{"id":125682,"date":"2026-01-12T09:37:48","date_gmt":"2026-01-12T09:37:48","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=125682"},"modified":"2026-01-12T09:37:48","modified_gmt":"2026-01-12T09:37:48","slug":"mexico-investing-in","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/mexico-investing-in\/","title":{"rendered":"Mexico: Investing In"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-125682","comparative_guide","type-comparative_guide","status-publish","hentry","guides-investing-in","jurisdictions-mexico"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Deloitte Impuestos y Servicios Legales, S.C.<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2022\/09\/Deloitte-logo-2.png\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Deloitte Impuestos y Servicios Legales, S.C.<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2022\/09\/Deloitte-logo-2.png\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Investing In laws and regulations applicable in Mexico<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the current investment climate in the country and the average volume of foreign direct investments (by value in US dollars and by deal number) over the last three years.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Mexico currently has a predominantly left-leaning government.<\/p>\n<p>However, one of the government&#8217;s commitments at the beginning of its six-year term was the development and promotion of foreign investment. In this sense, no amends are foreseen or submitted to the Mexican Foreign Investment Law (Ley de Inversi\u00f3n Extranjera, \u2013 referred to as \u201cLIE\u201d).<\/p>\n<p>According to the information published by the Ministry of Economy , the average foreign direct investment (referred as \u201cFDI\u201d), for 2022 to 2024 was between US$36,316M and US$36,872M.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical forms of Foreign Direct Investments (FDI) in the country: a) greenfield or brownfield projects to build new facilities by foreign companies, b) acquisition of businesses (in asset or stock transactions), c) acquisition of minority interests in existing companies, d) joint ventures, e) other?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p><strong>o Greenfield or brownfield projects to build new facilities by foreign companies,<\/strong><\/p>\n<p>These types of projects can be governed by public or private law.<br \/>\nIn the case of public projects to develop infrastructure in Mexico, whether renovations or from zero constructions, usually a public tender is open to the public with the specific requirements that the authority requires for such project, including the expected financial and technical capabilities of the participants as well as the timeline and the particularities of the agreement to be executed as a result of the tender \u2013terms, payment conditions, among others.<\/p>\n<p>For private projects, in order to carry out commercial activities in Mexico, the company will need to proceed and open a permanent establishment \u2013as described below\u2013 or incorporate a company (\u201cnewCo\u201d) in Mexico.<\/p>\n<p><strong>Acquisition of businesses (in stock transactions),<\/strong><\/p>\n<p>For the acquisition of a Mexican company, foreign investors can opt to purchase the majority or minority shareholding, considering that all Mexican entities must have, at all times, a minimum of 2 partners or shareholders.<\/p>\n<p>There is only one corporate regime regulated within the Mexican General Law of Commercial Companies (Ley General de Sociedades Mercantiles, \u2013 referred to as \u201cLGSM\u201d) that allows individuals that don\u2019t hold control of other entities and have a Mexican electronic signature \u2013which means that they are tax residents in Mexico\u2013 to incorporate an entity with a sole shareholder.<\/p>\n<p>For the acquisition of shareholding in Mexico, the LGSM provides the following steps: i) if applicable, the authorization from the Board of Directors for the transfer, according to the bylaws of the company; ii) to hold a Shareholder\u2019s or Partner\u2019s Meeting to approve such transfer; iii) to proceed with the applicable annotation within the Shareholder\u2019s or Partner\u2019s Ledger; iv) the filing of the applicable notices, such as before the Ministry of Economy through the Corporations Portal (Portal de Sociedades Mercantiles \u2013 referred to as \u201cPSM\u201d), notice before the National Foreign Investment Registry (Registro Nacional de Inversiones Extranjeras \u2013 referred to as \u201cRNIE\u201d) and the notice before the tax authorities; and v) issuance of the shares, for stock companies.<\/p>\n<p>It is important to consider that the meeting required for the transfer \u2013unless otherwise provided by the bylaws of the Mexican company\u2013 is ordinary. In this sense, the voting and installation quorums required for the approval is less than an extraordinary meeting and it does not require formalization before a notary public; however due to the \u201ccertain date\u201d requirement from the tax authorities \u2013meaning that the acts relevant to the corporate life of taxpayers must have an additional validation on the date they were held, by means of registration or notarization\u2013 it is highly advisable to proceed with such formalization.