MEXICO Law and Practice Contributed by: Lizette Neme, Andrea López-Malo, Shannon Reilly, Rodolfo Flores and Dunia Salum, Áurea Partners
their activities are classified as a “vulnerable activity,” under the AML Law. Finally, in addition to platforms operated directly by regulated entities, non-regulated operators may host marketplaces that partner with licensed financial insti - tutions to offer regulated products or services, pro - vided that strict transparency and disclosure require - ments are met, including clear identification of the regulated entity that is the actual contracting party, so that customers understand who is providing the regulated service and under which legal regime. 6.2 Regulation of Different Asset Classes Different asset classes, such as cryptocurrencies, sta - blecoins, and security tokens, are subject to different regulatory regimes. • Cryptocurrencies (referred to in Mexican law as “virtual assets”) are not considered legal tender or financial instruments, and their regulatory treat - ment depends on the type of entity involved. For regulated financial institutions, the use and offering of virtual assets is governed by the Fintech Law and secondary regulation issued by Banxico, which limits their use to internal operations and prohibits the offering of virtual asset services directly to the public. In contrast, non-financial entities that operate cryp - tocurrency exchanges are treated as engaging in a “vulnerable activity” under the AML Law, which trig - gers obligations such as KYC, record-keeping, and transaction reporting to the SHCP when applicable thresholds are met. • Stablecoins are not expressly regulated as a stan - dalone asset class in Mexico, however, the authori - ties’ position is that, as they are backed by legal tender and issued in exchange for fiat funds, their issuance is deposit-taking, an activity reserved to regulated financial institutions and subject to the corresponding authorisations. • Security tokens, which represent digital versions of regulated financial instruments such as debt or equity, are fully subject to the Securities Market Law when they function as securities. This means their issuance and trading must be conducted
through licensed intermediaries, in compliance with rules on registration, disclosure, investor protec - tion, and supervision by the CNBV. 6.3 Impact of the Emergence of Cryptocurrency Exchanges Please see 6.2 Regulation of Different Asset Classes . 6.4 Listing Standards Listing standards for securities are primarily governed by the Securities Market Law, regulations issued by the CNBV and the internal rules of the authorised stock exchanges. The regulatory requirements are standard and similar to other jurisdictions. In particu - lar, issuers need to: • prepare a prospectus approved by the CNBV; • disclose audited financial statements; • comply with corporate governance requirements (such as appointing independent board members and audit committees); and • meet ongoing disclosure and reporting obligations. In parallel to these legal requirements, the industry broadly adheres to voluntary Industry Associations and Self-Regulatory Organizations best practices. While not legally binding, these industry standards are widely followed by public companies and are often expected by institutional investors, serving as a key benchmark for governance and market credibility. 6.5 Order Handling Rules Order handling rules apply in Mexico. Principles include best execution, order priority, segregation of proprietary and client orders, aggregation and alloca - tion, client instructions, and record-keeping. These rules are in line with international standards such as those from the International Organization of Securities Commission (IOSCO), of which Mexico is a member. 6.6 Rise of Peer-to-Peer Trading Platforms The rise of P2P platforms in Mexico has expanded access to financial services by enabling users to interact directly through digital marketplaces, particu - larly in areas such as crowdfunding and alternative investment models (like Crypto P2P and certain DeFi platforms). This has encouraged traditional financial institutions to enhance their digital distribution chan -
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