New General Regulations on Financial Matters Applicable to Retirement Savings Systems

On July 21, 2025, the new general regulations on financial matters applicable to the Retirement Savings Systems (the “Regulations”) were published, issued by the Ministry of Finance and Public Credit and the National Commission of the Retirement Savings System (“CONSAR”) which repeal the “General Regulations on Financial Matters for Retirement Savings Systems” published in the Federal Official Gazette on September 18, 2019, along with their amendments and additions. These Regulations establish the regulatory framework for the management, investment, and administration of the investment portfolios of the Specialized Retirement Fund Investment Companies (“SIEFORE”), Retirement Fund Administrators (“AFORE”), simplified issuers, credit institutions, and other participating financial entities. The Regulations became effective as of July 22, 2025^[1].

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^{[1] The Regulations became effective, in general, on July 22, 2025; however, the Regulations establish certain special rules and differentiated timelines for the implementation of some chapters, obligations, and exhibits. For more information regarding these exceptions, please contact any member of our Corporate Finance and Banking team.}

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Key aspects of the Regulations:

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1.    Investments in Simplified Issuances  

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The Regulations introduce Simplified Issuances as a new category of assets in which SIEFORE may invest. These issuances are classified into four main types, each with specific rules and limits for acquisition and monitoring, as well as control and reporting obligations for the internal committees of the AFOREs.

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   a) Simplified Level I Debt Issuances: Refers to securities issued by Level I Simplified Issuers. SIEFOREs may only invest in Level I Debt through vehicles that meet the standards set by the Risk Analysis Committee.

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   b) Simplified Level II Debt Issuances: Refers to securities issued by Level II Simplified Issuers. SIEFOREs may invest in Level II Debt directly or through vehicles that meet the standards set by the Risk Analysis Committee.

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   c) Simplified Equity Issuances: Refers to securities issued by Simplified Equity Issuers. SIEFOREs may invest in Equity directly or through vehicles that meet the standards set by the Risk Analysis Committee.

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   d) Simplified Securitized Instruments Issuances: Refers to asset-backed securities issued by Simplified Issuers. SIEFOREs may invest in asset-backed securities directly or through vehicles that meet the standards set by the Risk Analysis Committee.

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The Regulations require each SIEFORE’s Financial Risk Committee to (i) define the maximum threshold for participation in Simplified Issuances relative to the SIEFORE’s total assets; (ii) establish issuer and issuance specific concentration limits; and (iii) issue criteria and metrics for risk diversification and monitoring, including periodic reviews of such limits and metrics, adjusting them according to market conditions and observed performance. The Integrated Risk Management Unit (“UAIR”) must periodically report on compliance with these criteria and deliver specific evaluations for Level II Debt issuances.

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Level I and Level II Simplified Debt Issuances are exempt from additional credit assessments if thresholds and limits are met.

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The Regulations provide that investments in SME Issuances (Emisiones Pymes)  made prior to the amendment may be maintained under their original terms.

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For more information regarding Simplified Issuances, please see the article published by our Firm here.

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^{[2] As a result of the amendment that repealed the “General Regulations on Financial Matters for Retirement Savings Systems” published in the Official Gazette on September 18, 2019, the term “SME Issuances” was eliminated. This concept had previously been defined as follows in said provisions: “SME Issuances, refers to securities issued by duly incorporated legal entities that meet the characteristics established in section III of article 3 of the Law for the Development of the Competitiveness of Micro, Small, and Medium Companies and in the corresponding Agreement establishing the stratification of small and medium companies, issued by the Ministry of Economy, and that do not have an Asset Link with any Business Group that does not meet the characteristics set forth in the aforementioned stratification. SME Issuances shall be classified as:}

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^{a) SME Debt Issuances, referring to Debt Instruments of national issuers under the Authorized Investment Regime whose issuance does not exceed the equivalent of seventy million Investment Units (UDI) individually, and}

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^{b) SME Equity Issuances, referring to Equity Instruments under the Authorized Investment Regime, preferably initial public offerings and medium and low capitalization shares;”.}

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2. Authority of the Investment Committees in relation to Investments in Structured Instruments

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The Regulations strengthen the attributions of the Investment Committees by imposing a phased process of approval and monitoring of Structured Instruments:

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• Definition of the Investment Strategy and eligibility policies contained in Exhibit B of the Regulations, such as manager capabilities, independence, disclosure, costs and conflicts of interest.

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• Prior review, by a majority of independent directors, of the UAIR’s technical evaluation of each instrument and the justification for its classification as a “preponderant investment in national territory”, when applicable.

