Countries › Mexico › Guide › 10. Capital markets and finance › Capital markets, banking and credit in Mexico: public offerings and private placements, CNBV fees, takeover bids, the SAPI, bank licenses, SOFOMs, fintech, interest withholding and default interest
Capital markets, banking and credit in Mexico: public offerings and private placements, CNBV fees, takeover bids, the SAPI, bank licenses, SOFOMs, fintech, interest withholding and default interest
Last verified: 2026-10-26 · Status: Stable
Securities can be offered to the public in Mexico only if they are registered with the National Securities Registry (RNV) kept by the CNBV; private placements to qualified investors or to fewer than 100 people need no registration, and a simplified registration track for qualified investors exists since December 2023. Taking deposits or other repayable funds from the public is reserved to licensed banks and other authorized entities and is a crime otherwise, but anyone may lend, lease or factor professionally without a license, and a SOFOM is simply a lender registered with CONDUSEF. Interest paid to a foreign bank bears 10 percent withholding and interest on listed debt 4.9 percent, before treaty relief; if a commercial contract sets no default rate, the legal rate is 6 percent a year.
USD conversions use MXN 18.5026 per US dollar, the US Federal Reserve H.10 noon buying rate in New York for 16 October 2026 (FRED series DEXMXUS), the latest observation available when this page was verified. Legal conversions in Mexico use the Banxico FIX, which differs slightly. Conversions are for orientation only.
Key facts
| Banking and securities regulator | Comisión Nacional Bancaria y de Valores (CNBV), which keeps the RNV and grants bank, fintech and offering authorizations LMV arts. 7 and 70; LIC art. 8o.; LRITF art. 11, as of 2026-10-26 · in force |
|---|---|
| Public offerings require registration with the securities registry | Yes, in the Registro Nacional de Valores LMV art. 7, as of 2026-10-26 · in force |
| Private placement of shares without registration: offered to fewer than | 100 personsLMV art. 8, section II, as of 2026-10-26 · in force |
| CNBV fee to study a registration and public offering request (2026) | 32528 MXNLFD art. 29-A, section I; RMF 2026 Annex 4, as of 2026-01-01 · in force |
| Securities registry fee for listed shares, per thousand of book equity (cap MXN 5,177,036 in 2026) | 0.7 per thousandLFD art. 29-B, section I, paragraph a) 1; RMF 2026 Annex 4, as of 2026-01-01 · in force |
| Mandatory tender offer threshold for listed companies | 30 %LMV art. 98, as of 2026-10-26 · in force |
| Minimum paid in capital for a full service commercial bank | 90000000 UDILIC art. 19, as of 2026-10-26 · in force |
| License required to lend, lease or factor professionally | No; SOFOM status requires registration with CONDUSEF LGOAAC art. 87-B, as of 2026-10-26 · in force |
| Crowdfunding and electronic payment funds platforms need authorization | Yes, CNBV authorization LRITF art. 11, as of 2026-10-26 · in force |
| Withholding on interest paid to foreign banks (domestic rate, before treaties) | 10 %LISR art. 166, section I, paragraph a) 2, as of 2026-10-26 · in force |
| Withholding on interest on debt placed among the general investing public, paid to foreign residents | 4.9 %LISR art. 166, section II, paragraph a), as of 2026-10-26 · in force |
| Withholding on interest on federal government and Banxico securities held by foreign residents | 0 %LISR art. 166, exemption paragraph d., as of 2026-10-26 · in force |
| Legal default interest rate on commercial debts when none is agreed | 6 % a yearCódigo de Comercio art. 362, as of 2026-10-26 · in force |
| Mexico and Argentina double tax agreement entry into force | 2017-08-23 dateArgentine approval Ley 27.334, Boletín Oficial 21 December 2016, as of 2026-10-26 · in force |
The rule
Cost to do it: A private placement within art. 8 pays no CNBV fee. A public offering pays the fees in the next rule plus underwriting, legal, audit and stock exchange listing costs, which are set by the market and not by law.