<\/p>\n<p>There is also a preference right that the other partners or shareholders of a Mexican company will have to be preferred to acquire shares \u2013or increase their capital stock\u2013 before third parties. Nevertheless, the partners or shareholders can refuse such right prior to the transfer or at the time of the meeting.<\/p>\n<p><strong>Acquisition of businesses (in assets transactions),<\/strong><\/p>\n<p>Another alternative for the FDI in Mexico is the acquisition of companies by means of transfer of assets. Usually, the decision on these types of transactions is made based on the tax consequences each alternative represents to the companies and investors.<\/p>\n<p>In this sense, for the acquisition of assets, it can be made through:<\/p>\n<p>a) Merger, which implies that all assets, liabilities and capital of the applicable companies will be absorbed by one entity \u2013newly incorporated as result of the merger or by the merging company\u2013. The merger, according to the LGSM requires a merging agreement as well as the holding of an Extraordinary Meeting of each of the companies involved, plus the applicable registration and notices before the authorities. In such case, please note that the merger will have full effects for internal purposes at the time of adoption of the applicable agreements, but against third parties: i) at the time of registration, if the payment of all debts of all companies involved, the deposit of the owed amounts into a credit institution is agreed, or the consent of all creditors is obtained; if not, ii) 3 months after the last registration\/publication is made, so creditors have a term to oppose, if they deem that their rights might be affected as a result of the merger.<\/p>\n<p>b) Direct acquisition of assets, unless it\u2019s a regulated asset or it has a specific permit, the acquisition can be made through an agreement, whether purchase, donation, bailment, or other.<\/p>\n<p>For the acquisition of assets or shareholding, in the event of concentration in terms of the Federal Law of Economic Competition (Ley Federal de Competencia Econ\u00f3mica \u2013 referred to as &#8220;LFCE&#8221;), the participating economic agents must obtain authorization from the National Antimonopoly Commission prior to the implementation of the act or series of acts.<\/p>\n<p><strong>Mexican joint venture<\/strong><\/p>\n<p>A Mexican joint venture or association is regulated in Chapter XIII of the LGSM. This involves an agreement between the parties who agree to who provide goods or services and share in the profits and losses of the commercial business or several commercial operations.<\/p>\n<p>As it is an agreement, a Mexican joint venture does not have legal personality, nor does it have a minimum of contributions. It is sufficient that the agreement is in writing and that it stipulates the terms, proportions of interest, and other applicable conditions.<\/p>\n<p>In Mexican joint ventures, there is no legal relationship between the third parties, the partners (who provide the goods and services), and the partner acting on his or her own behalf.<\/p>\n<p>Regarding the ownership of the assets, vis-\u00e0-vis third parties, they will be the property of the associate. This means that he\/she\/it will be able to dispose of or transfer the assets freely, except for those that require additional formalities or that are stipulated in the agreement within the association contract.<\/p>\n<p>For the distribution of profits or losses, the generalities applicable to commercial companies apply, that is, it will be proportional to their contribution and, for the associated partners, the losses that correspond to them may not exceed the value of the goods or services they contributed.<\/p>\n<p>Finally, in the event that the agreement does not stipulate it, the Mexican joint ventures will operate and be liquidated in accordance with the corporate regime of &#8220;Company in Collective Name&#8221; (Sociedad en Nombre Colectivo), which, broadly speaking, implies that, unless otherwise agreed, the association will automatically be dissolved due to the death, incapacity, exclusion, or retirement of any of the associates.<\/p>\n<p><strong>Opening of a branch<\/strong><\/p>\n<p>The opening of a branch does not require the newCo. Instead, a foreign entity will require authorization from the foreign investment authorities to carry out business\/commercial transactions in Mexico. This allows investors to have presence in the national territory without the need to open a newCo.<\/p>\n<p>As branches are regulated by the LIE, it is required that each new branch needs to obtain authorization from the Ministry of Economy, which is obtained by submitting the applicable documentation to the Ministry. An alternative and simplified process may apply if there is an International or bilateral treaty between Mexico and the country of origin of the investment.