Countries › Mexico › Guide › 10. Capital markets and finance › Tender 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

Tender 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

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

Anyone who intends to reach 30 percent or more of the ordinary shares of a listed Mexican company must do so through a tender offer open to every series at the same price, for 100 percent of the capital if control is sought. All tender offers stay open at least 20 business days with pro rata allocation, the target board must publish its opinion on the price within 10 business days, and paying a premium to selected holders is a crime. Crossing 10 percent (and staying below 30) must be disclosed the next business day, related persons report each 5 percent change, and 10 percent holders, directors and officers report their trades to the CNBV.

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

Mandatory tender offer threshold	30 %LMV art. 98, as of 2026-10-26 · in force
Minimum tender offer period	20 business daysLMV art. 97, I, as of 2026-10-26 · in force
Deadline for target board opinion	10 business days after launchLMV art. 101, as of 2026-10-26 · in force
First public stake disclosure threshold	10 %LMV art. 109, as of 2026-10-26 · in force
Deadline for stake disclosure	Next business day LMV arts. 109 and 110, as of 2026-10-26 · in force
Prior approval to acquire bank shares	More than 5 % of paid ordinary capitalLIC art. 17, as of 2026-10-26 · in force

The rule

1. Voluntary tender offers. Every public tender offer must stay open at least 20 business days, be allocated pro rata regardless of when holders accept, and may be amended before it closes only if the change is more favorable to holders or the offer document allows it; a relevant change extends the offer by at least five business days and lets holders withdraw without penalty. From the decision to launch until the offer ends, the bidder and its group may not trade the target securities outside the offer.
Cost to do it: The cost is the offer consideration plus the bidder's advisers; no CNBV duty is set for the offer in the LMV.
Example: A bid for 15 percent of a listed company launched on a Monday must stay open for at least 20 business days, about four calendar weeks without holidays. / Not applicable.Ley del Mercado de Valores (LMV), DOF 30 December 2005, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Art. 97, 2005-12-30 official text · verified 2026-10-26

2. Mandatory tender offer at 30 percent. A person or group that intends to acquire or reach, directly or indirectly, by one or several simultaneous or successive transactions, 30 percent or more of the ordinary shares of a listed company must do so by tender offer: extended to all series including limited or non voting shares, at the same price for every class, and for the higher of the intended percentage or 10 percent of the capital if the bidder will stay below control, or for 100 percent if it seeks control. Convertibles, warrants and physically settled derivatives over the shares count toward the threshold. The CNBV may authorize a lower percentage than 100 percent with board approval after the corporate practices committee's favorable opinion.
Cost to do it: The consideration for up to 100 percent of the capital when control is sought.
Example: To take control of a company with 100,000,000 shares trading at MXN 40, the bidder must offer for all 100,000,000 shares, up to MXN 4,000,000,000 at that price. / MXN 4,000,000,000 is about USD 214,318,628.Ley del Mercado de Valores (LMV), DOF 30 December 2005, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Arts. 98 and 99, 2005-12-30 official text · verified 2026-10-26

3. No control premium for selected holders; board opinion. In a mandatory offer the bidder may not pay any premium or overprice to persons related to the target; payments under non compete or similar agreements are allowed only if approved by the target board after hearing the corporate practices committee and disclosed beforehand. Paying or receiving such a premium carries two to six years in prison. The target, its subsidiaries, directors and officers must not obstruct the offer, and the board must publish its opinion on the price and any director conflicts within 10 business days after the offer starts, together with how each director and the CEO will treat their own shares.
Cost to do it: The target pays for any independent expert opinion it chooses to attach.
Example: If a controlling family is offered MXN 45 per share while minorities get MXN 40, the extra MXN 5 per share is an unlawful premium unless it is consideration for an approved and disclosed non compete. / MXN 5 is about USD 0.27 per share.Ley del Mercado de Valores (LMV), DOF 30 December 2005, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Arts. 100, 101 and 379, 2005-12-30 official text · verified 2026-10-26

