cost components typically include: CNBV registration fees; Stock Exchange (BMV/BIVA) listing and maintenance fees; Indeval deposit fees; legal counsel fees; external auditor fees; underwriting/placement commission; and printing, roadshow and marketing expenses. The estimated timeline from kick-off to pricing is typically eight months for a traditional public offering, and is expected to be substantially shorter under the simplified issuer regime given its expedited review process.

Weighted voting rights are not contemplated under Mexican law but may be established by the shareholders of a company through voting agreements amongst them. The rights and limitations of the shares shall be disclosed by the issuer through the Stock Exchanges.

Although Mexican law follows a one-share, one-vote principle and does not contemplate multiple voting rights per share, the Securities Market Law does permit public companies to issue shares with no voting rights, as well as shares with limited or restricted voting rights. In addition, the bylaws may grant certain shareholders special corporate rights, such as the right to appoint and remove a proportionate number of directors, veto rights over specified resolutions, or the requirement of a qualified majority for certain matters. These special rights, together with any shareholders’ agreements (convenios entre accionistas), must be disclosed to the market through the Stock Exchanges.

The key minority shareholder protection mechanisms are the following:

1. Shareholders holding at least 10% of the stock of a public company or issuer may:

a. appoint and remove a member of the board of directors;

b. request that a shareholders’ meeting be called; and

c. request a one-time postponement of a shareholders’ meeting, for three calendar days and without the need for a new call to be made, of the vote on any matter on which they do not consider themselves sufficiently informed.

2. Shareholders holding at least 5% of the stock of a public company or issuer may bring a civil liability action against the members of the board of directors for the benefit of the company.

3. Shareholders holding at least 20% of the stock of a public company or issuer may oppose in court resolutions of general meetings, provided that they have the right to vote on the matter in question.

In addition, Mexican Supreme Court has recently established that any individual shareholder may claim civil liability from the managers or directors for any direct damages caused by their illegal conduct, regardless of the actions that may be taken by the company in accordance with the aforementioned minority protection mechanisms.

Mexico does not have a separate, standalone takeover code. Instead, takeover regulation is contained within the Securities Market Law (Ley del Mercado de Valores), which establishes the framework for tender offers (ofertas públicas de adquisición or “OPAs”).

The person or group of persons who intend to acquire or attain by any means, directly or indirectly, the ownership of 30% or more of the common shares of a public company, through a stock exchange or private market, must carry out a mandatory tender offer. The CNBV may exempt the obligation to conduct a tender offer in certain cases, including:

1. Market price acquisitions resulting from a redistribution among members of the same group of persons, provided that the acquirers have been shareholders for more than five years.

2. Reductions of capital stock resulting in 30% or more participation.

3. Situations where the company’s viability is at risk, through capital increases or corporate restructurings.

4. Execution and adjudication of guarantees on shares in favor of financial entities.

5. Acquisitions by inheritance, bequest or donation from a spouse, concubine or relatives up to the fourth degree.

6. Transactions consistent with the protection of minority shareholder interests.

Squeeze-out. The Securities Market Law does not provide for a general squeeze-out mechanism that would allow a majority shareholder to compel minority shareholders to sell their shares merely upon reaching a certain ownership threshold. However, in the context of a delisting, the cancellation of the registration of the shares in the RNV must be approved by at least 95% of the shareholders, and the controlling shareholder must previously conduct a tender offer for the shares held by the minority at a price equal to the higher of the average trading price and the book value of the share, or, alternatively, obtain an exception from the CNBV (available, broadly, where holders of at least 95% of the capital consent, the amount to be offered to the minority is less than 300,000 UDIs, and the corresponding funds are placed in a trust). This effectively provides minority shareholders with an exit opportunity before delisting, but does not constitute a true squeeze-out right.

The main types of public company transactions requiring regulatory scrutiny and/or public disclosure are the following: (i) changes in the company’s corporate structure; (ii) amendments to the company’s bylaws; (iii) changes in the company’s directors and executive officers; (iv) execution, breach or termination of contracts with customers, suppliers or the government, which are substantial for the company’s purpose or main activities; (v) participation of the company in any public bidding; (vi) negotiation or execution of investment, merger or spin-off projects, or that involve the acquisition of company stock that modify its capital structure.

In addition, public companies that implement corporate restructurings must provide the CNBV and the public with a brochure or prospectus on such restructuring, containing the information necessary for shareholders to be able to make an informed decision on the restructuring.

