On August 30, 2026, President Claudia Sheinbaum submitted a bill to the Senate (the "Bill") amending the Foreign Investment Law (the "LIE" per its acronym in Spanish) with the purpose of creating a national security screening process for the acquisition of Mexican companies by foreign investors.
The Bill was introduced in the Senate, as the chamber of origin, and must still be debated there. If approved, it must be sent to the Chamber of Representatives for review and debate and must complete the legislative process before it can be enacted.
According to its statement of purpose, the Bill seeks to provide an operative framework for the existing power of the National Foreign Investment Commission (the "CNIE" per its acronym in Spanish) to block acquisitions by foreign investors on national security grounds. The Bill introduces objective criteria and a specific procedure consistent with the recent global trend, drawing on the Organization for Economic Co-operation and Development principles for balancing investment protection and national security.
According to the Bill, prior clearance from the CNIE would be required where the following conditions are met on a cumulative basis: (i) foreign investors hold, directly or indirectly, more than 49% of the capital stock of a Mexican company; (ii) the company operates in a strategic or sensitive sector; and (iii) the total value of its assets, as of the date the filing is submitted, exceeds the threshold to be set by the CNIE through a general resolution.
With regard to the first point, this will apply to equity interests established through new transactions. Approval will not be required for companies that currently have direct or indirect foreign investment.
The sectors considered as “strategic” or “sensitive” are the following:
a. Strategic infrastructure, whether physical or virtual, including energy, transportation, health, communications, mining, data processing or storage, digital systems, aerospace, defense and sensitive facilities, as well as land and real estate essential to their use;
b. Critical technologies and dual-use products, including artificial intelligence, robotics, semiconductors, cybersecurity, aerospace, defense, energy storage, quantum and nuclear technologies, nanotechnologies and biotechnologies;
c. Supply of critical inputs, in particular energy or raw materials, as well as food security;
d. Access to sensitive information, in particular personal data, or the ability to control such information; and
e. Any other similar activities or sectors that the CNIE may designate through a general resolution.
The Bill does not set the threshold amount that triggers the screening. Instead, it delegates to the CNIE the power to establish it, which must be published within 180 calendar days following publication of the Bill.
Where the total asset value does not exceed the threshold but the intended foreign stake exceeds 49%, filing with the CNIE will be voluntary.
The procedure before the CNIE would be subject to the following process:
a. The filing must be submitted jointly by the Mexican company and the foreign investor with the CNIE’s Technical Secretariat. The CNIE must issue its resolution within 60 business days following submission.
b. The CNIE may request additional information or documentation on one occasion only, within the 20 business days following submission of the filing; the request suspends the deadline until it is addressed.
c. The applicants must respond within the term set by the CNIE, which may not be shorter than 5 or longer than 30 business days. If they fail to do so in a timely manner, the filing will be dismissed.
d. The CNIE may extend the deadline on one occasion only, by up to 30 additional business days, where the complexity of the matter so warrants, and must state the grounds and reasons for that determination.
In its resolution, the CNIE may:
a. Determine that no national security risks or threats exist and clear the acquisition;
b. Require the parties to modify the transaction in order to mitigate the identified risk; or
c. Block the acquisition on national security grounds.
In the first two cases, the resolution will set out case-specific terms and conditions, which may include periodic reporting by the parties and an assessment of their compliance with Mexican law.
It should be noted that if the maximum response deadlines lapse without the CNIE having issued a resolution, the filing will be deemed denied, as no presumption of approval applies.
If approved, the Bill would add the heads of the Ministries of National Defense, the Navy, and Security and Civilian Protection to the CNIE, with the right to speak and vote.
In addition, the heads of the Attorney General’s Office, the National Intelligence Center, the Tax Administration Service and the Financial Intelligence Unit will attend sessions dealing with national security matters as standing invitees, with the right to speak but not to vote.
CNIE members may not abstain from voting on national security matters and must vote either in favor or against. Resolutions are adopted by a majority vote of the CNIE's members.
The Bill would include two new violations tied to the national security regime:
a. Transferring or assigning the equity interest to the foreign investor after the CNIE has denied clearance, or without having obtained prior clearance, punishable by a fine of 5,000 to 200,000 times the daily value of the Unit of Measurement and Adjustment (“UMA” which has a daily value for 2026 of MXN$117.31); and
b. Failure 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.
As a reference, under the current LIE, prior authorization is already required for foreign investors to hold more than 49% in: (i) certain activities including port services such as towing, mooring and lighterage, shipping companies engaged in deep-sea traffic, 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 transport services; and (ii) any Mexican company whose total asset value, as of the date the filing is submitted, exceeds the amount set annually by the CNIE, currently MXN$28,623,925,390.72.
The new regime would coexist with the existing one, although there are key differences. Under the ordinary regime, if the CNIE fails to resolve within the applicable deadline, the filing is deemed approved as submitted.
For national security matters, the Bill reverses that logic: the base deadline moves from 45 to 60 business days and, with the suspension for information requests and the extension for complexity, the process may take up to 120 business days. In addition, if the CNIE fails to issue a resolution within the maximum response deadline, the filing will be deemed denied.
As mentioned above, the legislative process is still ongoing, and the Bill must be approved by both chambers of Congress prior to enactment.
Under the transitory articles, the Decree would enter into force on the day following its publication.
For any questions or comments, please do not hesitate to contact our expert 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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