October 28, 2026
| Executive takeaway On October 27, 2026, Mexico’s Chamber of Deputies approved, without amendments, the Senate-approved reform to Mexico’s Foreign Investment Law (FIL) establishing a new pre-closing national-security screening regime for foreign investment. Certain investments resulting in foreign participation above 49% in Mexican companies operating in sensitive sectors and exceeding an asset threshold to be determined by the National Foreign Investment Commission (CNIE) would require prior clearance. The CNIE would be empowered to clear, condition or prohibit covered transactions and, in certain cases, order divestment. The decree has been sent to the Federal Executive for promulgation and publication in the Federal Official Gazette and is not yet in force as of the date of this alert.[1] |
What changes?
Mexico already has a national-security provision in the Foreign Investment Law, but it has never operated as a fully articulated screening system. Current Article 30 allows the CNIE to prevent acquisitions by foreign investment for national-security reasons. The reform approved by Congress would repeal Article 30 and replace it with a dedicated Part governing national-security review.
Once in force, the result would be a distinct regulatory track. Traditional FIL authorizations would continue to address foreign-investment admission and ownership restrictions, while the new Part Six Bis would introduce a separate assessment of risks or threats to national security.
When would a filing be mandatory?
Under the reform approved by Congress, prior CNIE approval would be required if all three of the following conditions are met:
- The foreign investor would hold, directly or indirectly, more than 49% of the share capital of a Mexican company;
- The Mexican target’s total assets exceed a threshold to be established by the CNIE through a general resolution;[2] and
- The target operates in a listed sensitive sector or activity.
Sensitive sectors and activities
The approved reform identifies a broad range of sectors and activities subject to national-security screening, as summarized below. The list is not exhaustive, as the CNIE would also be authorized to designate additional analogous or similar economic activities or sectors by general resolution.
| Category | Examples expressly covered |
| Strategic infrastructure | Energy, transport, healthcare, communications, mining, data processing/storage, digital systems, aerospace, defense and sensitive facilities. |
| Critical technologies / dual use | AI, robotics, semiconductors, cybersecurity, aerospace/defense technologies, energy storage, quantum, nuclear, nanotechnology and biotechnology. |
| Critical inputs | Energy, raw materials and food security. |
| Sensitive information | Access to sensitive information, particularly personal data, or the ability to control it. |
| Other activities | Analogous or similar activities or sectors later designated by the CNIE through general resolution. |
Voluntary filing.
If the resulting foreign participation exceeds 49% but the target falls below the applicable asset threshold, the parties may nevertheless file voluntarily. The approved text does not establish an express safe harbor for transactions that are not voluntarily filed, an issue that may require further clarification through implementing rules and practice.
Filing mechanics and review timetable
| Step | Approved framework |
| Who files? | The Mexican company and the foreign investor must file jointly with the CNIE’s Technical Secretariat. |
| Initial review period | 45 business days from filing. |
| Procedural rules | The approved text removed the initiative’s detailed rules on information requests, response periods and complexity extensions. Matters not expressly governed by the FIL or its regulations are subject to the Federal Administrative Procedure Law (LFPA). |
| No affirmative-silence clearance | The ordinary FIL affirmative-silence rule does not apply to national-security review. The transaction should therefore not be treated as cleared merely because the statutory review period expires. |
| Implementation threshold | The CNIE must issue the general resolution establishing the asset threshold within 180 calendar days following the decree’s entry into force. |
What can the CNIE decide?
The approved regime provides three principal outcomes:
- Clearance: no national-security risk or threat is identified and the acquisition is declared viable;
- Mitigation: the transaction must be modified to address the identified risk; or
- Prohibition: the acquisition is prevented on national-security grounds.
Mitigation will be an important feature of the new regime. The approved reform would allow the CNIE to require transaction-specific modifications to mitigate identified national-security risks and to impose case-specific terms and conditions, which may include periodic reporting and compliance monitoring. The reform does not prescribe a closed list of mitigation measures, potentially giving the CNIE significant flexibility in shaping remedies on a case-by-case basis.