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• Permanent monitoring of returns, effective costs and compliance with prudential limits, including the obligation to add the indirect exposure of the underlying assets to the internal calculation of limits by asset class, concentration and diversification.

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• Express authority to suspend participation in Capital Calls and to instruct divestment when regulatory thresholds are exceeded or operational risks materialize.

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3. Structured Instruments – Subcommittee, Submission Channel, Exit Policies, and Underlying Assets

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To enhance decision-making and oversight of investments in Structured Instruments, the Regulations provide for the creation of a specialized subcommittee and the implementation of an institutional channel for the receipt and evaluation of investment proposals. This approach aims to professionalize and increase transparency in the analysis, selection, and monitoring process of these instruments, as well as to ensure that exit or divestment strategies are assessed comprehensively and with due consideration for the interests of workers.

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• Specialized Subcommittee on Structured Instruments: It must be composed of at least one member with legal experience and another with experience in investments in these instruments. Its attributions include, among others, (i) analysis and pre-screening of investment opportunities; (ii) evaluation and monitoring of the instruments in the portfolio, including the identification of risks, the performance of the underlying assets, the financial and operational implications, the administrator's fees and their impact on the interests of the employees; and (iii) analysis of the exit or divestment strategy of the Structured Instruments.

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• Institutional Channel for Investment Proposals: The Investment Committee is expected to implement an institutional channel to receive investment proposals in Structured Instruments (the “Channel”). The Channel must be digital, allow the remote submission of proposals, have a standardized format and issue acknowledgments of receipt automatically.

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All proposals received in the Channel must be recorded and documented with periodic reports on their status, and the Investment Committee must document the follow-up of each proposal, including the justifications for its acceptance or rejection.

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• Exit or Divestment Policies: The Investment Committee must develop clear policies for the evaluation and supervision of the exit strategy, considering: (i) the risk and performance assessment of the underlying assets and the manager; (ii) the financial and operational implications; (iii) the administrator's fees; and (iv) the analysis of alternative structures for the management of the remaining underlying assets of the Structured Instruments, and the impacts on the interests of employees.

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Impact of Structured Instrument Requirements on Underlying Assets:

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1. Manager Co-Investment Requirement.

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• CONSAR requires a minimum 2% co-investment by the manager solely at the level of the Structured Instrument (not expressly at the level of each underlying project).

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• This percentage is calculated based on the amount effectively invested by the SIEFORE in the Structured Instrument.

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2. Regulatory Impact of Underlying Assets. Although underlying projects or assets are not directly subject to the 2% co-investment requirement, they must still be taken into account for compliance with applicable regulatory limits, such as:

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• Concentration limits per project or issuer.

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• Calculation of limits by asset class.

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• Prudential diversification and risk assessment.

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3. Practical Implications. To ensure compliance and sound risk management, the AFORE must:

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• Require the manager’s coinvestment throughout the instrument’s life in the trust agreement.

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• Include indirect exposure from underlying assets in internal limits methodologies.

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• Document and approve any exception to the 2% rule by a majority of independent directors with adequate justification.

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Key requirements apply at the instrument level, but regulatory effects extend to underlying assets. The AFOREs must assess total exposure, both direct and indirect, in their internal monitoring and compliance models, even if co-investment is not required for each subproject.

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4. Preponderant Investments in National Territory

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Likewise, a new Chapter V is incorporated into Exhibit B of the Regulations, which details the requirements that Structured Instruments “with preponderant investments in Mexico” must meet to be considered within the limits of the Investment Regime of Exhibit S bis of the general provisions that establish the investment regime to which SIEFORES must be subject.

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For this purpose, instruments with preponderant investments in national territory will be understood as those that:

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• Are issued as of 2025;

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• Allocate at least 80% of their committed investment to projects within the national territory (without considering co-investments); and

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• No later than five years after their issuance, they have at least 50% of the capital effectively invested in projects located in Mexico.

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The AFOREs must clearly identify these instruments, and CONSAR will annually verify compliance with this obligation with a cut-off date of December, during the month of April of the following year. If the AFORE does not comply with the identification obligation, the investment will be subject to the limits of the aforementioned Exhibit S.

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5. Risk Management

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Risk management is one of the core pillars of the Regulations, which introduce more robust methodologies for the identification, measurement, and control of financial, operational, and concentration risks. A clear segregation of duties is required among the critical areas of the investment process, along with the implementation of automated systems that ensure the traceability and security of operations.

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• ‍Prudential Limits: The Financial Risk Committee of each SIEFORE is responsible for establishing prudential exposure limits by asset type, counterparty, issuer and sector, as well as aggregate concentration limits. These limits should be based on internal and external analysis, considering credit quality, term, underlying and asset class. In addition, methodologies must be defined for the calculation of returns, risks, sensitivity and exposure, both at the portfolio level and by asset class or risk factor.