<\/p>\n<p><strong>Individuals<\/strong><\/p>\n<p>Individuals may be considered as merchants and carry out commercial transactions, requiring their registration as such before the Mexican authorities.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are foreign investors allowed to own 100% of a domestic company or business? If not, what is the maximum percentage that a foreign investor can own?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>It is not possible to proceed with the opening of a permanent establishment in Mexico of a company whose corporate purpose is regulated or restricted to Mexican individuals or companies fully owned by Mexican investors according to the LIE. For any other industry not specifically regulated, there is no limit on the foreign investment participation.<\/p>\n<p>For such purposes, LIE provides limits on participation in the following activities:<\/p>\n<table>\n<tbody>\n<tr>\n<td><strong>Activity<\/strong><\/td>\n<td><strong>Foreign Participation Limit<\/strong><\/td>\n<\/tr>\n<tr>\n<td>Cooperative Production Companies<\/td>\n<td>10%<\/td>\n<\/tr>\n<tr>\n<td>Manufacture and marketing of explosives, firearms, cartridges, ammunition and fireworks, not including the acquisition and use of explosives for industrial and extractive activities, or the manufacture of explosive mixtures for consumption in such activities<\/td>\n<td>Up to 49%<\/td>\n<\/tr>\n<tr>\n<td>Printing and publication of newspapers for exclusive circulation in the national territory<\/td>\n<td>Up to 49%<\/td>\n<\/tr>\n<tr>\n<td>Series &#8220;T&#8221; shares of companies owning agricultural, livestock and forestry land<\/td>\n<td>Up to 49%<\/td>\n<\/tr>\n<tr>\n<td>Freshwater, coastal and exclusive economic zone fisheries, excluding aquaculture<\/td>\n<td>Up to 49%<\/td>\n<\/tr>\n<tr>\n<td>Comprehensive port management<\/td>\n<td>Up to 49%<\/td>\n<\/tr>\n<tr>\n<td>Port pilotage services for vessels to carry out inland navigation operations under the terms of the Law on the subject<\/td>\n<td>Up to 49%<\/td>\n<\/tr>\n<tr>\n<td>Shipping companies engaged in the commercial operation of vessels for inland navigation and cabotage, with the exception of tourist cruises and the operation of dredgers and naval devices for the construction, maintenance and operation of ports<\/td>\n<td>Up to 49%<\/td>\n<\/tr>\n<tr>\n<td>Supply of fuels and lubricants for ships and aircraft and railway equipment<\/td>\n<td>Up to 49%<\/td>\n<\/tr>\n<tr>\n<td>Broadcasting. Within this maximum of foreign investment, the reciprocity that exists in the country in which the investor or the economic agent that ultimately controls it, directly or indirectly, is incorporated<\/td>\n<td>Up to 49%<\/td>\n<\/tr>\n<tr>\n<td>Scheduled and non-scheduled domestic air transport service; non-scheduled international air transport service in the form of air taxis; and, specialized air transport service<\/td>\n<td>Up to 49%<\/td>\n<\/tr>\n<tr>\n<td>Domestic land transport of passengers, tourism and cargo, not including courier and parcel services<\/td>\n<td>Reserved for Mexicans or Mexican companies with a foreigner\u2019s exclusion clause<\/td>\n<\/tr>\n<tr>\n<td>Development banking institutions, under the terms of the relevant law<\/td>\n<td>Reserved for Mexicans or Mexican companies with a foreigner\u2019s exclusion clause<\/td>\n<\/tr>\n<tr>\n<td>The provision of professional and technical services expressly indicated in the applicable legal provisions<\/td>\n<td>Reserved for Mexicans or Mexican companies with a foreigner\u2019s exclusion clause<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>In case a foreigner intends to invest in any of such industries (which would be only permitted in those not strictly reserved to Mexicans or the Mexican state), they can apply for \u201cneutral investment\u201d. Such neutral investment implies, among other, that they can economically participate within the business but the corporate control and decisions of it must be in charge of the Mexican investment at all times.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are foreign investors allowed to invest and hold the same class of stock or other equity securities as domestic shareholders? Is it true for both public and private companies?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, considering the restrictions mentioned above, as in case of a company with neutral investment, then foreign investors will only have access to such neutral investment and will have limited corporate rights.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are domestic businesses organized and managed through domestic companies or primarily offshore companies?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>When carrying out business in Mexico, the preferred forms are typically the permanent establishment and the incorporation of a newCo.