4. Stake disclosure. Anyone who reaches, by one or more transactions, 10 percent or more but less than 30 percent of the ordinary shares of a listed company must inform the public through the exchange no later than the next business day and state whether it intends to acquire significant influence. Related persons who increase or decrease their stake by 5 percent must do the same. Holders of 10 percent or more, board members and relevant officers must report their purchases and sales to the CNBV within the periods the CNBV sets. Convertibles, warrants and physically settled derivatives count toward the percentages.
Cost to do it: No fee; reports are filed through the exchange.
Example: A fund that buys its way from 8 percent to 10.2 percent of a listed company on a Tuesday must disclose by Wednesday and say whether it seeks significant influence. / Not applicable.Ley del Mercado de Valores (LMV), DOF 30 December 2005, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Arts. 109 to 112, 2005-12-30 official text · verified 2026-10-26

5. Banks: prior approval at 5 and 20 percent. Acquiring more than 5 percent of the paid ordinary capital of a Mexican commercial bank, or pledging shares representing that percentage, needs prior CNBV authorization after hearing Banxico; acquiring 20 percent or more or control needs prior CNBV authorization with Banxico's favorable opinion. This applies on top of the securities law thresholds if the bank is listed.
Cost to do it: No LFD duty is listed for this authorization in the 2026 Annex 4; legal costs are market priced.
Example: A foreign investor buying 6 percent of a listed Mexican bank must obtain CNBV authorization before closing, even though the securities law disclosure only starts at 10 percent. / Not applicable.Ley de Instituciones de Crédito (LIC), DOF 18 July 1990, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text), Art. 17, 1990-07-18 official text · verified 2026-10-26

Threshold	Who	Obligation	Rule
Each trade	Holders of 10 percent or more, directors, relevant officers	Report trades to the CNBV	LMV art. 111
5 percent change	Related persons	Public notice next business day and intent statement	LMV art. 110
10 percent to below 30 percent	Any person or group	Public notice next business day and intent statement	LMV art. 109
30 percent or more	Any person or group	Mandatory tender offer, 100 percent if seeking control	LMV art. 98
More than 5 percent of a bank	Any person	Prior CNBV authorization	LIC art. 17
20 percent or control of a bank	Any person or group	Prior CNBV authorization with Banxico favorable opinion	LIC art. 17

Ownership thresholds in Mexican listed companies, verified 26 October 2026 against the LMV and LIC.

Worked example

A strategic buyer owns 9 percent of a listed Mexican company with 100,000,000 shares trading at MXN 40 (about USD 2.14).
It buys another 2 percent on the market: at 11 percent it must disclose the next business day and say whether it seeks significant influence (LMV art. 109).
To go to 51 percent it must launch a tender offer for 100 percent of the capital, all series, same price, open at least 20 business days (LMV arts. 97 and 98). At MXN 40 the offer for the 89 percent it does not own is worth MXN 3,560,000,000, about USD 190,743,578.
The target board must publish its opinion on the price within 10 business days (LMV art. 101). Any side payment to the founders that is not an approved and disclosed non compete would be a crime (LMV arts. 100 and 379).

Step by step

1. Map current holdings including convertibles, warrants and physically settled derivatives, since they count toward every threshold (LMV arts. 98 and 112).
2. Plan disclosures: next business day notice at 10 percent and for related persons at each 5 percent change (LMV arts. 109 and 110).
3. If the plan reaches 30 percent, structure it as a tender offer from the start and decide between a partial offer below control or 100 percent for control (LMV art. 98).
4. Stop trading outside the offer once the decision to bid is taken (LMV art. 97).
5. For banks and other financial entities, file the prior authorization requests before signing (LIC art. 17).

Common traps

Creeping control by small steps still triggers the 30 percent rule: successive transactions are added together (LMV art. 98).
Derivatives settled in kind count toward the thresholds (LMV art. 112).
Side deals with founders can be a crime: two to six years in prison for paying or receiving a premium in a mandatory offer (LMV art. 379).
Defensive moves by the target board during an offer are prohibited when they harm the company (LMV art. 101).

Sources

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