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Neutral investment in Mexico: non voting shares and trust instruments that sit outside the foreign ownership caps

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

Neutral investment is capital in Mexican companies, through non voting or limited voting share series or through trust instruments, that is not counted when measuring the foreign share of a company. It is the only lawful way for foreign capital to take economic exposure beyond the LIE caps and into activities reserved to Mexicans, and it needs prior Ministry of Economy authorization, which is deemed granted if not decided within 35 business days. The 2026 duty is MXN 10,135 per authorization; neutral investment must still be registered in the RNIE, and breaches of the neutral investment rules are fined 100 to 300 UMA.

USD figures use MXN 18.5026 per US dollar, the Federal Reserve H.10 noon buying rate for 16 October 2026 (FRED series DEXMXUS), the latest official observation verified for this page. Conversions are for orientation only.

Key facts

Maximum time for the Ministry of Economy to authorize neutral shares or trusts (silence means approval)	35 business daysLIE arts. 19 and 20, as of 2026-10-26 · in force
Duty for neutral investment trusts or neutral share series (2026)	10135 MXNLFD art. 72, fraction III; RMF 2026 Annex 4, as of 2026-01-01 · in force
Fine for breaching neutral investment rules	100 to 300 UMALIE art. 38, fraction III, as of 2026-10-26 · in force
Neutral investment counted toward foreign ownership limits	No textLIE art. 18, as of 2026-10-26 · in force

The rule

1. What neutral investment is. Neutral investment is investment in Mexican companies or in trusts authorized under Title Five of the LIE, and it is not counted when determining the percentage of foreign investment in a company's capital. The reserved activities rule (art. 6) and the caps (art. 7) expressly carve out Title Five, so neutral investment can sit alongside foreign holdings at the cap.
Cost to do it: MXN 10,135 duty per authorization in 2026 (LFD art. 72, fraction III).
Example: A foreign fund can buy neutral shares in a Mexican domestic airline in addition to the 49 percent of voting capital its partner already holds. / Duty about USD 548.Ley de Inversión Extranjera (Foreign Investment Law, LIE), DOF 27 December 1993, last reform DOF 27 May 2024, Art. 18; arts. 6 and 7, last paragraphs, 1993-12-27 official text · verified 2026-10-26

2. Neutral share series. Investment in shares without voting rights or with limited corporate rights is neutral, provided the issuer obtains prior authorization from the Ministry of Economy and, where applicable, from the National Banking and Securities Commission (CNBV). Companies already formed or being formed, whatever their activity, need that authorization before issuing neutral series; the request identifies the company and its activity and attaches proof of payment of the duty. The Ministry has 35 business days from the day after filing to decide; silence means approval.
Cost to do it: MXN 10,135 duty (about USD 548), plus notary costs for the bylaw amendment creating the series.
Example: A Mexican fishing company amends its bylaws to create a series N of non voting shares and files the authorization request with the Ministry of Economy with the MXN 10,135 receipt. / About USD 548.Ley de Inversión Extranjera (Foreign Investment Law, LIE), DOF 27 December 1993, last reform DOF 27 May 2024; Reglamento de la Ley de Inversión Extranjera y del Registro Nacional de Inversiones Extranjeras (RLIE), DOF 8 September 1998, last reform DOF 17 August 2016, LIE art. 20 (reformed DOF 24 December 1996); RLIE art. 23, 1996-12-24 official text · verified 2026-10-26

3. Neutral trust instruments. The Ministry of Economy may authorize trustee institutions to issue neutral investment instruments that give holders only economic rights and, where applicable, limited corporate rights, with no vote at ordinary general shareholder meetings. Authorization is needed to create or amend any neutral investment trust and to transfer shares into it, whatever the company's activity; the trustee (or the settlor company for share transfers) files the request with the draft trust and the duty receipt. The Ministry has 35 business days to decide; silence means approval.
Cost to do it: MXN 10,135 duty (LFD art. 72, fraction III) plus the trustee's fees, set by contract.
Example: A listed Mexican company places shares in a neutral investment trust so that the trustee can issue neutral instruments to foreign investors with economic rights and no vote at ordinary meetings. / Duty about USD 548.Ley de Inversión Extranjera (Foreign Investment Law, LIE), DOF 27 December 1993, last reform DOF 27 May 2024; Reglamento de la Ley de Inversión Extranjera y del Registro Nacional de Inversiones Extranjeras (RLIE), DOF 8 September 1998, last reform DOF 17 August 2016, LIE art. 19 (second paragraph added DOF 24 December 1996); RLIE art. 22, 1996-12-24 official text · verified 2026-10-26

