MEXICO Law and Practice Contributed by: Pablo Perezalonso Eguía, Isabel Ortiz-Monasterio Borbolla and Alejandro Mosqueda Pérez, Ritch, Mueller y Nicolau, S.C.
3. Changes in Control 3.1 Requirements for Acquiring or Increasing Control Over a Bank In Mexico, banks are subject to strict regulatory oversight regarding ownership and changes in control, with specific obligations for share - holders to inform or seek authorisation from the CNBV. The requirements vary based on the level of direct or indirect participation in a bank’s capital. Regulations Governing Changes in Control 1. General obligations during authorisation During the authorisation process to establish a bank, potential shareholders must provide the CNBV with detailed information about their iden - tity and financial resources. 2. Shareholding disclosure obligations Once the bank is operational, shareholders – not the bank itself – are responsible for notifying or obtaining approval from the CNBV regarding any acquisitions or transfers of shares, in accord - ance with the applicable thresholds. • 2% to less than 5% ownership – sharehold - ers acquiring or transferring ordinary shares representing 2% or more but less than 5% of the bank’s paid-in capital must notify the CNBV within three business days. • 5% or more ownership – for direct or indirect acquisitions of 5% or more of the bank’s ordi - nary paid-in capital, or granting guarantees over such shares, prior authorisation from the CNBV is required. This process includes consultation with Banco de México. • 20% or more ownership or control – any individual or group intending to acquire 20% or more of the bank’s shares, or seeking to gain control over the bank, must obtain prior
authorisation from the CNBV as stipulated in Article 17 of the Banking Law. Regulatory Filings and Obligations Pursuant to Articles 336 and 337 of the Gen - eral Provisions Applicable to Credit Institutions (CUB), shareholders subject to the thresholds above must submit specific documentation, including identification and financial statements, as part of their notification or authorisation request to the CNBV. Banks are required to ensure compliance with these obligations by refraining from registering non-compliant share transfers in their share - holder registry. Additionally, banks must notify the CNBV of such unauthorised transfers within five business days of becoming aware of them. Consequences of Non-Compliance If shareholders fail to notify or obtain the required authorisations, the equity and corporate rights associated with their shares will be suspended until the CNBV’s authorisation is granted, and all requirements under the Banking Law are fulfilled. Ongoing Requirements Shareholders must maintain transparency in their ownership structure and ensure timely compliance with all reporting and approval requirements. Banks are obligated to monitor share transfers and report irregularities to the CNBV, fostering continued regulatory oversight and compliance. 4. Governance 4.1 Corporate Governance Requirements Mexican banks are subject to various corporate governance and regulatory requirements under the Banking Law and the CUB. These require -
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