Following up on our client alert of August 31, 2026 (available here), the amendment to the Foreign Investment Law (Ley de Inversión Extranjera) (the “LIE Amendment”), which the President had submitted to the Senate on August 30, 2026, was published today in the Federal Official Gazette. The LIE Amendment will enter into force the day following its publication.
The Senate amended the President’s original proposal in several respects, and the Chamber of Representatives approved the bill as passed by the Senate, without further changes. The most significant are: (i) adding the digital-affairs authority, the Digital Transformation and Telecommunications Agency (Agencia de Transformación Digital y Telecomunicaciones), as a member of the National Foreign Investment Commission (Comisión Nacional de Inversiones Extranjeras, “CNIE”); (ii) shortening CNIE’s review period on filings under the new procedure from 60 to 45 business days; (iii) the express referral to the Federal Administrative Procedure Law (Ley Federal de Procedimiento Administrativo, “LFPA”) for any matters not covered by the LIE and its Regulations, rather than its own procedural rules; and, finally, (iv) introducing divestment (a forced sale of the investment) as an additional consequence to fines. These changes are described in more detail below:
As noted in our previous client alert, the LIE Amendment introduces a national security screening regime for acquisitions of Mexican companies by foreign investors.
In practice, CNIE clearance will be required prior the transaction, when all three of the following conditions are met simultaneously: (i) a foreign investor will hold, directly or indirectly, more than 49% of the share capital of a Mexican company; (ii) the company operates in a strategic or sensitive sector; and (iii) the total value of the company’s assets, at the time the acquisition filing is made, exceeds the threshold that the CNIE sets through a general resolution.
Application
All applications that are pending before CNIE when the LIE amendment enters into force will be decided in accordance with the provisions in force at the time of their submission. The LIE Amendment does not contain an express provision regarding foreign equity interests acquired before its entry into force; accordingly, the new regime shall apply to acquisitions submitted thereafter.
Strategic or sensitive sectors
The following sectors are considered “strategic” or “sensitive”:
a. Strategic infrastructure, whether physical or virtual, including energy, transportation, healthcare, communications, mining, data processing or storage, digital systems, aerospace, defense and sensitive facilities, as well as the land and real estate essential to their operation;
b. Critical technologies and dual-use goods (items with both civilian and military applications), including artificial intelligence, robotics, semiconductors, cybersecurity, aerospace and defense technologies, energy storage, quantum and nuclear technologies, nanotechnology and biotechnology;
c. Supply of essential inputs, particularly energy and raw materials, as well as food security;
d. Access to, or the ability to control, sensitive information, particularly personal data; and
e. Any other similar or comparable economic activities or sectors that the CNIE designates through a general resolution.
Asset threshold
The CNIE must set the asset threshold within 180 calendar days after the LIE Amendment enters into force.
If a transaction meets the LIE Amendment filing triggers set out in the new Article 30 bis, the parties must file for clearance with the CNIE.
The filing must be made jointly by the Mexican company and the foreign investor with the CNIE’s Technical Secretariat (the Commission’s administrative office). The CNIE must issue its decision within 45 business days after the filing is submitted.
For all other procedural matters (that is, the general rules on how proceedings before federal agencies are conducted, such as filing formalities, service of notices, authorized representatives, formal requirements of agency acts and the powers of the administrative authority, among others), the LIE Amendment expressly refers to the LFPA.
In its decision, the CNIE may:
a. Find that the transaction poses no national security risk or threat and clear the acquisition;
b. Clear the transaction subject to changes (remedies) designed to mitigate the risk; or
c. Block the acquisition on national security grounds.
In the first two scenarios, the decision will set out specific terms and conditions, which may include periodic reporting obligations for the parties and monitoring of their compliance with Mexican law.
Importantly, if the CNIE fails to issue a decision within the maximum review period, the filing is deemed denied: the “positive silence” rule (afirmativa ficta) does not apply.
It is also worth highlighting that, where the asset threshold is not met but the transaction involves a foreign shareholding above 49%, the LIE Amendment allows the parties to file voluntarily.
Under the LIE Amendment, the heads of the Ministry of National Defense, the Ministry of the Navy, the Ministry of Security and Citizen Protection, and the Digital Transformation and Telecommunications Agency join the CNIE as full voting members.
In addition, at sessions dealing with national security matters, the heads of the Office of the Attorney General, the National Intelligence Center, the Tax Administration Service (SAT, Mexico’s federal tax authority) and the Financial Intelligence Unit (Mexico’s anti-money laundering authority) will take part as permanent guests, with a right to speak but not to vote.
The LIE Amendment creates two new violations tied to the national security regime:
a. Transferring or delivering the shareholding to the foreign investor despite a CNIE denial, or without first obtaining clearance, punishable by a fine of 5,000 to 200,000 times the daily value of the Unit of Measure and Update (Unidad de Medida y Actualización, “UMA”, whose daily value for 2026 is MXN $117.31); and
b. Failing to comply with the risk-mitigation measures imposed by the CNIE, punishable by a fine of 5,000 to 200,000 times the daily value of the UMA.
The CNIE may also order the foreign investor to divest the acquired assets under the procedure to be established for that purpose. The foreign investor will have 90 business days, counted from the day after it is notified of the sanction to complete the divestiture; this period may be extended once for an equal period.
For reference, under the ordinary authorization regime that existed before the LIE Amendment, prior approval is required for foreign investment to exceed 49% in: (i) certain activities, including port towing, mooring and launch services, deep-sea shipping companies, holders of concessions or permits for public-service airfields, private education services, legal services, and the construction, operation and exploitation of railways and the provision of public rail transportation services; and (ii) any Mexican company whose total assets, at the time of filing, exceed the amount the CNIE sets each year, currently MXN $28,623,925,390.72.
Under the ordinary regime, if the CNIE does not decide within the applicable period, the filing is deemed approved (afirmativa ficta, or “positive silence”). In national security matters, however, the rule is reversed: if the CNIE does not issue a decision within the maximum review period, the filing is deemed denied (negativa ficta, or “negative silence”), as set out under the LFPA.
As for transitional rules, the LIE Amendment provides that filings already pending before it takes effect will be handled under the rules in force when they were submitted.
If you have any questions or comments, please do not hesitate to contact our team.
Legal Notice: This Client Alert is for informational purposes only and does not constitute legal advice or a formal opinion on any specific matter. The information contained herein reflects a general analysis prepared by our attorneys based on information available at the time of publication. Any reproduction, citation, or reference to this content must be expressly attributed to Mijares and should not be construed as a public statement or comment made by the firm to the media.
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