Your Mexican Acquisition May Need Permission. And If the Authority Says Nothing, the Answer Is No.
Mexico's bill creates prior national security clearance for foreign acquisitions above 49%. The five categories read from a plant floor, the 180-day threshold gap, and the SPA clauses that change.
By Pedro Gloria and María Galaviz · GP&H Legal
On 30 August 2026 the Mexican Executive sent Congress a bill amending the Foreign Investment Law (Ley de Inversión Extranjera, LIE). The bill creates a complete new Title Six Bis devoted to national security in foreign investment.
If enacted, a foreign company seeking to acquire more than 49 percent of a Mexican company in certain sectors will need prior favourable clearance from the National Foreign Investment Commission. Without it, the share transfer is sanctionable, and the sanction falls on the Mexican company that transfers. And if the Commission does not decide within the deadlines, the application is deemed denied: the text expressly rules out positive administrative silence.
This is the most significant structural change for foreign investment in Mexico in years, and not because it is surprising. Mexico is one of the few OECD countries without a developed screening mechanism, and the bill's own explanatory memorandum concedes the problem with the current article 30: it "does not establish the parameters and guidelines under which that power is to be exercised."
What this guide adds is not the news. It is three other things: a map of which specific industrial operations fall within the five categories of the new article 30 Bis, a drafting gap nobody has flagged, and the share purchase agreement clauses that change from here.
1. What this is, and what it is not yet
It is a bill. It is not law.
The transmittal letter from the Ministry of the Interior is dated 30 August 2026 and bears a Senate received stamp of the same date. It is addressed to the Presiding Officer of the Permanent Commission, under articles 71 fraction I and 78 fraction III of the Mexican Constitution, with an express request that it be introduced in the Senate as chamber of origin.
The date on which the Senate floor formally took up the bill does not appear in the document we analysed, and we do not assert it. If you need the exact parliamentary date, it must be checked against the Senate Gazette.
Currency warning. The legislative status of this bill may have changed since 30 August 2026. Before relying on any part of this guide, check whether it has been referred to committee, reported out, or amended.
If enacted as submitted, transitional article FIRST provides that the Decree enters into force the day after its publication.
2. The trigger: three conditions, not one
Proposed article 30 Bis reads, in the original Spanish:
«Por razones de seguridad nacional, se requiere resolución favorable de la Comisión para que la inversión extranjera participe, directa o indirectamente, en un porcentaje mayor al 49% del capital social de una sociedad mexicana, en la que el valor total de sus activos, al momento de someter la solicitud de adquisición, rebase el monto que determine la Comisión mediante resolución general y tenga por actividad económica alguna de las siguientes:»In substance, and this rendering is ours rather than an official translation: for national security reasons, favourable clearance from the Commission is required for foreign investment to hold, directly or indirectly, more than 49 percent of the capital stock of a Mexican company whose total asset value, at the time the acquisition application is submitted, exceeds an amount to be set by the Commission by general resolution, and whose economic activity falls within one of the following categories.
The three conditions are cumulative:
- More than 49 percent of the capital stock, held directly or indirectly.
- Total asset value of the Mexican company, measured when the application is filed, above an amount the Commission will set by general resolution.
- Economic activity within one of five categories.
Two points that get missed.
The word "indirectly" does the heavy lifting. A corporate restructuring at the parent level abroad can trigger the requirement for the Mexican subsidiary without a single share changing hands in Mexico. Any global transaction that moves control of a holding chain with a Mexican entity at the bottom has to check this article, even if the Mexican team is not in the negotiation.
The threshold is measured on assets, not on price. The text says "total asset value", not transaction value. A Mexican company with heavy fixed assets and modest earnings can clear the threshold on a relatively small deal.
3. The five categories, read from the floor of a plant
This is where the article actually matters to an operator in Mexico. The list is not a list of exotic sectors.
I. Strategic infrastructure, whether physical or virtual, including infrastructure linked to the energy, transport, health, communications and mining sectors, data processing or storage, digital systems, aerospace, defence and sensitive installations, as well as land and real property indispensable for the use of such infrastructure;
II. Critical technologies and dual-use products, including artificial intelligence, robotics, semiconductors, cybersecurity, aerospace and defence technologies, energy storage, quantum and nuclear technologies, and nanotechnologies and biotechnologies;
III. The supply of fundamental inputs, in particular energy or raw materials, as well as food security;
IV. Access to sensitive information, in particular personal data, or the ability to control such information; and
V. Any other economic activities or sectors that are analogous or of a similar nature, as determined by the Commission by general resolution.
