MEXICO Law and Practice Contributed by: Melissa Franco and Mauricio Oropeza, Deloitte Impuestos y Servicios Legales, S.C.
Public In specific cases, a company can also opt to apply to be listed on the Mexican market. Opting for an IPO usually depends on the business strategy of the company, to be used as an exit alternative. It implies compliance with several regulatory matters that might not be feasible for all private companies, so its viabil - ity is determined following a tax, legal and financial analysis. 5.2 Securities Regulation The LMV regulates securities in Mexico, and such market is overseen by the National Banking and Secu - rities Commission ( Comisión Nacional Bancaria y de Valores , or CNBV). In general terms, securities must be registered with the National Registry of Securities ( Registro Nacional de Valores , or RNV). For such purposes, the CNBV reviews and authorises the prospectuses, validat - ing the company’s financial affairs and credit ratings, among other matters. In addition, there are several transparency and disclo - sure obligations for participants of the market, includ - ing the obligation to publish their financial statements Foreign funds will require authorisation from the Mexi - can government to act as such in the Mexican terri - tory. In general terms, the fund might require authori - sation from the Ministry of Economy or the CNBV. 6. Antitrust/Competition 6.1 Applicable Regulator and Process Overview In general terms, the LFCE defines a concentration as a merger, acquisition of control or any act by vir - tue of which companies, associations, shares, equity interests, trusts or assets in general are joined, carried out between competitors, suppliers customers or any other economic agents, regardless of whether they are national or international investors. and report relevant events. 5.3 Investment Funds
or companies residing abroad that are part of the corporate group and do not participate as partners or shareholders. • Stockholders’ equity – contributions for future capital increases. • Stockholders’ equity –share capital reserves or results from previous years. Annual A foreign investment notice must be submitted according to the calendar provided by the authority, usually in April and May, when any of the following exceed MXN110 million:
• 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. All RNIE notices are made online through the account of the legal representative in Mexico,(who requires a Mexican electronic signature – e.firma – to proceed with his/her registration), attaching the supporting documentation, including the financial statements duly signed by such legal representative. In the case of neutral investment, the company must obtain authorisation from the Ministry of Economy for any amends or change of shareholding, prior to such change. 5. Capital Markets 5.1 Capital Markets Overview Under Mexican law, funding can be private or public. Private Private funding includes all traditional options, such as intercompany or bank loans, capital funding by the shareholders, capitalisation of liabilities and capi - tal fundraising, among others. Such alternatives are usually preferred by companies as they do not involve a high regulatory burden.
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