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Public offerings and stock exchange listings in Mexico: RNV registration, prospectus, simplified issuers, CNBV fees, periodic reporting and delisting

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

A public offering of securities in Mexico requires registration in the National Securities Registry (RNV) kept by the CNBV and a prospectus, audited financial statements, an independent legal opinion and, for debt, a credit rating. Since the December 2023 reform, simplified issuers can register securities offered only to qualified investors with the exchange's favorable opinion and no CNBV document review. In 2026 the CNBV charges MXN 32,528 to study an application and 0.7 per thousand of equity to register shares, capped at MXN 5,177,036; delisting needs a 95 percent shareholder vote and a tender offer.

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

Registration required for a public offering	Yes, in the Registro Nacional de Valores kept by the CNBV LMV art. 7, as of 2026-10-26 · in force
Simplified listing track for qualified investor offerings	Yes, since DOF 28 December 2023, with exchange opinion and no CNBV document review LMV art. 70 Bis, as of 2026-10-26 · in force
CNBV study fee for registration and offering authorization (2026)	32528 MXNLFD art. 29-A, as of 2026-10-26 · in force
Share registration duty for an S.A.B.	0.7 per thousand of equityLFD art. 29-B, section I, a) 1, as of 2026-10-26 · in force
Cap on share registration duty for an S.A.B. (2026)	5177036 MXNLFD art. 29-B, section I, a) 1, as of 2026-10-26 · in force
Shareholder approval for voluntary delisting	95 % of share capitalLMV art. 108, section II, as of 2026-10-26 · in force
Minimum period of the delisting trust for non tendering holders	6 monthsLMV art. 108, section I, c), as of 2026-10-26 · in force
Bar on new public offerings after a forced cancellation	1 yearLMV art. 108, section I, as of 2026-10-26 · in force

The rule

1. What counts as a public offering, and the registration duty. A public offering is any offer, with or without a price, made in Mexico through mass media and to undetermined persons, to subscribe, acquire, sell or transfer securities; an offer of that kind aimed at certain classes of investors is also a public offering. Securities may be offered publicly in Mexico only if they are registered in the RNV. Only authorized intermediaries may intermediate registered securities, and foreign securities that can be listed on an exchange's international quotation system (SIC) may only be intermediated through that system.
Cost to do it: Registration itself is free of a separate filing fee beyond the LFD study and registration duties in the fee rule below. Advisers, auditors and underwriters charge market rates that the law does not fix.
Example: An S.A. de C.V. that advertises a share sale on social media to anyone interested is making a public offering and must register first; selling to a handful of named investors is not a public offering (see the private placements page). / No conversion needed; the test is how the offer is made, not its size.Ley del Mercado de Valores (LMV), DOF 30 December 2005, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Arts. 2, section XVIII, 7 and 9, 2005-12-30 official text · verified 2026-10-26

2. Documents for RNV registration. The issuer files its incorporation deed and amendments; a preliminary prospectus or supplement (replaced by the final one by the first day of the offering), plus a key investment information document; audited annual financial statements under accounting principles issued or recognized by the CNBV; an opinion from an independent outside lawyer; for debt and residual fiduciary securities, a credit rating from at least one rating agency; and information on any guarantor. Issuers of debt maturing in one year or less need no prospectus. The issuer and the placement agent may not publicly promote the offering until the preliminary prospectus has been filed with the CNBV and made public.
Cost to do it: Audit, legal opinion and rating fees are market priced. CNBV duties are listed in the fee rule.
Example: A company planning a MXN 1,000,000,000 bond needs audited statements, a legal opinion and at least one rating before the CNBV will register the issue. / MXN 1,000,000,000 is about USD 53,579,657.Ley del Mercado de Valores (LMV), DOF 30 December 2005, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Arts. 85 and 86, 2005-12-30 official text · verified 2026-10-26

3. Simplified registration for qualified investor offerings (reform of 28 December 2023). A company may obtain and keep a simplified RNV registration if it is a simplified issuer meeting CNBV characteristics, the issue and the cumulative amount per issuer stay within the maximum the CNBV sets in general rules, and the securities are offered only to institutional or qualified investors. The issuer and the exchange file jointly with the exchange's prior favorable opinion that listing requirements are met, and the CNBV does not review the filed documents. Insider trading rules apply to simplified issuers as well.
Cost to do it: No CNBV study fee applies to the simplified track because the CNBV does not review the file; registration duties under LFD art. 29-B still apply.
Example: A growth company that wants to raise MXN 300,000,000 from pension funds and other qualified investors can list through the simplified track rather than a full CNBV reviewed prospectus. / MXN 300,000,000 is about USD 16,073,897.Ley del Mercado de Valores (LMV), DOF 30 December 2005, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text); art. 70 Bis added by decree DOF 28 December 2023, Arts. 70 Bis and 362, 2023-12-28 official text · verified 2026-10-26 · changed: The simplified registration (art. 70 Bis) and the matching references to simplified issuers in the insider trading rules were added by the decree published in the DOF on 28 December 2023.