<\/p>\n<p>In the case of the permanent establishment, as this is an \u201cextension\u201d of a foreign company with authorization to carry our commercial acts in Mexico, then the management is governed according to the laws of the country of origin.<\/p>\n<p>For Mexican entities with foreign corporate investment, these are managed by a sole director or a Board of Directors. The only requirement is that the agenda of the applicable meeting (for the case of a Board) contains all the items to be discussed and the decisions to be made by the majority of the members of the Board.<\/p>\n<p>Additional requirements and formalities can be stipulated into the bylaws and some modalities may require a specific number of members or qualifications, for example investment promotion stock companies or public stock companies have to have a Board (that may or may not need the appointment of independent members).<\/p>\n<p>For Mexican companies with foreign shareholders or partners, the management is usually conferred to a Board of Directors that is similar to the Board of the parent company or one of the companies that is shareholder or partner.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the forms of domestic companies? Briefly describe the differences.   Which form is preferred by domestic shareholders? Which form is preferred by foreign investors\/shareholders? What are the reasons for foreign shareholders preferring one form over the other?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Mexican companies are regulated by the LGSM, which currently considers the following corporate regimes:<\/p>\n<p>a) Company in collective name;<br \/>\nb) Limited partnership;<br \/>\nc) Limited liability company;<br \/>\nd) Stock Corporation;<br \/>\ne) Partnership limited by shares;<br \/>\nf) Cooperative companies; and<br \/>\ng) Simplified stock company.<\/p>\n<p>Investors tend to choose to incorporate a Mexican limited liability company or a stock corporation as these types of companies adjust better to their needs.<\/p>\n<p>The LGSM also regulates the modality of \u201cVariable Capital\u201d. All corporate regimes can adopt this modality, and it allows an addition to the capital stock of a \u201cvariable part\u201c which, according to the law and the bylaws of each entity, requires less formalities for its increase or decrease (as it only requires such change to be approved by ordinary meeting) compared to the formalities required for the change of the fixed part of the capital which requires an amendment to the bylaws and may therefore only be resolved and approved by an extraordinary meeting.<\/p>\n<p>Other modalities of the corporate regimes are included into other Laws, for example, an investment promotion stock corporation or a public stock corporation, which are regulated by the Mexican Securities Market Law (Ley del Mercado de Valores \u2013 also referred to as \u201cLMV\u201d).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the requirements for forming a company? Which governmental entities have to give approvals? What is the process for forming\/incorporating a domestic company? What is a required capitalization for forming\/incorporating a company? How long does it take to form a domestic company? How many shareholders is the company required to have? Is the list of shareholders publicly available?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p><strong>Which governmental entities have to give approvals?<\/strong> Unless the company will have a regulated corporate purpose, the shareholders or partners will only require authorization from the Ministry of Economy regarding the corporate name.<\/p>\n<p><strong>What is the process for forming\/incorporating a domestic company?<\/strong> When incorporating a newCo you will need to obtain authorization for the corporate name, and the partners\/shareholders of the newCo are required to appear before a Notary Public or Commercial Notary Public to grant the incorporation deed and the registration of such deed before the Public Registry of Commerce (prior to the payment of the applicable duties).<\/p>\n<p>Some additional steps may be required if the partners\/shareholders are foreign nationals, such as the granting of a power of attorney for a legal representative to appear and execute the incorporation deed.<\/p>\n<p>It should be noted that the commercial companies which are most commonly chosen by investors (due to their similarities to regimes regulated in other countries) are the Mexican limited liability company and Mexican stock corporation.<\/p>\n<p><strong>What is a required capitalization for forming\/incorporating a company?<\/strong> The minimum capital for the Mexican entities in Mexico is MXN$1.00 by each partner or shareholder. However, some regulated industries might require a minimum capital, mainly for entities in the financial sector.<\/p>\n<p><strong>How long does it take to form a domestic company?<\/strong> The incorporation process is usually completed in a maximum of 2 months, nevertheless, there are some obstacles usually presented in the process, such as:<\/p>\n<p>i) The opening of the UBO file. According to Mexican law, prior or at maximum at the time of incorporation, the shareholders or partners must provide to the Notary Public or Commercial Notary Public in Mexico the information of the individuals that, at the ultimate stage are deemed as beneficiary owners.