4. International development finance companies. The CNIE may resolve on neutral investment by international development finance companies, defined as foreign entities whose main purpose is to foster economic and social development of developing countries through temporary risk capital, preferential financing or technical support. They must first be recognized by the CNIE, filing a questionnaire, their constitutive documents and bylaws, and last year financial statements (or three year projections if newer), apostilled and translated; they need a favorable CNIE resolution, project by project, to invest in companies with reserved or regulated activities.
Cost to do it: LFD art. 72 duties apply to the CNIE resolutions involved (for example MXN 10,448 under fraction I where applicable).
Example: A multilateral development investor recognized by the CNIE takes a minority neutral stake in a Mexican private school group after obtaining a project specific resolution. / Not applicable.Ley de Inversión Extranjera (Foreign Investment Law, LIE), DOF 27 December 1993, last reform DOF 27 May 2024; Reglamento de la Ley de Inversión Extranjera y del Registro Nacional de Inversiones Extranjeras (RLIE), DOF 8 September 1998, last reform DOF 17 August 2016, LIE art. 22; RLIE arts. 24 and 25, 1998-09-08 official text · verified 2026-10-26

5. How the cap is computed with neutral shares. The foreign percentage of a company's capital is calculated on all shares or partnership interests that are not neutral investment, including shares placed in trust. Neutral holdings must not give control or a larger share through trusts, agreements or bylaw clauses, which the caps prohibit.
Cost to do it: No fee for the computation.
Example: With MXN 800,000,000 of voting capital and MXN 200,000,000 of neutral shares, a foreign group holding MXN 392,000,000 of voting shares (49 percent) and all neutral shares has 59.2 percent of total equity but 49 percent foreign participation for LIE purposes. / Voting capital about USD 43,237,167; neutral series about USD 10,809,292; foreign voting stake about USD 21,186,212.Reglamento de la Ley de Inversión Extranjera y del Registro Nacional de Inversiones Extranjeras (RLIE), DOF 8 September 1998, last reform DOF 17 August 2016; Ley de Inversión Extranjera (Foreign Investment Law, LIE), DOF 27 December 1993, last reform DOF 27 May 2024, RLIE art. 1, fraction V; LIE art. 7, last paragraph, 1998-09-08 official text · verified 2026-10-26

6. Registration and fines. Mexican companies in which neutral investment takes part, and neutral investment trusts, must register in the RNIE within 40 business days. Acts that contravene the neutral investment rules are fined 100 to 300 times the daily reference, read as the UMA since 2016.
Cost to do it: Fine of MXN 11,731 to MXN 35,193 at the 2026 UMA of MXN 117.31.
Example: A company that issues non voting shares to a foreign investor without the prior authorization risks a fine of up to MXN 35,193 and having the shares counted as ordinary foreign investment. / About USD 634 to USD 1,902.Ley de Inversión Extranjera (Foreign Investment Law, LIE), DOF 27 December 1993, last reform DOF 27 May 2024, Art. 32, fractions I, c) and III; art. 38, fraction III, 1998-01-23 official text · verified 2026-10-26

Route	Who authorizes	Deadline	2026 duty
Non voting or limited voting share series	Ministry of Economy (and CNBV where applicable)	35 business days, silence is approval	MXN 10,135
Trust issuing neutral instruments	Ministry of Economy	35 business days, silence is approval	MXN 10,135
International development finance company	CNIE recognition and project resolution	LIE art. 28, 45 business days	LFD art. 72 duty for the resolution

Neutral investment routes

Worked example

A Mexican coastal shipping company has MXN 800,000,000 of voting capital. Cabotage shipping is capped at 49 percent foreign ownership (LIE art. 7, III, v), and a foreign partner holds MXN 392,000,000 of voting shares.
To fund a fleet renewal the company creates a series of non voting shares worth MXN 200,000,000 (about USD 10,809,292), obtains Ministry of Economy authorization (LIE art. 20) after paying MXN 10,135 (about USD 548), and sells the series to the foreign partner.
The partner now owns 59.2 percent of total equity, but its LIE participation stays at 49 percent because neutral shares are excluded (RLIE art. 1, V).
The company updates its RNIE registration (LIE art. 32), and the shareholders agreement gives the partner no veto that would amount to control (LIE art. 7, last paragraph).

Step by step

1. Confirm that the activity is capped or reserved and that neutral investment fits the commercial goal.
2. Draft the bylaw amendment or trust with economic rights only and limited corporate rights.
3. Pay the LFD art. 72, III duty and file with the Ministry of Economy; diarize 35 business days.
4. Formalize the bylaw amendment before a notary with the authorization attached (LIE art. 39).
5. Register or update the RNIE within 40 business days.

Common traps

Control rights. Vetoes or board seats that give control can turn neutral shares into a breach of the cap (LIE art. 7, last paragraph).
Authorization first. Neutral treatment depends on prior authorization (LIE art. 20); shares issued before it are ordinary foreign investment.
CNBV for listed or financial issuers. Some issuers also need CNBV authorization (LIE art. 20).
Registry. Neutral investment is registrable even if there is no other foreign shareholder (LIE art. 32, I, c).

Sources

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