Institutional redesign of the CNIE
The reform would materially change the institutional profile of the CNIE for national-security matters. The Secretaries of Defense, Navy, and Security and Citizen Protection, as well as the head of the Digital Transformation and Telecommunications Agency (ATDT), would become voting members of the Commission. For national-security sessions, the Attorney General’s Office, National Intelligence Center, Tax Administration Service and Financial Intelligence Unit would participate permanently with voice but no vote; the President may also be invited on an extraordinary basis.
| Why this matters for foreign investors The new process is designed as an inter-agency national-security review, not simply an economic authorization administered by the Ministry of Economy. Investors should expect diligence to extend beyond ownership percentages and financial information into areas such as sensitive technology, data, infrastructure, supply dependencies and security-related risk. |
Mitigation, sanctions and divestment risk
The approved reform retains the two specific sanctions contemplated in the Presidential Initiative for national-security screening violations, separate from the pre-existing general penalty for carrying out an act that requires CNIE approval without first obtaining such approval. It also adds an express divestment remedy:
- Prohibited or unapproved equity transfer. If the Mexican company transfers, assigns, delivers or otherwise conveys the equity interest to the foreign investor after the CNIE has denied authorization or before the required favorable resolution has been obtained, a fine ranging from 5,000 to 200,000 daily UMAs[3] may be imposed. At the 2026 daily UMA of MXN 117.31, this corresponds to approximately MXN 586,550 to MXN 23.46 million (USD 31,400 to USD 1.25 million), based on an approximate exchange rate of MXN 18.65/USD as of October 28, 2026).
- Breach of mitigation measures. Failure to comply with risk-mitigation measures imposed by the CNIE is subject to a separate fine within the same range of 5,000 to 200,000 daily UMAs approximately MXN 586,550 to MXN 23.46 million / USD 31,400 to USD 1.25 million), based on an approximate exchange rate of MXN 18.65/USD as of October 28, 2026.
- Failure to obtain a required CNIE approval. Separately, the pre-existing general sanction for carrying out an act requiring CNIE approval without first obtaining such approval would be 1,000 to 5,000 daily UMAs (approximately MXN 117,310 to MXN 586,550 / USD 6,300 to USD 31,400), based on an approximate exchange rate of MXN 18.65/USD as of October 28, 2026.
- Divestment. In addition, the CNIE may order divestment in the circumstances contemplated by the reform. The foreign investor would have 90 business days to divest the acquired assets, extendable once for an equal period.
What foreign investors and deal teams should do now
- Add Mexico to global FDI-screening analyses for transactions involving sensitive Mexican assets, and assess the issue in parallel with merger control and sector approvals.
- Map ultimate ownership and control early, including indirect structures, state-linked interests and investor rights that may become relevant in the CNIE review.
- Identify sensitive technology, data, infrastructure, critical inputs and real estate during regulatory diligence – not only the target’s formal industry.
- Address Mexican FDI approval expressly in transaction documents, including conditions precedent, cooperation covenants, mitigation and divestment risk allocation, and long-stop dates.
- For multi-jurisdictional transactions, align the Mexican filing narrative with CFIUS, EU/UK and other foreign-investment submissions to avoid inconsistencies in ownership, technology, data and government-relationship descriptions. Deal teams should also monitor publication of the decree and the CNIE general resolution establishing the asset threshold.
Conclusions
The reform has now been approved by both chambers of Congress and sent to the Federal Executive for promulgation and publication. Once in force, it will introduce a new pre-closing regulatory consideration for cross-border transactions involving Mexico. Foreign investors and transaction parties will need to assess the potential application of the FDI screening regime early in the deal process and coordinate it with existing merger control, foreign investment and sector-specific approvals.
While the framework reflects features commonly found in international FDI screening regimes (including sensitive-sector review, inter-agency involvement, mitigation measures, prohibition powers and divestment), its jurisdictional thresholds and review process are specific to Mexico. Transactions involving sensitive sectors should therefore be assessed independently under the Mexican framework rather than relying solely on the outcome of CFIUS, UK NSIA or EU FDI screening analyses. The approved transitory provisions also preserve the prior rules for matters already pending before the reform enters into force; the CNIE must issue the asset-threshold resolution within 180 calendar days after entry into force.
Basham, Ringe y Correa has a highly specialized Antitrust and Foreign Investment team with significant experience in the public and private sector. We advise domestic and international clients on the regulatory aspects of cross-border transactions in Mexico, including foreign investment and merger control assessments, regulatory filings and approvals, risk analysis, transaction structuring and strategic engagement with the relevant authorities. Our multidisciplinary approach allows us to provide coordinated advice across antitrust, foreign investment and sector-specific regulatory requirements.
Amílcar Peredo, Partner,
Gustavo González, Senior Associate
León Jiménez, Senior Associate
Patricia Carrión, Senior Associate
[1] Based on the final text approved by the Senate on September 30, 2026 and by the Chamber of Deputies, without amendments, on October 27, 2026. The decree was sent to the Federal Executive for promulgation and publication in the Federal Official Gazette.
[2]The asset threshold is not yet known. The approved reform requires the CNIE to issue the general resolution establishing that threshold within 180 calendar days following the decree’s entry into force.
[3] Unidad de Medida y Actualización (UMA), using its Spanish acronym.