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• Measurement and Monitoring Methodologies: The Regulations require the implementation of advanced methodologies for the identification, measurement, monitoring, and control of financial risks, including (i) sensitivity analysis and stress testing under historical and hypothetical scenarios, with horizons of at least six months; (ii) calculation of key indicators such as Value at Risk (VaR), Conditional Value at Risk, Tracking Error, Liquidity Ratio and Provision for Derivatives exposure; (iii) credit evaluation in addition to that provided by rating agencies, using internal models and qualitative elements; and (iv) monitoring of deviation from investment trajectory and contribution to performance and risk by asset class.

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• Segregation of Duties and Operational Control: The segregation of duties between the areas of investment, risks, confirmation, settlement and custody is reinforced, to mitigate operational risk and avoid conflicts of interest. SIEFORES personnel may not perform simultaneous functions in more than one critical area or share credentials in automated systems.

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• Disclosure and Supervision Obligations: The UAIR must periodically report to the Financial Risk Committee, Investment Committee, Chief Executive Officer and Regulatory Controller on risk exposure, deviations from limits, stress test results, performance of structured instruments and policy compliance. The reports must be accurate, verifiable and reflect the financial and risk reality of the SIEFORE.

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• Automated Systems and Early Alarms: The use of an Automated Comprehensive System for risk management is required, capable of calculating the main indicators daily, monitoring limits and activating early alarms in the event of possible excesses. The system must guarantee the integrity, security and traceability of the information, as well as the parameterization of limits and alarms defined by the Financial Risk Committee.

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6. Corporate Governance

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The applicable corporate governance framework is strengthened through a series of measures, including:

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• Establishing information disclosure policies that ensure periodic accountability regarding the management of FIBRAS, including a clear breakdown of management fees, acquisition commissions, financing costs, and maintenance expenses.

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• Implementing policies for the identification, prevention, and disclosure of conflicts of interest between the FIBRA and parallel vehicles, subsidiaries, the manager, its employees, board members, advisors, underlying companies, or any entity in which the manager or its personnel hold an interest.

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• Including in the semiannual report of the Integrated Risk Management Unit (UAIR), addressed to the Financial Risk Committees, Investment Committee, AFORE general director, and the Compliance Officer, an assessment of the impact of risk scenarios related to demographic, statistical, actuarial, financial, and operational factors that may affect the liquidity of the investment portfolio.

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• Incorporating into said report stress tests applying adjustments to Risk Factors for a minimum period of six months and reporting the results of such tests on the portfolios under adverse scenarios.

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7. Restructuring of Assets Subject to Investment

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The Regulations establish the concept of restructuring of assets subject to investment as any significant modification in its terms and conditions of the assets subject to investment, such as changes in the capital structure, shareholder composition or legal nature.

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To monitor those Assets Subject to Investment subject to restructuring, the head of the risk area must notify the CONSAR, the Financial Risk Committee and the Investment Committee on the business day following the restructuring process is made public; and the Investment Committee must evaluate and pronounce on the terms and conditions of the restructuring, establishing guidelines for its monitoring and ensuring alignment with the fiduciary duty towards the workers.

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In addition, the Investment Committee will have to implement mechanisms to monitor financial performance on a regular basis to assess whether the restructurings are still beneficial to workers.

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8. Gradual Implementation

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The implementation of the Regulations will be gradual, taking into account, among other aspects, the following:

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• The Regulations establish specific deadlines for the formation of the Specialized Subcommittee, the launch of the Submission Channel, and the definition of the divestment strategy, all of which must be completed within a period of 90 to 180 business days.

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• The effective date of the rules on Simplified Issuances and other related metrics is subject to the issuance of criteria by the Risk Analysis Committee; however, no specific deadline was established in the Regulations for this purpose.

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• The alignment metrics with the Taxonomy^[3] and other related provisions will take effect starting on the first business day of 2026.

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• The new rules on liquidated damages will apply only to contracts entered into after the effective date of the amendment.

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^{[3] XLIX quáter. Taxonomy, the tool issued by one of the authorities of Eligible Countries for Investments or nationally or internationally recognized classification systems, which allows the identification and classification of economic activities, assets or investment projects with positive sustainable impacts, based on established goals and criteria, through a specific methodology.}

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This document is for informational purposes. It does not constitute any opinion and may not be used or cited without our prior written authorization. We do not assume any responsibility for the content, scope, or use of the document. For any information regarding this note, please contact any partner of our Corporate Finance and Banking team.