<br \/>\nMexican law currently regulates this figure in for Antimoney Laundering matters and for tax purposes, which have different requirements for the applicable identification, and usually imply the request and obtaining of relevant personal data of the individuals involved, such as social security number, marriage certificate (if applicable), identification of their spouses, Tax ID, and the supporting documentation as well as the corporate documentation of the companies that are included within the chain of control structure. Additional affidavits or documentation by the Notary Public if deemed necessary.<\/p>\n<p>ii) Tax appointments. In order to obtain the Tax ID and electronic signature (e.firma) of a newCo, the legal representative has to obtain an appointment before the tax authorities \u2013one for each procedure\u2013 to complete such process. Nevertheless, these appointments are subject to availability of the tax authorities, which is automatically generated by the authority\u2019s platform.<\/p>\n<p><strong>How many shareholders is the company required to have?<\/strong> All Mexican companies (except the simplified stock company), require a minimum of 2 partners\/shareholders. In the case of the simplified stock companies, the Law provides that it can be incorporated by one or more individuals, provided that such individuals are not majority or control shareholders\/partners in other Mexican companies.<\/p>\n<p>For a limited liability company, there is a maximum of 50 partners.<\/p>\n<p>As mentioned before, some activities may have restrictions for the foreign investment percentage of participation. Other than that, they are open to any kind of investment.<\/p>\n<p><strong>Is the list of shareholders publicly available?<\/strong> If the company\u2019s folio is consulted before the Public Registry of Commerce (Registro P\u00fablico de Comercio \u2013 referred to as \u201cRPC\u201d), the list of initial shareholders or partners will be displayed.<\/p>\n<p>In addition, each time a company has a transfer of shares or partnership certificates, it has the obligation to file the change of shareholding into the PSM, which is publicly available.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the requirements and necessary governmental approvals for a foreign investor acquiring shares in a private company? What about for an acquisition of assets?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Unless the company has a regulated corporate purpose or the company is deemed as an economic agent according to the LFCE \u2013for concentration matters, as described above\u2013, there are no specific authorizations.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does a foreign investor need approval to acquire shares in a public company on a domestic stock market? What about acquiring shares of a public company in a direct (private) transaction from another shareholder?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Unless the company has a regulated corporate purpose, there are no specific authorizations. However, as mentioned before, the bylaws of the company can state additional requirements for the transfer of shares \u2013which is not common for public companies\u2013.<\/p>\n<p>In addition, there are some provisions into the LMV and general rules and circulars of the Banking National Commission that contain several rules in case of a takeover of a public company. For example, such regulation states rules regarding the offer, the limitation to pay a prize or surcharge on the amount of the offer, in favor of a person or group of people linked to the recipient of the offer, among others.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a requirement for a mandatory tender offer if an investor acquired a certain percentage of shares of a public company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>By general rule, no. However, due to regulatory matters, some notices can be triggered when acquiring a relevant percentage of the shares of a company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the approval process for building a new facility in the country (in a greenfield or brownfield project)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In case of public projects, as described above, a public tender is usually the mechanism for these purposes, however there is the possibility of a direct acquisition if the project complies with the applicable regulations.<\/p>\n<p>For private projects, the developer must obtain the local construction licenses and, according to the local regulation, environmental authorizations and additional permits might be needed.