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Private placements and offerings abroad by Mexican issuers: the four safe harbors, qualified investors, the CNBV notice and the criminal line

Last verified: 2026-10-26 · Status: Stable

Unregistered securities may be offered privately in Mexico by anyone if the offer goes only to institutional or qualified investors, to fewer than 100 people for shares, to employees under a general plan, or to members of entities that deal mainly with them. A Mexican company selling securities abroad must notify the CNBV and state in its offering document that the securities cannot be offered publicly in Mexico. Crossing the line is a crime: a private offer outside the safe harbors carries three to fifteen years in prison, so how the offer is marketed matters as much as who buys.

USD conversions use MXN 18.6638 per US dollar, the US Federal Reserve H.10 noon buying rate in New York for 23 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

Maximum offerees for a private share offering	Fewer than 100 personsLMV art. 8, section II, as of 2026-10-26 · in force
Number of statutory private placement safe harbors	4 LMV art. 8, as of 2026-10-26 · in force
Notice to the regulator for offerings abroad by local issuers	Yes, notice to the CNBV and a legend that the securities cannot be offered publicly in Mexico LMV art. 7, as of 2026-10-26 · in force
Prison for an unregistered public offering	3 to 15 yearsLMV art. 374, as of 2026-10-26 · in force

The rule

1. The four private placement safe harbors. A private offering in Mexico of securities not registered in the RNV may be made by any person if it (I) is made only to institutional or qualified investors; (II) offers shares or equivalents of a company to fewer than 100 people, regardless of the number of classes or series; (III) is made under plans applied generally to employees or groups of employees of the issuer or of companies it controls or that control it; or (IV) is made to shareholders or members of entities that carry out their business exclusively or mainly with them. The CNBV may authorize other private offerings, weighing the media used, the number and type of investors, distribution and terms.
Cost to do it: No CNBV fee or filing for an offering within the safe harbors. Legal documentation is market priced.
Example: A startup raising MXN 93,319,000 in a seed round from 35 angel investors and two funds uses the fewer than 100 offerees safe harbor for shares (LMV art. 8, section II). / MXN 93,319,000 is about USD 5,000,000.Ley del Mercado de Valores (LMV), DOF 30 December 2005, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Art. 8, 2005-12-30 official text · verified 2026-10-26

2. Who is a qualified investor, and what makes an offer public. A qualified investor is a person who habitually has the income, assets or qualitative characteristics that the CNBV sets in general rules, and the CNBV may define different types. A public offering is an offer made in Mexico through mass media and to undetermined persons, so a private placement must avoid mass media and open invitations even if the buyers would qualify.
Cost to do it: None.
Example: Emailing a term sheet to 20 identified family offices is consistent with a private offer; posting the same term sheet on a public website open to anyone is not. / Not applicable.Ley del Mercado de Valores (LMV), DOF 30 December 2005, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Art. 2, sections XVI and XVIII, 2005-12-30 official text · verified 2026-10-26

3. Offerings abroad by Mexican issuers. An offering abroad of securities issued in Mexico or by Mexican companies, directly or through trusts or similar vehicles, must be notified to the CNBV describing its main features, under CNBV general rules, and the offering document must expressly state that the securities may not be offered publicly in Mexico. The RNV keeps this information for statistical purposes only; it is not a registration.
Cost to do it: No LFD duty is set for the notice; the cost is the foreign offering itself (for example a Rule 144A or Regulation S bond).
Example: A Mexican S.A.B. issuing USD 500,000,000 of notes in New York notifies the CNBV and includes the legend that the notes cannot be offered publicly in Mexico. / USD 500,000,000 is about MXN 9,331,900,000.Ley del Mercado de Valores (LMV), DOF 30 December 2005, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Arts. 7 and 71, 2005-12-30 official text · verified 2026-10-26