Translated into what is actually inside an industrial park in the Bajío or the northeast:
| What you have | Likely category |
| Own generation, cogeneration, or a dedicated supply contract (see energy permits) | I, and possibly III |
| Automation cells, machine vision, line robotics | II |
| Production or assembly of energy storage components | II, and III if you supply the chain |
| A data centre, or industrial telemetry that stores operating data | I for data storage, and possibly IV |
| Buildings or land adjacent to a substation, a rail right of way, or a pipeline (see industrial real estate) | I, because of the express mention of indispensable land and real property |
| Inputs to the food industry | III, for food security |
| Payroll processing, access biometrics, or personnel files at scale | IV |
Category I deserves a separate reading. It is the only one that expressly brings in real property. An industrial development next to strategic infrastructure is now in the conversation, and that is an entire class of industrial real estate transactions that is not analysed under the LIE today.
Category V is an open-ended clause. It lets the Commission expand the catalogue by general resolution. Any mapping you do today is a provisional mapping.
4. The gap: for up to 180 days there is no threshold
This is the drafting problem worth raising while the bill is under debate, precisely because it is fixable.
- Transitional article FIRST provides that the Decree enters into force the day after its publication.
- Transitional article SECOND provides that the general resolution setting the article 30 Bis asset amount must be issued and published in the Official Gazette within no more than one hundred and eighty calendar days counted from the day after the Decree is published.
So the regime takes effect immediately and the figure that activates its second condition may take up to six months to exist.
There are at least two readings, and the text does not choose between them. One: without a published general resolution the second condition is not met, there is no triggering event, and the clearance requirement does not operate. The other: the threshold is a matter of precision rather than of existence, and the authority could take the view that the requirement already binds.
We do not know which will prevail, and we are not going to pretend otherwise. What we can say is what that uncertainty means in practice: any deal closing inside that window is signed without certainty as to whether clearance was required. And the article 38 fraction VI penalty, discussed below, applies to a party that transfers without having previously obtained favourable clearance, without distinguishing whether the failure was careless or the result of a reasonable reading of the text.
It is a gap that closes with one line: condition the enforceability of article 30 Bis on publication of the general resolution, or set the threshold in the Decree itself.
5. Voluntary filing
The final paragraph of article 30 Bis introduces a mechanism that will shape practice:
«En el caso de que el valor total de los activos de la sociedad mexicana no supere el umbral a que se refiere este artículo, pero el porcentaje de participación que se pretenda sea superior al 49% del capital social, la presentación de la solicitud ante la Comisión será voluntaria.»Where the Mexican company's total asset value does not exceed the threshold but the intended stake is above 49 percent, filing with the Commission is voluntary.
It is a safe harbour at the investor's election, and the decision is genuinely hard.
For filing. If the deal sits close to the threshold, if the activity classification is arguable, or if the buyer has a complex holding structure where the indirect participation calculation admits more than one reading, favourable clearance closes the article 38 fraction VI risk definitively.
Against filing. The text sets no expedited track for a voluntary filing. It attracts the same article 30 Quater procedure, with the same deemed denial. Filing voluntarily means putting the deal into a calendar that can reach 120 business days and accepting that silence denies it. And a fraction II resolution can impose mitigation conditions that would not have existed absent the filing.
We do not offer a general rule on when to file. It depends on the margin against the threshold, the strength of the activity classification, and the tolerance of the closing calendar. It is exactly the kind of decision to take case by case and document in writing.
6. Procedure and the real timeline
Who files. Article 30 Ter requires the application to be filed with the Technical Secretariat of the Commission, "jointly by the Mexican company and the foreign investor." This is not a buyer-side filing. It compels the target to appear, which means the seller's cooperation in the process stops being a courtesy and becomes a contractual obligation.
Article 30 Quater deadlines, verified against the text:
| Stage | Deadline |
| Commission resolution | 60 business days from filing |
| Request for further information, if any | must be made within 20 business days of filing, and only once |
| Responding to that request | as set by the Commission, no less than 5 and no more than 30 business days |
| Failure to respond | the file is dismissed |
| Clock restarts | the business day after the requested information is filed in full |
| Extension | once only, up to 30 business days, on a reasoned finding of complexity |
The long scenario is 120 business days on the clock: 60 for the resolution, up to 30 for the response, and up to 30 for the extension. That is roughly 5.7 calendar months, calculated at 21 business days per month and without deducting the authority's holiday periods. This is approximate; verify it before committing to it in a closing calendar.
And the sentence that changes the mental model:
«Transcurridos los plazos a que se refiere este artículo sin que la Comisión haya emitido resolución, se entenderá negada la solicitud, por lo que no operará la afirmativa ficta.»Once the deadlines lapse without a resolution, the application is deemed denied, and positive administrative silence does not apply.