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Can an investor do a transaction in the country in any currency or only in domestic currency? a) Is there an approval requirement (e.g. through Central Bank or another governmental agency) to use foreign currency in the country to pay: i. in an acquisition, or, ii. to pay to contractors, or, iii. to pay salaries of employees? b) Is there a limit on the amount of foreign currency in any transaction or series of related transactions? i. Is there an approval requirement and a limit on how much foreign currency a foreign investor can transfer into the country? ii. Is there an approval requirement and a limit on how much domestic currency a foreign investor can buy in the country? iii. Can an investor buy domestic currency outside of the country and transfer it into the country to pay for an acquisition or to third parties for goods or services or to pay salaries of employees?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>According to the Mexican Monetary Law (Ley Monetaria de los Estados Unidos Mexicanos \u2013 referred to as \u201cLM\u201d), for payment obligations stated in foreign currency to be fulfilled within Mexican territory, they can be settled by delivering the equivalent in Mexican pesos at the exchange rate in force at the place and date on which the payment is made.<\/p>\n<p>In addition, there is a limit on the amount of foreign currency that foreigners can exchange for Mexican pesos in financial institutions in cash (this is linked to the AML provisions). However, this does not apply for transactions in credit or debit cards or the amount in MXN that foreigners can withdraw from ATMs.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there approval requirements for a foreign investor for transferring domestic currency or foreign currency out of the country? Whose approval is required? How long does it take to get the approval? Are there limitations on the amount of foreign or domestic currency that can be transferred out of the country? Is the approval required for each transfer or can it be granted for all future transfers?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No, but some notices can be triggered, mainly for AML purposes and taxes might apply, e.g. Income Tax.<\/p>\n<p>In case of a transaction in cash, there are some limitations to its use for AML purposes, to be determined according to the specific operation.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a tax or duty on foreign currency conversion?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There is no direct tax triggered by the conversion, however, in case of income, the Income Tax might apply, as well as the applicable commissions by the exchange house or financial institution that carries out the conversion.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a tax or duty on bringing foreign or domestic currency into the country?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>As the previous case, there is no direct tax triggered, but the Income Tax \u2013if applicable\u2013 and the commissions by the exchange house or financial institution that carries out the conversion.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a difference in tax treatment between acquisition of assets or shares (e.g. a stamp duty)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>We have a local tax that is triggered by means of the transfer of real estate. Such real estate acquisition tax (\u201cISABI\u201d) is a contribution on the purchase of a land, house or apartment and is withheld by the notary public at the time of formalization of the specific legal act from which the acquisition derives (purchase, donation, etc.). The specific percentage is determined by each State.<\/p>\n<p>The ISABI does not except the acquirer or the seller to pay any other applicable taxes, such as Income Taxes.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">When is a stamp duty required to be paid?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The ISABI is withheld by the notary public at the time of formalization of the specific legal act from which the acquisition derives<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are shares in private domestic companies easily transferable? Can the shares be held outside of the home jurisdiction? What approval does a foreign investor need to transfer shares to another foreign or domestic shareholder? Are changes in shareholding publicly reported or publicly available?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes.<\/p>\n<p><strong>Can the shares be held outside of the home jurisdiction?<\/strong> Yes. By general rule, the physical shares are kept in Mexico, however each shareholder has the right to keep its shares in the address\/country they deem appropriate.<\/p>\n<p>For transfer of shares, unless the previously stated, there are no restrictions for foreigners to acquire such shares.<\/p>\n<p><strong>What approval does a foreign investor need to transfer shares to another foreign or domestic shareholder?<\/strong> Not applicable, unless there is neutral investment or a regulated industry.<\/p>\n<p><strong>Are changes in shareholding publicly reported or publicly available?