The Securities Market Law considers as “related parties” the following: (i) persons with control or significant influence in legal entities of the same issuer’s business group or consortium and directors and officers of such corporate group; (ii) persons with power of command in legal entities of the same issuer’s business group or consortium; (iii) spouses, concubines, persons related by blood, affinity or civil relationship up to the third degree with persons described in the previous (i) and (ii) items, as well as partners and co-owners of such persons; (iv) companies that belong to the same issuer’s corporate group or consortium; and (v) companies where the persons described in items (i), (ii) and (iii) have control or significant influence. Mexican regulation establishes certain obligations to submit to the CNBV information related to the company’s control group, related parties of the company, and its relevant directors.

Transactions that the company carries out with related parties must be approved by the company’s board of directors with the prior favorable opinion of the internal practices committee. In the case of structured instruments (such as CKDs, Fibras, Fibras-E and Cerpis), depending on the amount of the transaction, approval of such transactions shall be granted by the holders’ meeting or the technical committee of the corresponding trust.

In Mexico, there are disclosure obligations regarding public companies’ shareholding. In general, publicly traded companies have the obligation to provide and disclose corporate information about their shareholders to the CNBV and the Stock Exchanges.

The main obligations regarding acquisitions of securities of public companies are as follows: (i) acquisition of the stock of a public company that results in the holding of 30% or more of the company’s capital stock must be made through a public tender offer; (ii) acquisitions of shares of a public company that result in a holding of more than 10% but less than 30% of the company’s capital stock must be disclosed to the market; (iii) related parties of a public company that increase or reduce their shareholding by 5% or more must inform the market of such circumstance; (iv) any person holding 10% or more of the stock of a public company must inform the CNBV and the market of any acquisitions or sales of such stock.

The law establishes specific matters of a public company to be decided through a shareholders’ meeting. Generally speaking, the ordinary shareholders’ meeting must (i) discuss, approve or amend the report of the board of directors referring to the principal policies and accounting principles used to prepare the financial information and the report of the CEO regarding the annual financial information of the company, (ii) if applicable, appoint, remove or ratify the members of the board of directors and presidents of each committee of the company, as well as qualify their independence under Mexican Securities Law, and (iii) determine the consideration corresponding to the members of the board of directors and committees. Additionally, the ordinary shareholders’ meeting of a public company must approve any transaction that represents 20% or more of the consolidated assets of the company.

An extraordinary shareholders’ meeting will decide on (i) the extension of the duration of the company; (ii) the early dissolution of the company; (iii) increases or reductions of the capital stock; (iv) change of corporate purpose; (v) change of the company’s nationality; (vi) transformation of the company; (vii) mergers; (viii) issuance of preferred shares; (ix) redemption by the company of its own shares and issuance of beneficial interest stock; (x) issuance of bonds; (xi) any other amendment to the bylaws, including spin-offs; and (xii) any other matters for which the law or the corresponding corporate charter requires a special quorum. Additionally, a public company is only able to request the cancellation of the registration of its stock (delisting) in the Mexican Securities Registry with the approval of at least 95% of the shareholders.

Apart from the matters previously listed, the bylaws of the company may contemplate matters to be decided by the shareholders’ meeting or any other corporate body.

Yes; at least 25% of the members of the Board of Directors of a public company must be independent pursuant to the requirements of independence established by law.

Under applicable law, to be deemed independent, a person must not fall into the following categories:

1. Relevant executives or employees of the company or of the legal entities that conform the business group or consortium to which the company belongs, as well as statutory auditors. The aforementioned limitation shall be applicable to those individuals who have held such positions during the 12 months immediately preceding the date of appointment.

2. Individuals who have significant influence or power of command in the company or in any of the legal entities that conform the business group or consortium to which said company belongs.

3. Controlling shareholders.

4. Customers, service providers, suppliers, debtors, creditors, partners, directors or employees of a company that is a significant customer, service provider, supplier, debtor or creditor. A customer, service provider or supplier is considered to be significant when the sales of the company represent more than 10% of the total sales of the customer, service provider or supplier during the 12 months prior to the date of appointment. Likewise, a debtor or creditor is considered to be significant when the amount of the credit is greater than 15% of the assets of the company itself or of its counterparty.

