The Mexican Congress approves the reform of the Federal Economic Competition Law: key points to understand it.

Compartir
FacebookXLinkedInEmail

July 2, 2025

On June 30, 2025, the Chamber of Deputies, as revising body, approved the amendment to the Federal Economic Competition Law (“FECL”). This reform is a consequence of the constitutional reform to simplify the structure of the federal government approved in December 2024, which established the disappearance of the Federal Economic Competition Commission (“Cofece”) as an autonomous constitutional agency.

Among the main changes are the incorporation of the National Antitrust Commission (“NAC”), the increase of sanctions, the reduction of terms for issuing resolutions, broader theories of harm to sanction anticompetitive practices, the reduction of thresholds for notifying concentrations and the recognition of compliance programs as mitigating tools, among others.

The following is a description of the main amendments to the FECL, which will be published in the Official Gazette and come into force once the new board of commissioners is appointed.

  • Incorporation of the National Antitrust Commission

The NAC will be the new authority in  economic competition matters. It will be a decentralized public agency of the Executive Branch, under the Ministry of Economy, with management autonomy, technical and operational independence in its decision making, organization, and operation.

The Board will be composed of five commissioners, including the President Commissioner, and will be appointed directly by the Executive Branch and ratified by the Senate of the Republic. The first appointments will be staggered, the persons elected will finish their functions in 2028, 2029, 2030, 2031, and 2032.

The head of the Investigating Authority of the current Cofece will continue to serve as head of the Investigating Authority of the NAC. In addition, the separation between the Investigating Authority and the Board, who will resolve the proceedings, will continue to be guaranteed.

  • New theories of harm to sanction anticompetitive practices and unlawful concentrations

The amendments to the FECL broaden the scenarios under which the NAC may argue that there are anticompetitive effects in the markets, within the framework of the analysis of monopolistic practices and unlawful concentrations.

  • Absolute Monopolistic Practices (“AMP”) or Collusion

The reform contemplates exchanges of information as one additional way in which an AMP may occur without being linked to another type of conduct. In addition, these types of practices will now be sanctioned when they occur between actual or potential competitors.

  • Relative Monopolistic Practices (“RMP”) or abuse of dominance

The reform adds that the conduct that has the purpose or effect of unduly limiting the ability of other economic agents to compete in the markets will be investigated and sanctioned.

Likewise, in order to determine the market power of the economic agents, three elements of analysis are added:

  1. Degree of positioning of goods or services in the relevant market.
  2. Lack of access to imports or the existence of high import costs.
  3. Existence of high-cost differentials that consumers may face when turning to other suppliers.
  4. Unlawful concentrations

The theories of harm to consider unlawful concentrations are broadened to include concentrations that may have the object or effect of substantially affecting the conditions of competition.

  • Concentrations: lowering thresholds and extending the deadline for investigating non-notifiable concentrations

It is expected that the number of transactions subject to review will increase, since the thresholds for notification are reduced in 11.11% and 16.6%, and two exceptions contemplated in Article 93 of the FECL are eliminated:

  1. Foreign transactions (of those that do not involve assets or shares in Mexico) that have effects in Mexico (sales);
    1. Acquisitions of investment funds for purely speculative purposes.

A verification procedure for unauthorized concentrations is included in the FECL, in addition to being subject to fines, the NAC may order to undoing of the transaction in the case of transactions that were previously blocked by the CNA.

The period for investigating concentrations that require notification to the competition authority increases from one to three years from the date the transaction took place. 

  • New compliance programs of the companies

The NAC is entitled to certify, upon payment of fees, those compliance programs implemented by the economic agents in the prevention and detection of acts in violation of the FECL. The certification will be valid for three years. In addition, the NAC may consider the existence of a certified compliance program as a mitigating tool in the imposition of sanctions.

  • Claims for damages

Individual and collective legal actions may be filed as soon as the NAC resolution is final in administrative proceedings, i.e., after the issuance of the NAC resolution.

The statute of limitations period for the filing of these actions in judicial proceedings is extended, it will be counted as from the issuance of the NAC’s resolution.

  • Leniency Program

The leniency program is modified to limit its benefits to colluding economic agents who provide sufficient evidence before the formal initiation of the investigation, who will be eligible for a minimum fine.