Example: A Mexican S.A.P.I. raising MXN 185,026,000 from 40 investors, or from any number of qualified investors, can do so as a private placement under LMV art. 8 without RNV registration. Marketing the same shares to the general public through media would be a public offering requiring registration. / MXN 185,026,000 is about USD 10,000,000 at 18.5026.Ley del Mercado de Valores (LMV), DOF 30 December 2005, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Arts. 7, 8 and 9, 2005-12-30 official text · verified 2026-10-26
Cost to do it: No CNBV study fee under LFD art. 29-A. The RNV registration fee under LFD art. 29-B and stock exchange fees still apply; the issue cap is set in CNBV general rules, not in the law.
Example: A mid sized company that wants a listed bond only for pension funds and other qualified investors can use simplified registration and save the MXN 32,528 study fee and the CNBV review period. / The study fee saved is about USD 1,758.Ley del Mercado de Valores, art. 70 Bis added by decree DOF 28 December 2023; Ley Federal de Derechos art. 29-A, section I, paragraph reformed DOF 7 November 2025, LMV arts. 10, section II, and 70 Bis; LFD art. 29-A, section I, 2023-12-28 official text · verified 2026-10-26 · changed: The decree published in the DOF on 28 December 2023 added LMV art. 70 Bis, creating simplified RNV registration for issues offered only to institutional or qualified investors with no CNBV review of the file; the LFD reform of DOF 7 November 2025 confirms that these requests pay no study fee under art. 29-A.
Cost to do it: MXN 32,528 study fee (about USD 1,758) plus 0.7 per thousand of equity or of the amount issued, capped at MXN 5,177,036 (about USD 279,800).
Example: An IPO by a company with book equity of MXN 2,000,000,000 pays MXN 32,528 for the study of the request and MXN 1,400,000 (0.7 per thousand) to register its shares. A five year bond of MXN 5,000,000,000 pays MXN 3,500,000 to register. / IPO registration fee about USD 75,665; bond registration fee about USD 189,163; study fee about USD 1,758.Ley Federal de Derechos (LFD), last reform DOF 7 November 2025; fee amounts updated for 2026 in Anexo 4 de la Resolución Miscelánea Fiscal para 2026, DOF 28 December 2025, LFD arts. 29-A, sections I and II, and 29-B, section I, paragraphs a) 1 and 2 and b) 1, 2025-12-28 official text · verified 2026-10-26
Cost to do it: No specific fee in the law for the tender offer itself; CNBV authorization, financial advisers and the offer price for all series of shares are the real costs.
Example: A foreign strategic buyer holding 25 percent of a listed Mexican company wants to reach 51 percent. Because it would cross 30 percent and take control, it must launch a tender offer for 100 percent of the capital, including non voting shares, at a single price, unless the CNBV authorizes a lower percentage. / At a market value of MXN 18,502,600,000, an offer for 100 percent would be sized at about USD 1,000,000,000 at 18.5026.Ley del Mercado de Valores, DOF 30 December 2005, last reform DOF 14 November 2025, Arts. 98, 99 and 100, 2005-12-30 official text · verified 2026-10-26
Cost to do it: No regulatory fee to adopt the S.A.P.I. form; the cost is notary and legal drafting of the bylaws, which is set by the market.
Example: A US fund investing MXN 92,513,000 for 20 percent of a Mexican startup organized as an S.A.P.I. can take preferred shares with a liquidation preference, a veto over new debt and drag along and tag along clauses in the bylaws, and appoint two directors with its 20 percent stake. / MXN 92,513,000 is about USD 5,000,000.Ley del Mercado de Valores, DOF 30 December 2005, last reform DOF 14 November 2025, Arts. 10, section I, 13 and 16, 2005-12-30 official text · verified 2026-10-26
Cost to do it: Minimum paid in capital of 90 million UDIs for a full license (the peso amount moves with the UDI value at 31 December of the prior year), plus the cost of the CNBV application, compliance systems and staff.