5. Those related by blood, affinity or civil relationship up to the fourth degree, as well as the spouses and concubines of any of the individuals referred to in items 1 to 4.

Additionally, persons who have held the position of external auditor of the company (or of any of the legal entities that make up the business group or consortium to which it belongs) during the 12 months immediately preceding the date of appointment may not act as directors of such public company.

For a public equity offering, the company requires audited financial statements (of the company and its subsidiaries with the favorable opinion of the auditor) for the last 3 years, or since the date of the company’s incorporation when this is less than 3 years old. When the financial statements for the most recent year are more than 6 months old as of the placement date, financial statements with a review of interim financial information with a favorable or unmodified opinion must also be filed, with a cut-off date not greater than such period, in comparative form with the financial statements for the previous year in accordance with applicable accounting standards. Additionally, when such financial statements with interim review are more than 3 months old as of the placement date, last quarterly non-audited financial statements are required.

Companies must approve their financial statements each year. The date after which the financial statements will not be admissible for a public offer filing will depend on the type of transaction and securities involved. The Securities Market Law and the General Provisions establish the time requirements regarding financial statements according to the specifics of the transaction in question and whether such financial statements must be audited or not.

The financial statements must be prepared in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board (“IFRS” or NIIF).

Mexican investors often consider international criteria and non-binding Mexican guidelines, such as the Mexican Sustainable Taxonomy, in their investment decisions.

Managers of pension funds (AFOREs), Mexico’s largest institutional investors, must comply with ESG requirements as outlined in the General Provisions on Financial Matters Related to the Pension Systems (Disposiciones de carácter general en materia financiera de los Sistemas de Ahorro para el Retiro), which include risk management policies for Investment Funds Specialized in Pension Funds (SIEFORES), the inclusion of ESG risk assessments in investment committees, and compulsory ESG training and certification for officials. These requirements underscore the critical role of ESG considerations in mitigating long-term investment risks.

In recent years there has been a discernible pivot towards ESG considerations in new securities issuances, both to cater to institutional investors’ interests and in response to a global push towards more sustainable and equitable business practices. As a result, and following the amendments to the Securities Market Law published on December 28, 2023, various amendments to the General Provisions were published on January 28, 2025, establishing the obligation for issuers to submit to the CNBV and the Stock Exchanges a sustainability report prepared in accordance with the IFRS Sustainability Disclosure Standards issued by the International Sustainability Standards Board (ISSB), specifically IFRS S1 (general requirements) and IFRS S2 (climate-related disclosures).

The key implementation timeline is as follows:

1. The first report was due in 2026, covering 2025 information, submitted alongside the issuer’s annual financial report, with no external assurance required.

2. The report due in 2027 (covering 2026 information) requires limited assurance.

3. The reports due from 2028 onwards (covering 2027 information and thereafter) require reasonable assurance.

Yes, trust structures are often adopted for issuing debt securities in Mexico. Some of the trustee’s main duties and obligations are the following:

1. Provide the CNBV, Stock Exchange and the market with finance, operational and legal information of the trust in an annual and quarterly basis as provided in the General Provisions.

2. Perform all acts for or tending to maintain the enforceability and validity of the title that covers the issuance of the debt certificates and the trust.

3. Make payments of principal and interest on the debt certificates in accordance with the corresponding payment schedule.

4. Maintain the registration of the debt certificates in the RNV and their listing in the Stock Exchange.

5. Perform all acts necessary for or tending to preserve the rights, prerogatives, permits, contracts, licenses, concessions or authorizations it holds and that are relevant for the performance of its activities, in accordance with the trust, the law and in consideration of the requirements of the trust’s current business.

6. Allow access to the common representative, the settlor, the manager and the rating agencies to all documents and information in its possession derived from or related to the issuance and that are to be delivered in accordance with applicable law.

Typical credit enhancement measures in Mexico include guarantees, over-collateralization, early redemption triggers, letters of credit and a senior/subordinated structure for the issuer’s debt, among others.

Factors considered to determine the credit enhancement measures to be adopted are mainly commercial and market factors at the time of the debt issuance (such as interest rates, supply and demand, among others). In addition, the economic condition and particular needs of the issuer are taken into account, such as its financial condition, its assets, and the risks to which the debt is subject.

Typical restrictive covenants consist of the issuer refraining from the following, subject to certain thresholds:

1. Selling, disposing of, transferring (for valuable consideration or free of charge) or transferring by any other means its assets in an activity that is not recurrent and/or is outside the ordinary course of business of the issuer.