<\/strong> Every time a shareholding change is carried out, companies must file the applicable notice within the PSM, which is available for public consultation.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a mandatory FDI filing? With which agency is it required to be made? How long does it take to obtain an FDI approval? Under what circumstances is the mandatory FDI filing required to be made? If a mandatory filing is not required, can a transaction be reviewed by a governmental authority and be blocked? If a transaction is outside of the home jurisdiction (e.g. a global transaction where shares of a foreign incorporated parent company are being bought by another foreign company, but the parent company that\u2019s been acquired has a subsidiary in your jurisdiction), could such a transaction trigger a mandatory FDI filing in your jurisdiction? Can a governmental authority in such a transaction prohibit the indirect transfer of control of the subsidiary?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p><strong>Is there a mandatory FDI filing?<\/strong> Yes, direct and indirect foreign investment require to fill a quarterly or annual notice<\/p>\n<p><strong>With which agency is it required to be made?<\/strong> RNIE.<\/p>\n<p><strong>How long does it take to obtain an FDI approval?<\/strong> For the registration before the RNIE, the authorization is immediate once the creation of an account of a legal representative is completed.<\/p>\n<p><strong>Under what circumstances is the mandatory FDI filing required to be made?<\/strong><\/p>\n<p>Quarterly foreign investment notice (must be submitted within the 10 business days after the end of the quarter): Applies when there are any changes to: i) the company&#8217;s name; ii) its corporate purpose or economic activity registered with the SAT (Tax Administration Service); iii) its registered office or tax domicile; or iv) in the event of movements in the following asset, liability, or capital accounts exceeding $20 million pesos:<\/p>\n<p>Share capital and\/or shareholding structure that implies a change in the share capital held by foreign individuals or legal entities.<\/p>\n<p>Assets. Accounts receivable from subsidiaries residing abroad or shareholders residing abroad and\/or companies residing abroad that are part of the corporate group and do not participate as partners or shareholders.<\/p>\n<p>Liabilities. Accounts payable to subsidiaries residing abroad or shareholders residing abroad and\/or companies residing abroad that are part of the corporate group and do not participate as partners or shareholders.<\/p>\n<p>Stockholders&#8217; Equity. Contributions for future capital increases.<\/p>\n<p>Stockholders&#8217; Equity. Share capital reserves or results from prior years.<\/p>\n<p>Annual foreign investment notice (to be submitted according to the calendar provided by the authority; usually in April and May): When any of the accounts: Initial Total Assets, Final Total Assets, Initial Total Liabilities, Final Total Liabilities, Income in the country and abroad or Costs and expenses in the country and abroad, is greater than $110 million pesos.<\/p>\n<p><strong>If a mandatory filing is not required, can a transaction be reviewed by a governmental authority and be blocked?<\/strong> The authority will have the power to impose sanctions in case the notices are not duly filled.<\/p>\n<p><strong>If a transaction is outside of the home jurisdiction (e.g. a global transaction where shares of a foreign incorporated parent company are being bought by another foreign company, but the parent company that\u2019s been acquired has a subsidiary in your jurisdiction, could such a transaction trigger a mandatory FDI filing in your jurisdiction?<\/strong> According to the specific amount of the transaction, quarterly or annual notice might be required.<\/p>\n<p><strong>Can a governmental authority in such a transaction prohibit the indirect transfer of control of the subsidiary?<\/strong> In cases of companies with neutral investment or antitrust matter, yes. The Ministry of Economy or the National Antimonopoly Commission can impose sanctions on the participants or deemed as not carried out if the relevant authorizations are not obtained prior to it.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are typical exit transactions for foreign companies?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p><strong>For Mexican entities<\/strong><\/p>\n<p>The liquidation process is composed by two main steps:<\/p>\n<ul>\n<li><u>Dissolution<\/u>, when the start of the liquidation process, the revocation of the administration and surveillance body and the appointment of the liquidator or liquidators are approved.<\/li>\n<li><u>Liquidation<\/u>, when the formal closure of the company, the final balance and the distribution of the company\u2019s remaining assets are approved.<\/li>\n<\/ul>\n<p>For both steps, the company requires to hold an extraordinary meeting or unanimous resolutions in lieu of a meeting, requesting the notarization of such meeting and the registration of the public deed.