Example: A foreign group that wants to take deposits from Mexican customers must obtain a bank license; holding customer balances for payments instead needs authorization as an electronic payment funds institution under the fintech law. Advertising deposit products without one exposes the promoters to prison under LIC arts. 103, 111 and 111 bis. / The capital test is set in UDIs, not dollars; a USD bank capital plan must be converted at the UDI value and the exchange rate on the measurement date.Ley de Instituciones de Crédito (LIC), DOF 18 July 1990, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Arts. 2o., 8o., 19, 45-A, 45-B, 103 and 111, 1990-07-18 official text · verified 2026-10-26
Cost to do it: No license fee to lend. A SOFOM, E.N.R. needs the CNBV anti money laundering opinion, the CONDUSEF registration and an automated monitoring system; their cost depends on providers.
Example: A Mexican S.A. de C.V. owned by a foreign fund can make MXN 18,502,600 in working capital loans to Mexican companies without any license. If it wants SOFOM status, it must change its name and corporate purpose, obtain the CNBV technical opinion and register with CONDUSEF. / MXN 18,502,600 is about USD 1,000,000.Ley General de Organizaciones y Actividades Auxiliares del Crédito (LGOAAC), DOF 14 January 1985, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Arts. 87-B and 87-P, 1985-01-14 official text · verified 2026-10-26
Cost to do it: Authorization costs are application, capital, technology and compliance costs; check the CNBV general rules for each ITF type before budgeting.
Example: A foreign wallet provider that wants to hold Mexican users' balances in pesos must obtain authorization as an electronic payment funds institution; a crowdfunding platform matching investors with Mexican borrowers needs authorization as a crowdfunding institution. / Wallet balances of MXN 18,502,600 equal about USD 1,000,000.Ley para Regular las Instituciones de Tecnología Financiera (LRITF), DOF 9 March 2018, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Arts. 4, 11 and 12, 2018-03-09 official text · verified 2026-10-26
Cost to do it: 10 percent of gross interest for a foreign bank lender, 4.9 percent for listed debt, before treaty relief. Loan agreements usually make the borrower gross up the withholding, so the cost falls on the Mexican borrower.
Example: A Mexican company borrows USD 1,000,000 (MXN 18,502,600) from a foreign bank at 8 percent. Annual interest is MXN 1,480,208; the company withholds MXN 148,021 (10 percent) and pays it to SAT. If the same loan came from a foreign supplier financing machinery, the rate would be 21 percent, MXN 310,844. / Interest USD 80,000; withholding USD 8,000 at 10 percent, USD 3,920 at 4.9 percent, or USD 16,800 at 21 percent.Ley del Impuesto sobre la Renta (LISR), DOF 11 December 2013, last reform DOF 1 April 2024 (Chamber of Deputies consolidated text), Art. 166, 2013-12-11 official text · verified 2026-10-26
Cost to do it: No fee. Writing an express default rate into the contract avoids falling back on 6 percent.