2. Granting credits, loans or any other form of financing to third parties.

3. Prepaying any debt.

4. Contracting debt.

5. Creating, permitting or tolerating the existence of any liens on the assets subject to the trust (in case the debt is issued through a trust) and on other assets different from those subject to the trust.

6. Decreeing or paying reversions, distributions, dividends or reimbursements of capital to its shareholders or partners.

7. Modifying its constitutive documents, merging, transforming, splitting up.

8. Dissolving, liquidating or making any change in the nature of their activity or in its bylaws.

9. Permitting, recognizing or carrying out any change of control.

10. Using the funds received for purposes other than those agreed upon.

11. Making investments in fixed assets.

12. Carrying out a capital reduction.

13. Approving or implementing changes in its policies, controls and accounting criteria.

In general, the Mexican brokers-dealers are responsible to withhold the taxes related to the payment of debt securities’ interests and to remit the corresponding amounts to the Mexican tax authorities (Servicio de Administración Tributaria). The Mexican bondholders, in accordance with their tax regime, shall consider the interests in their annual filings and credit the withholding tax, if any; non-Mexican bondholders will be subject to withholding according to their specific characteristics and potential double tax treaty benefits, subject to certain requirements.

In the case of debt instruments, in addition to the general requirements for listing securities (mentioned in question 10), an opinion on the credit quality of the issuance prepared by a rating agency is required, with an issue date of no more than 90 business days prior to the placement date. Additionally, the issuer must deliver to the CNBV a letter stating that it informed the rating agency at the time of entering into the respective contract or agreement, as well as each time the rating agency issued an opinion on the credit quality of the issuance, if in the 2 months prior to the aforementioned dates, as applicable, the issuer itself received from another rating agency a rating on the securities subject of the issue.

The General Provisions provide for additional specifications regarding the requirements for the listing of debt securities depending on the particulars of the relevant securities. After listing, the issuer’s continuing obligations include periodic financial reporting (quarterly and annual), the disclosure of relevant events (eventos relevantes), maintenance of the credit rating, compliance with the covenants of the issuance, and submission of the sustainability report (as of 2026).

Foreign issuers may access the Mexican capital markets principally through the following mechanisms:

1. International Quotation System (Sistema Internacional de Cotizaciones, “SIC”). Foreign securities may be listed in the SIC, which allows the trading of securities listed on certain foreign stock exchanges recognized by the CNBV. The Stock Exchanges, by their own means or at the request of Mexican broker-dealers or Mexican banks, may request the CNBV’s acknowledgement of foreign securities in accordance with the General Provisions applicable to the SIC. The filing must include:

(a) A report regarding compliance with the requirements established in the SIC General Provisions.

(b) A prospectus or annual or interim report with the financial information of the foreign issuer and the foreign securities.

(c) A legal opinion regarding compliance with the requirements established in the SIC General Provisions.

(d) A description of the means and mechanisms by which investors can access the financial, accounting, legal and administrative information of the foreign issuer and the foreign securities.

(e) Evidence that 100% of the securities issued were placed abroad through a public offer, with the placement taking place more than 3 months before the listing in the SIC.

(f) For equity securities, the capitalization value determined by the Stock Exchange (which may establish exceptions to protect the market); and for debt securities, a rating agency opinion on the credit quality of the foreign issuer and the foreign securities.

2. Direct registration in the RNV. Foreign issuers may also directly register securities in the RNV. In this case, they would generally be subject to the same requirements as domestic issuers, including the filing of a prospectus and supporting documentation, compliance with the General Provisions regarding disclosure, periodic reporting obligations, and the sustainability reporting requirements (as of 2026).

Key differences compared to domestic issuers. Securities listed through the SIC follow a streamlined process, as they rely on the home-country regulation and disclosure of the foreign issuer and are not subject to the same level of CNBV review as a direct RNV registration. Documentation for a direct RNV registration may need to be filed in Spanish. The simplified issuer regime published in January 2025 is, in principle, available to both domestic and foreign companies.

Public markets remain a viable but, in practice, secondary exit route for private equity investors in Mexico. The domestic IPO market has been notably subdued in recent years, with very limited traditional equity offerings by companies operating on the Stock Exchanges. As a result, takeovers through OPAs, trade sales to strategic buyers and secondary (sponsor-to-sponsor) sales have generally been the predominant exit channels, and a number of Mexican companies seeking an equity-market exit have opted to list abroad – particularly in the United States – rather than locally.