The ordinary article 28 procedure, which the bill keeps at 45 business days, retains positive silence for applications under articles 8 and 9. Under Title Six Bis, silence denies. Anyone accustomed to the positive-silence logic of Mexican foreign investment practice has to unlearn it for these matters.
7. The three possible outcomes, and the one to read twice
Article 30 Quinquies sets out three:
- Find no risk or threat to national security and therefore declare the acquisition viable.
- Subject the project to modifications for risk mitigation by the parties involved.
- Block the acquisition.
And then this sentence:
«La resolución emitida conforme a las fracciones I y II, incluirá términos y condiciones específicos por cada caso, que podrán implicar el reporte periódico a cargo de las partes involucradas y la evaluación del cumplimiento del orden jurídico nacional.»A resolution under fractions I and II will include case-specific terms and conditions, which may involve periodic reporting by the parties and evaluation of compliance with the national legal order.
Read it again. It applies to fraction I as well, the clean clearance. A resolution finding no risk can still impose periodic reporting and evaluation of compliance with the national legal order.
And "the national legal order" is not confined to any subject matter. It does not say national security. It does not say foreign investment. It says the national legal order.
That is where this reform reaches compliance work. With the Financial Intelligence Unit and the Tax Administration Service seated as permanent invitees at national security sessions, and with a condition that can require evaluation of legal compliance generally, the Mexican company's anti-money-laundering file, tax standing and regulatory compliance stop being a matter for the buyer's due diligence and become a matter for the State's clearance. A target with a weak compliance file is no longer merely worth less: it may not be acquirable on the terms proposed.
8. Who decides now
Amended article 23 composes the Commission of the heads of thirteen ministries: Interior; Foreign Affairs; National Defence; Navy; Security and Civilian Protection; Finance and Public Credit; Welfare; Environment and Natural Resources; Energy; Economy; Infrastructure, Communications and Transport; Labour and Social Welfare; and Tourism. Alternates must be at deputy-minister level.
Two paragraphs are added. At sessions dealing with national security matters, the heads of the Attorney General's Office, the National Intelligence Centre, the Tax Administration Service and the Financial Intelligence Unit will be permanent invitees with voice but no vote. And the Commission may convene extraordinarily at any time at the President's call.
We do not compare this against the current composition of article 23, because that requires checking the text in force, and we prefer not to assert it without that check. The explanatory memorandum indicates that the inclusion of national-security agencies is what is new.
Article 29 adds a fifth evaluation criterion: the existence of risks or threats to national security for Title Six Bis matters. The four existing economic-development criteria are retained.
Article 30 Sexties closes a procedural door: in national security matters, members may not abstain and must vote for or against. Resolutions are adopted by a majority of the Commission's members.
9. Penalties: what is genuinely new
Article 38 is amended in fractions I through IV and in the last fraction, and two new fractions are added.
What does not change in magnitude. The existing fractions keep exactly the same number of units. What changes is the unit: where the current text says "salarios", defined as the general daily minimum wage in force in the Federal District, the proposed text says times the daily value of the Unit of Measurement and Update (UMA), and the paragraph defining "salario" is repealed. We are assuming this is a drafting alignment with the constitutional de-indexation of the minimum wage rather than a substantive increase. Verify before relying on it.
What is genuinely new:
| Fr. | Conduct | Penalty |
| VI | The Mexican company transfers, assigns, delivers or conveys the shareholding to the foreign investor despite having received a denial, or without having previously obtained favourable clearance | 5,000 to 200,000 times the daily UMA |
| VII | Failure to comply with the risk mitigation actions ordered by the Commission | 5,000 to 200,000 times the daily UMA |
What that is in money. At the daily UMA of 117.31 pesos in force since 1 February 2026 per Mexico's National Institute of Statistics and Geography, the range runs from 586,550 to 23,462,000 pesos. The calculation is a multiplication: 5,000 by 117.31 and 200,000 by 117.31. We give it as an illustration, because the fine is determined using the UMA in force when the infringement is determined. Verify the value for the relevant year.
Two details of fraction VI that matter more than the amount.
First, the sanctioned party is the Mexican company, because it is the one that transfers. This is not a fine on the foreign buyer. It is a fine on the target, that is, on the company the buyer has just acquired. The cost of the breach travels with the asset.
Second, the fraction covers two distinct scenarios: transferring after a denial, and transferring without having obtained favourable clearance beforehand. The second does not require that any denial exist. It is the one that will catch anyone who takes an optimistic reading of the threshold during the 180-day window.
10. What this changes in a share purchase agreement
This section is why this reform does not stay on the public policy table.
Condition precedent. Commission clearance becomes a standalone closing condition, with its own calendar of up to 120 business days and with deemed denial. It cannot hang off the same long stop date you used for antitrust clearance without recalculating it.