<\/p>\n<p>In addition, the company must publish into the Ministry of Economy\u2019s portal the final balance to give creditors the opportunity to oppose such liquidation process.<\/p>\n<p>Finally, the company will also have to request the cancellation of the company\u2019s commercial folio before the Public Registry of Commerce as well as its Tax ID and Foreign Investment Registration. However, additional steps might be required according to the business of the company.<\/p>\n<p><strong>For permanent establishments (branches)<\/strong><\/p>\n<p>In case a foreign entity has a branch in Mexico in terms of the LIE, in order to proceed with its closure, they have to submit a notice before the Ministry of Economy and then proceed with the cancellation of its registration before the Public Registry of Commerce and the Foreign Investment National Registry.<\/p>\n<p><strong>Capital decrease<\/strong><\/p>\n<p>In the event of a capital decrease, the shareholders\/partners may decree any applicable amount of their shareholding decreased or such decrease can be actioned in proportion to their participation in the capital stock.<\/p>\n<p>This process requires approval via an ordinary or extraordinary meeting, according to the part of the capital to be decreased (<em>fixed or variable<\/em>), but the company must have, at all times, at least 2 partners\/shareholders.<\/p>\n<p><u>Decrees must be approved directly at a\u00a0 meeting of partners\/shareholders.<\/u><\/p>\n<p><strong>Other mechanisms<\/strong><\/p>\n<p>In addition, companies can opt to sell their shareholding as stated above or, if applicable, an Initial Public Offering (IPO). Due to the regulatory nature of an IPO, this is not commonly used as an exit alternative in Mexico.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do private companies prefer to pursue an IPO? i. on a domestic stock market, or ii. on a foreign stock market? iii. If foreign, which one?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Opting for an IPO usually depends on the business strategy of the company to be used as an exit alternative. As mentioned before, this implies compliance with several regulatory matters that might not be feasible for all private companies, so it viability is determined according to a tax, legal and financial analysis.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do M&amp;A\/Investment\/JV agreements typically provide for dispute resolution in domestic courts or through international arbitration?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Both alternatives are acceptable. However, for transactions carried out between foreign parties, the dispute resolution is usually stated into the country of origin of such parties.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How long does a typical contract dispute case take in domestic courts for a final resolution?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>While it is not possible to accurately determine the duration of the dispute resolution process; based on the publicly available information by the National Institute of Statistics and Geography (Instituto Nacional de Estad\u00edstica y Geograf\u00eda), the time for issuing and executing the final judgment may take, on average, between 87 and 681 calendar days.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are domestic courts reliable in enforcing foreign investors rights under agreements and under the law?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There is no specific difference between the enforceability of domestic or foreign investors\u2019 rights. Mexican courts<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there instances of abuse of foreign investors? How are cases of investor abuse handled?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>According to the specific case, domestic judicial resources and be enforced or if applicable, international dispute resolution procedures can be started.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are international arbitral awards recognized and enforced in your country?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, all arbitration resolutions willingly agreed by the parties are valid in Mexico and in case of non-compliance, the affected party can start an execution process before Mexican courts.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there foreign investment protection treaties in place between your country and major other countries?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. According to the public information available, Mexico currently has 12 Free Trade Agreements with 46 countries, including the EU, Japan, US, Canada, as well as 32 Agreements for the Promotion and Reciprocal Protection of Investments (APPRIs) with 33 countries and 9 agreements within the framework of the Latin American Integration Association .<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">5812<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/125682","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=125682"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}