That said, the public markets do offer avenues that are particularly relevant to private equity:

1. Structured listed vehicles. Development capital certificates (certificados de capital de desarrollo or “CKDs”), investment-project trust certificates (certificados bursátiles fiduciarios de proyectos de inversión or “CERPIs”) and real-estate and infrastructure trusts (FIBRAs and FIBRAs-E) are listed instruments designed to channel institutional capital – mainly from the pension funds (AFOREs) – into private equity-style, real-estate and infrastructure investments. They serve both as fundraising vehicles and, through follow-on issuances and secondary sales of certificates, as a means of partial monetization for sponsors. When domestic listings do occur, they have tended to be structured vehicles of this kind rather than company equity IPOs.

2. Simplified issuer regime. The simplified issuer regime, whose secondary rules were published in 2025, is expressly intended to address Mexico’s IPO drought by encouraging companies to list domestically through an expedited registration process and restricted offerings to institutional and qualified investors. Over time, this may lower the barrier for private-equity-backed companies to access the public markets, although it remains at an early implementation stage.

3. Control transactions. Where a sponsor seeks to consolidate or restructure a holding, the tender-offer and delisting framework described above provides the mechanics for take-private and control transactions.

Mexican regulators are pursuing a dual approach: simplifying access to the capital markets while, at the same time, expanding oversight in specific areas.

Simplification. The most significant initiative is the simplified issuer regime, whose secondary rules were published in January 2025. It creates a streamlined path for companies to access the public markets, with an expedited review carried out by broker-dealers and the stock exchanges rather than a full CNBV review, offerings restricted to institutional and qualified investors, reduced documentation requirements, and defined issuance thresholds. The Stock Exchanges have been updating their internal regulations, and the CNBV has been reviewing peripheral regulations applicable to broker-dealers, stock exchanges and external auditors, to support the new regime.

Expanded oversight. In parallel, the new mandatory sustainability reporting requirements aligned with IFRS S1 and S2 (published in January 2025), with a phased implementation of assurance requirements through 2028, reflect an expansion of disclosure obligations and a continued focus on the quality of disclosure and corporate governance standards.
These efforts involve ongoing coordination among the CNBV, the Ministry of Finance, Banco de México and the pension-system regulator (CONSAR).

Mexico does not currently have a comprehensive regulatory framework specifically designed for crypto assets within the capital markets. The existing landscape is as follows:

1. Fintech Law (Ley para Regular las Instituciones de Tecnología Financiera). The Fintech Law defines “virtual assets” and expressly provides that they are not legal tender in Mexico and are not currency. Financial technology institutions (ITFs) and banks may only operate with the virtual assets that Banco de México determines, and only with its prior authorization. The Fintech Law also follows a principle of technological neutrality.

2. Banco de México regulation. Under Banco de México’s Circular 4/2019, the operation of virtual assets by banks and ITFs is limited to internal operations and requires prior authorization from the Central Bank, which in practice has restricted financial institutions from offering virtual-asset exchange, transmission or custody services directly to their clients.

3. Securities regulation. The Securities Market Law is technology-neutral: if a token grants rights typical of a security and is publicly offered in Mexico, it would, in principle, be subject to securities regulation, including registration in the RNV and compliance with the General Provisions. Conversely, securities offered to the public through crowdfunding institutions (instituciones de financiamiento colectivo) under the Fintech Law fall outside the public offering and intermediation regime of the Securities Market Law and may not be registered in the RNV.

Other relevant points are the following:

• Virtual assets are explicitly not legal tender or foreign currency.
• Financial institutions cannot offer crypto trading or custody services directly to their clients.
• Virtual asset service providers that are not supervised as financial entities are subject to anti-money laundering rules under the Federal Law for the Prevention and Identification of Operations with Resources of Illicit Origin (LFPIORPI) as a “vulnerable activity”.
• The Ministry of Finance, Banco de México and the CNBV have issued joint warnings emphasizing the risks of virtual assets.

There is no publicly announced comprehensive framework for crypto assets in the capital markets currently under active development. However, the existing securities-law framework could accommodate tokenized securities if they meet the legal definition of securities (valores), without requiring new specific regulation, and regulators continue to monitor international developments.