31 August 2026
The Federal Executive has introduced a bill before the Senate to amend Mexico’s Foreign Investment Law. The proposal has not been enacted and is not in force. If passed in its current form, it would introduce a specific national-security review procedure for certain foreign acquisitions of Mexican companies.
The bill would move from the current framework – under which the National Foreign Investment Commission (CNIE) has a general power to prevent foreign acquisitions for national-security reasons – to a formal authorization regime with identified sectors, statutory timeframes, possible mitigation measures and specific penalties.
Which transactions would require authorization?
Prior CNIE authorization would be mandatory if all of the following conditions are met:
- The foreign investment would acquire, directly or indirectly, more than 49% of the share capital of a Mexican company.
- The target’s total assets exceed a threshold to be established by the CNIE through a subsequent general resolution.
- The target carries out an activity considered sensitive from a national-security standpoint.
The bill does not state the asset threshold. Accordingly, even if Congress passes it, the quantitative reach of the regime would depend on a subsequent CNIE general resolution.
Where foreign ownership would exceed 49% but the target’s assets remain below the threshold, filing would be voluntary. The bill does not define the consequences of a voluntary filing or provide a pre-filing consultation mechanism. This lack of detail will matter for transactions involving regulatory or reputational exposure.
A broad sectoral scope
The proposed list includes, among others:
- Physical and virtual infrastructure connected with energy, transport, health, communications, mining, data processing or storage, digital systems, aerospace, defence and sensitive facilities, as well as land and real estate indispensable to the use of that infrastructure.
- Critical technologies and dual-use products, including artificial intelligence, robotics, semiconductors, cybersecurity, aerospace and defence technologies, energy storage, quantum and nuclear technology, nanotechnology and biotechnology.
- The supply of fundamental inputs, particularly energy, raw materials and food security.
- Access to sensitive information – particularly personal data – or the ability to control that information.
The CNIE would also be permitted to add analogous sectors or activities by general resolution. The practical scope would therefore not be limited to regulated businesses: it could capture targets operating digital infrastructure, managing personal data at scale or participating in supply chains for strategic inputs.
A procedure that must be built into the transaction timetable
The application would have to be filed jointly by the Mexican company and the foreign investor. The CNIE would have 60 business days to decide. Within the first 20 business days, it could request additional information, thereby suspending the review period; the parties would have between 5 and 30 business days to comply. The CNIE could also extend its own review period once, by up to 30 business days, where the matter’s complexity so warrants.
CNIE silence would have an adverse effect: the application would be deemed denied. The bill does not provide for constructive approval under this procedure. The 60-business-day period should therefore not be treated as a fixed clearance date; the actual timetable would depend on the complexity of the case, information requests and any extension.
The CNIE could clear, condition or prohibit a transaction
The CNIE could determine that no national-security risk exists and clear the acquisition; approve it subject to amendments or mitigation measures; or prohibit it. Clearances and conditional approvals could impose case-specific obligations, periodic reporting and compliance monitoring.
The bill does not establish detailed substantive standards for determining a risk or threat, nor does it define the nature, duration or proportionality of mitigation measures. This discretionary space will be central to the regulatory-risk assessment in each transaction.
A CNIE with national-security authorities at the table
The proposal would add the heads of the Ministries of National Defence, the Navy, and Security and Citizen Protection as CNIE members. In national-security matters, the Attorney General’s Office, the National Intelligence Centre, the Tax Administration Service and the Financial Intelligence Unit would participate as permanent invitees, with voice but no vote.
In practice, the review would no longer be confined to economic and sectoral considerations. Parties should expect more extensive information requests concerning ultimate beneficial ownership, sources of funding, data flows, critical assets, operational controls and compliance.
Significant penalties
The bill would retain a fine of 1,000 to 5,000 UMAs for acts requiring CNIE authorization that are carried out without prior approval. It would also introduce fines of 5,000 to 200,000 UMAs if the Mexican company transfers the equity interest despite a denial or without prior favorable authorization, as well as for failure to comply with mitigation measures.
The provision addressing closing without clearance is framed around the Mexican company that transfers or delivers the equity interest. However, the application would be joint, and mitigation measures may apply to both parties. The transaction documents should expressly allocate the compliance risk.
Implications for M&A and financing
If enacted, national-security analysis should be addressed at the outset of a transaction, alongside any applicable competition, sectoral-regulatory and foreign-investment approvals. For potentially covered acquisitions, we recommend that parties:
- include CNIE authorization as a closing condition;
- set a long-stop date that accommodates the statutory review period, a possible information request, the parties’ response time and a potential CNIE extension;
- include detailed cooperation, preparation and information-delivery covenants, subject to appropriate confidentiality safeguards for competitively sensitive, personal and security-related information;
- expressly allocate the risk of a conditional approval, including which mitigation measures each party will accept, who bears their cost and when a condition permits termination;
- review financing arrangements and closing commitments to ensure they do not require consummation before favorable CNIE authorization; and
- consider a voluntary filing where a foreign investor is acquiring control in a sensitive sector but the target’s assets fall below the threshold ultimately adopted by the CNIE.
The bill also does not include express rules for agreements signed or transactions pending when it enters into force. Absent a specific transitional rule, parties will need to consider the signing date, the anticipated closing date and whether the acquisition becomes subject to the new requirement when it is consummated.
Effective date and next steps
If enacted as proposed, the decree would become effective on the day following its publication in the Official Gazette of the Federation. The CNIE would then have up to 180 calendar days to issue the general resolution establishing the asset threshold. The bill does not provide for an additional vacatio legis or transitional rules for pending transactions.
For now, parties should identify at an early stage transactions involving foreign ownership above 49% in sensitive sectors, collect information on the target’s assets and activities, and preserve contractual flexibility for a possible national-security review. PCGA will monitor the legislative process, any enacted text and the CNIE general resolution setting the asset threshold.
Source
Bill to amend, add and repeal various provisions of the Foreign Investment Law, submitted by the Federal Executive and dated 28 August 2026.
Current text of the Foreign Investment Law: Chamber of Deputies.
Omar Aguilar, Partner at PCGA.