Example: A customer pays a MXN 1,000,000 commercial invoice 90 days late and the contract sets no default rate. The supplier can claim legal interest of about MXN 14,795 (6 percent a year for 90 days). / About USD 800 of default interest on a debt of about USD 54,046.Código de Comercio, published in the DOF from 7 October to 13 December 1889, last reform DOF 14 November 2025; Ley General de Títulos y Operaciones de Crédito, DOF 27 August 1932, last reform DOF 26 March 2024, Código de Comercio arts. 362 and 363; LGTOC art. 174, 1889-10-07 official text · verified 2026-10-26
| Route | Who may use it | Authorization or registration | Rule |
|---|---|---|---|
| Public offering of shares or debt | Any issuer meeting CNBV and exchange requirements | RNV registration and CNBV offering authorization; fees of MXN 32,528 plus 0.7 per thousand, capped at MXN 5,177,036 | LMV art. 7; LFD arts. 29-A and 29-B |
| Simplified registration | Simplified issuers within the CNBV issue cap, qualified investors only | RNV registration filed with the exchange's favorable opinion; no CNBV file review, no study fee | LMV art. 70 Bis; LFD art. 29-A |
| Private placement | Anyone, to qualified investors, fewer than 100 offerees for shares, employee plans or members | None | LMV art. 8 |
| Offering abroad by a Mexican issuer | Mexican issuers | Notice to the CNBV; cannot be offered publicly in Mexico | LMV art. 7 |
| Taking deposits from the public | Banks and other authorized entities only | CNBV license with Banxico opinion; 90 million UDIs capital for a full license | LIC arts. 2o., 8o., 19 and 103 |
| Lending, leasing, factoring | Anyone | None; SOFOM status needs CONDUSEF registration and, for E.N.R., a CNBV AML opinion | LGOAAC arts. 87-B and 87-P |
| Crowdfunding or e-money wallet | Authorized ITFs | CNBV authorization after Interinstitutional Committee agreement | LRITF art. 11 |
Ways to raise money in Mexico and the gate for each, verified 26 October 2026 against the official texts cited on this page.
| Lender or instrument | Rate |
|---|---|
| Federal Government or Banxico securities placed in Mexico, foreign beneficial owner | Exempt |
| Debt placed among the general investing public; loans and instruments owed by Mexican banks and SOFOMs in the financial system | 4.9 percent |
| Foreign banks and foreign government financing entities, as beneficial owners | 10 percent |
| Reinsurers | 15 percent |
| Paid by Mexican banks to other foreign residents; supplier credit for machinery and equipment and loans financing it | 21 percent |
| Other interest, and 10 or 4.9 percent cases where beneficial owners holding over 10 percent of the debtor receive over 5 percent of the interest | Top rate of the LISR art. 152 individual tariff |
Mexican withholding on interest paid to foreign residents, domestic rates before treaty relief (LISR art. 166).
Worked example
- A foreign parent sets up a Mexican lending subsidiary as an S.A. de C.V. and capitalizes it with MXN 185,026,000 (about USD 10,000,000). It can lend to Mexican companies at once, since lending needs no license (LGOAAC art. 87-B).
- To fund growth it borrows USD 5,000,000 (MXN 92,513,000) from a foreign bank at 8 percent. Annual interest is USD 400,000 (MXN 7,401,040), and the subsidiary withholds 10 percent, USD 40,000 (MXN 740,104), unless a treaty gives a lower rate (LISR art. 166). If the lender were its own parent holding over 10 percent of the shares, the 10 percent rate would not apply.
- It must not take savings from the public to fund itself: that is reserved to banks and authorized entities and carries 7 to 15 years in prison (LIC arts. 103 and 111). It can instead place notes privately with qualified investors without RNV registration (LMV art. 8).
- Later it issues a five year bond of MXN 5,000,000,000 (about USD 270,232,000) on a Mexican exchange. It pays the MXN 32,528 study fee and MXN 3,500,000 (0.7 per thousand, about USD 189,163) to register the bonds (LFD arts. 29-A and 29-B), and foreign holders bear 4.9 percent withholding on the coupons (LISR art. 166, section II).
Step by step
- 1. Decide how you will raise money: equity or debt from a few investors (private placement under LMV art. 8, no registration), from qualified investors on an exchange (simplified registration, LMV art. 70 Bis) or from the public (full RNV registration and CNBV authorization, LMV art. 7).
- 2. If you will bring in private equity or venture investors, organize the Mexican company as an S.A.P.I. so that vetoes, preferred shares, transfer restrictions and deadlock clauses are enforceable bylaw terms (LMV art. 13).
- 3. For a public offering, budget the CNBV fees for 2026 (MXN 32,528 study fee and 0.7 per thousand registration fee capped at MXN 5,177,036), plus underwriting, legal, audit, exchange and annual supervision fees, and plan for CNBV review time.