On the other hand, the economic agents that are not the first to provide evidence may access reductions of 50%, 30% or 20%, according to the order of presentation of the application, as long as they provide additional evidence to those already in possession of the Investigating Authority.

Adherence to the leniency program may now only be requested prior to the publication of the notice extending the investigation period for the third time.

In addition, individuals who are part of the leniency program will not be subject to disqualification and may not be sued in collective legal actions brought by the NAC.

  • Changes to the submission of Commitments (waiver and reduction of fines)

The reform extends the time to request commitments for the waiver and reduction of fines for RPM or unlawful concentrations:

  1. During the investigation, before the third extension period: if the agent proposes viable commitments, the NAC will grant the full reduction in the sanction and may even close the file without attributing any liability.
  2. During the proceeding followed in the form of a trial, before integrating the case file: the economic agent must acknowledge the commission of the RMP or the unlawful concentration alleged. The NAC will determine the liability and may reduce the fine by up to 50%.
  • Inapplicability of the FECL to state-owned public companies

The reform broadens the inapplicability of the FECL to state-owned public companies, without establishing a clear definition of such a category.

  • Reduction of terms in investigations and procedures

The procedural deadlines are significantly reduced. The time to conduct investigations is reduced from 5 to 4 periods of 120 days each. Likewise, a term of 30 working days is established for issuing the opinion of probable liability, resolving the procedures followed in the form of a trial, and authorizing concentrations.

  • Increase in fines and new sanctions

New sanctions are set. The NAC may now directly disqualify companies from participating in public procurement procedures for up to 5 years. Likewise, the NAC may fine the preponderant economic agents in the telecommunications and broadcasting sectors that fail to comply with the measures imposed with up to 10% of their revenue.

In addition, new enforcement measures are set for non-cooperation in appearances, and fines increased for obstructing verification visits and not complying with a disqualification. Fines increased between 25% and 50%, some of the most significant increases are as follows:

Conduct Before (EAR maximums)Reform (EAR maximums)
Absolute Monopolistic Practice (collusion)Up to 10% of the Economic Agent’s Revenues (“EAR”)15%
Relative Monopolistic Practice (abuse of dominance)8%10%
Unlawful concentrations8%10%
Unauthorized concentrations5%8%
Failure to notify a concentration that exceeds thresholdsFrom 5 thousand UMA up to 5%From 50 thousand UMA up to 8%
Carrying out a concentration after objection by the CommissionN/A15% and undo the transaction

*UMA- Unit of Measurement and Update.

  • New faculties in the Telecommunications and Broadcasting markets

The faculties in matters of economic competition in the Telecommunications and Broadcasting sectors, which were previously under the jurisdiction of the Federal Telecommunications Institute, return to the jurisdiction of the NAC.

In addition, the NAC is granted the faculty to determine preponderant economic agents in the telecommunications and broadcasting sectors and may impose specific regulatory measures on them. For this purpose, the NAC must request from the newly created Telecommunications Regulatory Commission a technical opinion regarding the draft corrective measures proposed by the NAC.

  • New notices from the Executive Branch

The Executive Branch, through the Ministry of Economy, may give notice to the NAC on relevant issues regarding free competition and economic competition. In such cases, the NAC must issue a pronouncement within a maximum period of 10 days.

  • Conclusions

The replacement of Cofece by the NAC involves a structural change in the economic competition regime in Mexico. This change not only implies an institutional reorganization but also a transformation of competition policy in Mexico, characterized by more expeditious procedures and a more severe sanctioning regime.

In a stricter regulatory environment, it is recommended to review the impact that this reform has on the activities of companies, as well as to update the compliance programs in competition matters in order to get a certification from the new authority.

At Basham, Ringe y Correa we have a highly specialized antitrust team with experience in the public and private sector, which provides comprehensive and strategic advice in this new regulatory reality, including merger notification, representation before the antitrust authority during investigations and proceedings, risk analysis and audits, design of strategies related to leniency programs, commitment and compliance programs.

SINCERELY:

Amílcar Peredo, Partner

peredo@basham.com.mx

León Jiménez, Senior Associate

ljimenez@basham.com.mx

Gustavo González, Senior Associate

gagonzalez@basham.com.mx

Fátima Santamaría, Junior Associate

fsantamaria@basham.com.mx