4. CNBV fees for registration in 2026. Studying a request for registration or its update and authorization of a public offering costs MXN 32,528. Registering shares of a sociedad anónima bursátil (S.A.B.) costs 0.7 per thousand of the issuer's stockholders' equity, capped at MXN 5,177,036; shares of an S.A.P.I.B. pay 0.35 per thousand, capped at MXN 2,588,518; shares of financial entities pay 0.7 per thousand with the same MXN 5,177,036 cap. Any RNV certification costs MXN 767.
Cost to do it: Study fee MXN 32,528 (USD 1,743); share registration 0.7 per thousand of equity up to MXN 5,177,036 (USD 277,384); S.A.P.I.B. up to MXN 2,588,518 (USD 138,692).
Example: An S.A.B. with stockholders' equity of MXN 2,000,000,000 pays MXN 1,400,000 to register its shares plus the MXN 32,528 study fee, MXN 1,432,528 in total. / About USD 76,754 in total CNBV duties on equity of about USD 107,159,314.Ley Federal de Derechos (LFD), last reform DOF 7 November 2025; 2026 amounts in Anexo 4 de la Resolución Miscelánea Fiscal para 2026, DOF 28 December 2025, LFD arts. 29, section X, 29-A, sections I and II, and 29-B, section I, paragraph a), 2025-12-28 official text · verified 2026-10-26

5. Continuous reporting once listed. Issuers with RNV securities must file with the CNBV and the exchange, for immediate release: continuous reports on corporate acts and shareholder and board resolutions; quarterly financial statements with management discussion; annual reports with audited statements and the report on the audit and corporate practices committees; reports on mergers, spin offs and acquisitions or sales of assets; relevant event reports; and reports on derivative positions, including underlyings, notional amounts and possible contingencies.
Cost to do it: No filing fee; the cost is the audit, investor relations and legal work the reporting cycle requires.
Example: A listed issuer with a calendar year files three quarterly reports and one annual report with audited statements each year, plus event reports as they arise. / Not applicable.Ley del Mercado de Valores (LMV), DOF 30 December 2005, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Art. 104, 2005-12-30 official text · verified 2026-10-26

6. Delisting. The CNBV may cancel a registration when the issuer commits serious or repeated breaches or stops meeting listing maintenance requirements; the issuer must then make a tender offer to minority holders within 180 calendar days at no less than the higher of the volume weighted average price of the last 30 trading days (within a six month window) and book value, and must place in trust for at least six months the funds to buy shares from holders who did not tender. A voluntary delisting needs an extraordinary shareholders' meeting resolution approved by holders of 95 percent of the share capital, followed by the same tender offer. A delisted issuer cannot offer securities to the public again for one year.
Cost to do it: The cost is the tender offer price paid to minority holders and the trust funding; no separate CNBV fee is set for cancellation.
Example: If an S.A.B. traded at a 30 day weighted average of MXN 50 per share and its last quarterly book value was MXN 62 per share, the delisting offer must be at least MXN 62. / MXN 62 is about USD 3.32 per share.Ley del Mercado de Valores (LMV), DOF 30 December 2005, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Art. 108, sections I and II, 2005-12-30 official text · verified 2026-10-26

Item	Duty	Cap	Rule
Study of registration and offering authorization	MXN 32,528	Not applicable	LFD art. 29-A, I and II
Shares of an S.A.B.	0.7 per thousand of equity	MXN 5,177,036	LFD art. 29-B, I a) 1
Shares of an S.A.P.I.B.	0.35 per thousand of equity	MXN 2,588,518	LFD art. 29-B, I a) 2
Shares of financial entities	0.7 per thousand of equity	MXN 5,177,036	LFD art. 29-B, I a) 3
RNV certification	MXN 767	Not applicable	LFD art. 29, X

2026 CNBV duties for registering securities, LFD amounts as updated by RMF 2026 Annex 4 (DOF 28 December 2025).

Worked example

A Mexican S.A.B. with stockholders' equity of MXN 2,000,000,000 (about USD 107,159,314) lists its shares in a full public offering.
CNBV duties: MXN 32,528 to study the file and MXN 1,400,000 (0.7 per thousand) to register the shares, MXN 1,432,528 in total, about USD 76,754 (LFD arts. 29-A and 29-B).
If its equity were MXN 10,000,000,000, 0.7 per thousand would be MXN 7,000,000, so the cap of MXN 5,177,036 (about USD 277,384) applies instead.
The same company, if it qualified as a simplified issuer and sold only to qualified investors, could register through the exchange without CNBV document review (LMV art. 70 Bis).

Step by step

1. Decide between a full public offering (LMV arts. 85 and 86) and the simplified track for qualified investors (LMV art. 70 Bis); if fewer than 100 offerees or only qualified investors are targeted without listing, a private placement may be enough.
2. Convert the company into an S.A.B. (or S.A.P.I.B.) and adopt the governance the LMV requires: board of up to 21 members with at least 25 percent independent, and independent audit and corporate practices committees (see the governance page).
3. Prepare audited annual financial statements, the independent legal opinion, the preliminary prospectus, the key information document and, for debt, at least one credit rating (LMV art. 85).
4. File with the CNBV and the chosen exchange and pay the MXN 32,528 study fee; do not market the offering until the preliminary prospectus has been filed and made public (LMV art. 85).
5. Pay the registration duty under LFD art. 29-B when the securities are registered and run the offering through an authorized placement agent (LMV art. 9).
6. From listing onwards, file continuous, quarterly, annual and relevant event reports (LMV art. 104).

Common traps

Marketing before filing. The issuer and the placement agent may not promote the offering until the preliminary prospectus has been filed with the CNBV and made public (LMV art. 85).
Unregistered public offering is a crime. Making a public offering of unregistered securities without CNBV authorization carries three to fifteen years in prison (LMV art. 374, section I).
Simplified issuers are still insiders. The insider trading prohibitions expressly cover simplified issuers since the 2023 reform (LMV arts. 362 to 364).
Delisting is expensive. Leaving the market needs a 95 percent vote and a tender offer at no less than the higher of market price and book value, plus a six month trust for holdouts (LMV art. 108).

Sources

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