MEXICO Law and Practice Contributed by: Julián J. Garza Castañeda and Paulina Bracamontes Belmonte, Nader Hayaux & Goebel
3.3 Restrictions and Controls on Foreign Currency Exchange Other than tax reporting obligations that may apply to the borrower, there are no governmental registra- tions or approvals required for a Mexican borrower to contract debt obligations in a foreign currency or to remit funds abroad. 3.4 Restrictions on the Borrower’s Use of Proceeds There are generally no restrictions on the borrower’s use of proceeds from loans or debt securities, except for limitations in certain regulated industries and as Agency and trust concepts are recognised in Mexico. Please see 5. Guarantees and Security , 6. Enforce- ment and 8. Project Finance for information regarding Mexican trusts. 3.6 Loan Transfer Mechanisms In Mexico, both loans and security interests can be transferred via the appropriate assignment and amendment mechanisms. The transfer of security packages may require the authorisation of third par- ties or of the entity granting the respective collateral. Additional steps, such as filings with regulatory and registration authorities, may also be required. The transfer of account receivables does not require the authorisation of the debtor, unless otherwise con- otherwise contractually agreed to. 3.5 Agent and Trust Concepts A debt buyback by a related party is not expressly prohibited; however, it is not common practice in the commercial lending industry. Alternative mechanisms may be implemented to achieve a similar result. 3.8 Public Acquisition Finance No information has been provided in this jurisdiction. 3.9 Recent Legal and Commercial Developments On 17 July 2025, the new Federal Law for the Preven- tion and Identification of Operations with Resources tractually stipulated. 3.7 Debt Buyback
from Illegal Sources ( Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita ) came into effect. This legislation introduces several new AML obligations applicable to persons and entities conducting vulnerable activities, significantly strengthening the former AML framework to a level similar to the AML regulations applicable to financial entities. Although secondary regulations have not yet been published by the Ministry of Finance, it is expected that new compliance requirements will need to be considered when drafting legal documents – particu- larly those involving trusts ( fideicomisos ). This is espe- cially relevant given that the provision of trust services is classified under Mexican law as a “vulnerable activ- ity” ( Actividad Vulnerable ). Accordingly, entities offer- ing such services must adhere to both existing obliga- tions and any new requirements introduced under this legislation across various aspects of their operations. A particularly important aspect of the new law is the requirement for those providing specific type of trust-related services to appoint a Compliance Officer ( Representante Encargado de Cumplimiento ) for each trust. This designation must be formalised before the regulator and will likely need to be expressly included in the respective trust agreement. If no such individual is appointed, or if the designated person declines the role, the new statute establishes that the sole admin - istrator of the company or the attorney-in-fact of the settlor will be legally required to assume the role and fulfil all related compliance obligations. 3.10 Usury Laws Mexico has general usury statutes in place, but there are no explicit caps on the interest rates that can be charged to borrowers. However, limitations could arise from these usury statutes if a lender is deemed to be engaging in abusive practices, typically as determined by a competent judicial authority. Additionally, existing judicial precedents and market conditions may influ- ence the rates that can be applied. In respect of related party transactions, tax-related limitations may exist to prevent non-standard market interest rates. Such transactions often necessitate
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