MEXICO Law and Practice Contributed by: Carlo Cannizzo, Marco Cannizzo, Stefano Amato, Enrique García and Paloma Iglesias, Cannizzo
In cases of specific industries, other authorities may be involved, such as the National Insurance and Sure - ty Commission ( Comisión Nacional de Seguros y Fian - zas or CNSF) in the event that the relevant transaction relates to the insurance and surety sector. From the local point of view – ie, of the states into which the country is divided – the authorities that are usually involved in M&A transactions are the Public Registries of Property (Legal Entities Section) in the case of entities such as corporations, or the Public Registry of Commerce ( Registro Público de Comercio or RPC) in the case of commercial entities in each state. 2.3 Restrictions on Foreign Investments Mexico is an open country where foreign investments are authorised in most industries and, therefore, for- eign investors may participate in any proportion in the capital of Mexican companies. The Foreign Invest - ment Law ( Ley de Inversión Extranjera or LIE) defines foreign investment as the participation of foreign investors in the capital of Mexican companies, and said law provides the rules regarding the participation of foreign investors in various aspects of the Mexican economy and the industries where there are limita - tions. By way of example, some of the key limitations provided by the law are set out below: • Domestic land transportation of passengers, tour - ism and cargo may only be rendered by Mexicans or Mexican companies with a foreigner exclusion clause. • In co-operative production companies, foreign investment is limited to 10%. • In the printing and publication of newspapers for exclusive circulation on Mexican territory, for - eign investment may only be up to 49%; this limit may not be exceeded directly, nor through trusts, agreements, social or statutory covenants, pyra - mid schemes, or any other mechanism that grants control or a participation greater than that set forth. • A favourable resolution from the National Foreign Investment Commission ( Comisión Nacional de Inversiones Extranjeras or CNIE) is required for for - eign investment in a percentage greater than 49% in various activities – eg, port services to vessels to carry out their inland navigation operations.
• A favourable resolution of the CNIE is also required for Mexican companies in which foreign inves - tors intend to participate, directly or indirectly, in a proportion greater than 49% of the capital, only when the total value of the assets of the relevant companies, at the time of submitting the acquisition request, exceeds the amount deter - mined annually by the CNIE (at time of writing, MXN28,623,925,390.72 or approximately USD1.5 billion, as per the General Resolution determining the amount of total value of the assets referred to in Article 9 of the LIE, published in the Official Gazette of the Federation on 5 August 2025). Foreign investment held indirectly through Mexican companies with majority Mexican capital is excluded from the calculation of foreign ownership limits, pro - vided such companies are not controlled by foreign investors. Notwithstanding statutory limits, the LIE permits “neu - tral investment” in restricted sectors, allowing foreign participation to exceed caps through authorised neu - tral shares with limited voting/control rights. 2.4 Antitrust Regulations The antitrust regulations that apply to business com - binations in Mexico are: • Article 28 of the Political Constitution of the United Mexican States ( Constitución Política de los Esta - dos Unidos Mexicanos ) in matters of economic competition; and • the Federal Antitrust Law ( Ley Federal de Compe - tencia Económica ), along with its reform published on 14 November 2025. The Federal Antitrust Law sets forth which mergers must be notified to or, as the case may be, authorised by the CNA. 2.5 Labour Law Regulations M&A transactions are primarily structured through the acquisition of shares or assets or through merg - ers and, depending on the structure of the transac - tion, in labour matters acquirers should primarily be concerned with the provisions applicable to employer substitution, when a transaction is structured as the acquisition of assets.
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