- 4. If you plan to lend, decide whether to operate as a plain lender or a SOFOM. For a SOFOM, E.N.R., apply to the CNBV for the anti money laundering technical opinion first, then register with CONDUSEF and change the company name (LGOAAC arts. 87-B and 87-P).
- 5. Never fund the business with deposits or repayable funds from the public unless you hold a bank or other authorization or issue RNV registered securities (LIC art. 103). For payments or crowdfunding products, apply for an ITF authorization before launch (LRITF art. 11).
- 6. For foreign loans, classify the lender under LISR art. 166 before signing, collect proof of tax residence and beneficial ownership for treaty relief, and agree the gross up clause; withhold and pay the tax to SAT by the 17th of the following month.
- 7. Write an express default interest rate into commercial contracts and promissory notes; otherwise the legal 6 percent applies (Código de Comercio art. 362).
- 8. Recheck this page and the official texts before large transactions; the verified date is shown at the top.
Common traps
- Marketing a private round too widely. The share exemption is for fewer than 100 offerees, counted across all classes and series, and any offer to the general public through media is a public offering that needs RNV registration (LMV arts. 7 and 8).
- Selling abroad and then marketing in Mexico. An offering abroad by a Mexican issuer must be notified to the CNBV and its documents must state that the securities cannot be offered publicly in Mexico (LMV art. 7).
- Creeping over 30 percent. Successive purchases, on or off exchange, and convertibles, options and physically settled derivatives all count toward the mandatory tender offer threshold (LMV art. 98).
- Treating a lending company's funding as harmless. Raising repayable funds from the public through loans or notes not registered in the RNV is a crime with 7 to 15 years in prison, and holding yourself out as a financial entity without authorization carries 1 to 6 years (LIC arts. 103, 111 and 111 bis).
- Calling yourself a SOFOM before registering. Only an S.A. with a current CONDUSEF registration is legally a SOFOM, and an unregulated SOFOM needs the CNBV anti money laundering opinion first (LGOAAC arts. 87-B and 87-P).
- Assuming intercompany loans get the 10 percent bank rate. The 10 and 4.9 percent rates do not apply when beneficial owners that hold more than 10 percent of the borrower's voting shares, or companies more than 20 percent owned by the borrower, receive more than 5 percent of the interest; the top individual rate applies instead (LISR art. 166).
- Relying on the legal rate. Without an agreed default rate, commercial debts bear only 6 percent a year, and overdue interest does not compound unless the parties capitalize it (Código de Comercio arts. 362 and 363).
Sources
- Ley del Mercado de Valores, consolidated text, Chamber of Deputies (PDF)
- Ley de Instituciones de Crédito, consolidated text, Chamber of Deputies (PDF)
- Ley General de Organizaciones y Actividades Auxiliares del Crédito, consolidated text, Chamber of Deputies (PDF)
- Ley para Regular las Instituciones de Tecnología Financiera, consolidated text, Chamber of Deputies (PDF)
- Ley del Impuesto sobre la Renta, consolidated text, Chamber of Deputies (PDF)
- Código de Comercio, consolidated text, Chamber of Deputies (PDF)
- Ley General de Títulos y Operaciones de Crédito, consolidated text, Chamber of Deputies (PDF)
- Ley Federal de Derechos, consolidated text, Chamber of Deputies (PDF)
- Anexo 4 de la Resolución Miscelánea Fiscal para 2026, DOF 28 December 2025, SAT (2026 fee amounts)
- US Federal Reserve H.10 Mexican peso to US dollar rate, FRED series DEXMXUS
- Argentina Ley 27.334 approving the Argentina and Mexico double tax agreement, InfoLEG
Related pages
- fx/overview
- taxes/overview
- investing/overview
- entities/choosing-an-entity
- macro/overview
- start/start-here
- /country/mexico/
- /calendar/
- /dashboard/
- https://theargentinethread.com/guide/
Related: Mexico country profile · live dashboard · central bank and release calendar · our posts on X