Seller cooperation covenant. Because article 30 Ter requires a joint filing, the seller must be contractually bound to appear, sign and produce information. Without that clause, the buyer cannot even start the process.
Who bears the mitigation conditions. If clearance arrives under fraction II, with modifications to the project, the parties need to have agreed in advance who absorbs the cost of those modifications and at what point the buyer may walk.
Post-closing periodic reporting. If clearance imposes periodic reporting and evaluation of compliance with the national legal order, that obligation survives closing and somebody has to run it. It is usually nobody's job in the integration plan.
The fraction VI fine and who pays it. If the Mexican company is fined for having transferred without clearance, the buyer owns the fined company. That risk is covered by a specific seller representation and a specific indemnity, not by the general compliance-with-laws clause.
The target's compliance file. See section 7. It stops being a pricing question and becomes a clearance-viability question.
11. What does not change
In case you are reviewing obligations you already had:
- The ordinary article 28 procedure is retained, with its 45 business days and with positive silence for applications under articles 8 and 9. What is added is that national security matters are governed by Title Six Bis.
- The four economic evaluation criteria of article 29 are retained. A fifth, on national security, is added.
- Registration and reporting obligations to the National Foreign Investment Registry are not changed in substance. The fraction IV fine changes unit, not magnitude.
- The penalty for simulation in the restricted zone, a fine of up to the value of the transaction, is untouched.
- The tax and anti-money-laundering obligations of the legal representative of a Mexican company are not affected by this bill. Those run through the Federal Tax Code, the Miscellaneous Tax Resolution and the Federal Law for the Prevention and Identification of Operations with Illicit Proceeds, none of which is amended here.
12. What this guide does not tell you
It does not tell you whether the bill will pass, or in what form. It is a text under debate in the Senate and everything above may change.
It does not tell you the legislative status as of the day you read it. We do not know whether it has been referred to committee, reported out, or amended. Verify.
It does not tell you what the asset threshold will be. It does not exist. The Commission will set it by general resolution within 180 calendar days of publication of the Decree.
It does not resolve enforceability during that window. See section 4. It is an open question and we present it as one.
It contains no case law, because there can be none: Title Six Bis does not exist as law and has not been interpreted by the Federal Judiciary or by the Federal Administrative Justice Court. Any document citing you a judicial precedent on article 30 Bis is citing something that does not exist.
It does not analyse treaty compatibility. Mexico is party to free trade agreements and to bilateral investment treaties containing national treatment, most-favoured-nation and, in some cases, essential security exceptions. Whether a screening mechanism is compatible with those provisions, and how far the security exceptions reach, is a serious discussion requiring its own analysis that does not fit here. The explanatory memorandum invokes the OECD principles of non-discrimination and proportionality, which suggests the design sought that compatibility, but that is a declared intention, not a legal conclusion.
It is not legal advice. Classifying a specific company within the article 30 Bis categories, and deciding whether to file voluntarily, depend on facts this guide does not know.
What we would do this week if we were you
- Classify your Mexican entities against the five categories of article 30 Bis. It is not a long exercise and it is the input for everything else. Document the reasoning, because you will have to defend it.
- Compute the total asset value of each. The threshold does not exist yet, but the number that will be compared against it is yours and you can have it today.
- If you have a live deal closing in the next six months, put it in the conversation now. The risk is not the filing: it is the calendar and the deemed denial.
- If you have a global restructuring in progress that moves control of a holding chain with a Mexican subsidiary, look again at the word "indirectly".
- Review the compliance file of any Mexican target. With the Financial Intelligence Unit and the Tax Administration Service in the room, and a condition that can require evaluation of compliance with the national legal order, that file has gone from a pricing issue to a viability issue.
- If you have something to say about the gap in section 4, now is the moment. It is being debated now.
Companion analysis
This guide analyses the bill amending, adding to and repealing various provisions of the Foreign Investment Law, transmitted to the Mexican Congress on 30 August 2026, with an information cut-off of 15 September 2026. Quotations of legal text were verified against the pages of the bill itself. Calculations identified as GP&H Legal calculations are shown with their formula so they can be replicated. Assumptions are identified as such and are not presented as statutory text. English renderings of Spanish legal text are ours and are not official translations. This document is general information and does not constitute legal advice on any specific matter. Pedro Gloria and María Galaviz. GP&H Legal (Gloria Ponce de León & Hernández), Monterrey and Mexico City.
Does your Mexican company fall within one of the five categories?
Describe to us what your Mexican company does, what assets it holds and whether an acquisition or restructuring is under way. A lawyer tells you which category of article 30 Bis applies to it and what changes in your closing calendar.
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