4. Intermediaries and secondary trading. Intermediation of RNV registered securities is reserved to authorized intermediaries; intermediaries may intermediate unregistered securities only if they are shares; foreign securities eligible for an exchange's international quotation system may be intermediated only through that system; otherwise anyone may buy and sell securities unless the LMV says otherwise.
Cost to do it: Brokerage commissions are market priced.
Example: A Mexican broker dealer may place unregistered shares of a private company with its qualified clients, but not unregistered bonds. / Not applicable.Ley del Mercado de Valores (LMV), DOF 30 December 2005, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Art. 9, 2005-12-30 official text · verified 2026-10-26

5. Criminal exposure. Making a public offering of unregistered securities without CNBV authorization, or offering securities privately in breach of art. 8, carries three to fifteen years in prison. Carrying out securities intermediation with the public in Mexico without the required authorization carries five to fifteen years.
Cost to do it: Not a fee: these are the criminal penalties.
Example: A promoter who markets unregistered notes on social media to the general public falls under art. 374, section I, even if most buyers turn out to be wealthy. / Not applicable.Ley del Mercado de Valores (LMV), DOF 30 December 2005, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Arts. 373 and 374, 2005-12-30 official text · verified 2026-10-26

Safe harbor	Who may receive the offer	Limit	Rule
Qualified investors	Institutional or qualified investors only	No number limit	LMV art. 8, I
Small share offering	Any persons	Fewer than 100 offerees, all classes and series counted together; shares and equivalents only	LMV art. 8, II
Employee plans	Employees of the issuer or its group	Plan applied generally	LMV art. 8, III
Member entities	Shareholders or members of entities operating mainly with them	None stated	LMV art. 8, IV
Other	As the CNBV authorizes	Case by case	LMV art. 8, last paragraph

Private placement safe harbors in LMV art. 8, verified 26 October 2026.

Worked example

A Mexican fintech S.A.P.I. raises MXN 93,319,000 (about USD 5,000,000) in a Series A round.
It offers preferred shares to 60 identified investors by private meetings and data room access, inside the fewer than 100 offerees safe harbor (LMV art. 8, II). No RNV registration or CNBV fee applies.
A year later it offers convertible notes. The share safe harbor does not cover notes, so it limits the offer to institutional and qualified investors (LMV art. 8, I).
Later it sells USD 50,000,000 (about MXN 933,190,000) of notes to investors abroad: it notifies the CNBV and includes the legend that the notes cannot be offered publicly in Mexico (LMV art. 7).

Step by step

1. Pick the safe harbor first: qualified investors only, fewer than 100 offerees for shares, employee plan or member entity (LMV art. 8).
2. Keep a log of every offeree contacted, counting all classes and series together, if you rely on the fewer than 100 test.
3. Avoid mass media and open invitations; use private meetings, a restricted data room and named recipients (LMV art. 2, XVIII).
4. Obtain written investor representations on qualified status where you rely on that safe harbor, against the CNBV general rules definition (LMV art. 2, XVI).
5. For offerings abroad, file the CNBV notice and add the legend that the securities cannot be offered publicly in Mexico (LMV art. 7).

Common traps

Counting offerees, not buyers. The share safe harbor is for an offer to fewer than 100 people; investors who were pitched but did not invest still count (LMV art. 8, II).
The 100 person safe harbor covers only shares and equivalents. Debt instruments sold privately need the qualified investor or another safe harbor (LMV art. 8).
A public website or a social media campaign turns a private round into a public offering, which requires RNV registration (LMV arts. 2, XVIII, and 7).
A breach is criminal, not just administrative: three to fifteen years in prison (LMV art. 374, II).

Sources

← Public offerings and stock exchange listings in Mexico: RNV registration, prospectus, simplified issuers, CNBV fees, periodic reporting and delistingTender offers and stake disclosure in Mexican listed companies: the 30 percent mandatory bid, voluntary offers, board opinion, no control premium, and the 10, 5 and 30 percent reporting thresholds →