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Merger control in Mexico: when a deal needs National Antimonopoly Commission clearance, the 30 business day review and gun jumping fines

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

Mexico has a mandatory, suspensory merger filing regime: a concentration above any of three thresholds set in UMA must be cleared by the National Antimonopoly Commission (CNA) before closing, wherever the deal is signed. The Commission has 30 business days from a complete filing to decide, extendable by 20 business days in exceptionally complex cases, and silence counts as no objection; a fast track exists for deals that clearly raise no competition issue. Closing early voids the deal in Mexico, blocks its registration and carries fines from 50,000 UMA up to 8 percent of income, so the filing belongs in the conditions precedent of any sizeable acquisition or joint venture.

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. Peso amounts set in UMA use the 2026 daily UMA of MXN 117.31, in force since 1 February 2026 (INEGI publication in the DOF of 9 January 2026, as cited in IMSS Technical Council agreement ACDO.AS2.HCT.270126/9.P.DIR). Conversions are for orientation only.

Key facts

Merger filing threshold, accumulation of assets or capital in Mexico (7.4 million UMA, 2026)	868094000 MXNLFCE art. 86, section III, as of 2026-10-26 · in force
Merger filing threshold, accumulation of assets or capital in Mexico	7400000 UMALFCE art. 86, section III, as of 2026-10-26 · in force
Merger filing threshold, Mexican sales or assets of two or more parties	40000000 UMALFCE art. 86, section III, as of 2026-10-26 · in force
Board term to decide a fast track merger notice after admission	15 business daysLFCE art. 92, as of 2026-10-26 · in force
Maximum extension of the merger review term in exceptionally complex cases	20 business daysLFCE art. 90, section VI, as of 2026-10-26 · in force
Validity of a merger clearance (extendable once)	6 monthsLFCE art. 90, last paragraphs, as of 2026-10-26 · in force
Minimum fine for closing a reportable deal without clearance	50000 UMALFCE art. 127, section VIII, as of 2026-10-26 · in force
Limitation period for sanctioning an unauthorized concentration	10 yearsLFCE art. 137, as of 2026-10-26 · in force

The rule

1. What counts as a concentration and who reviews it. A concentration is any merger, acquisition of control or act that unites companies, associations, shares, partnership interests, trusts or assets in general, between competitors, suppliers, customers or any other economic agents. The Commission will not authorize, and may investigate and sanction, concentrations whose object or effect is to reduce, harm or prevent competition. Since the reform of DOF 16 July 2025 the authority is the National Antimonopoly Commission (Comisión Nacional Antimonopolio, CNA), a decentralized body sectorized to the Ministry of Economy with technical and operating independence, which replaced COFECE and absorbed the antitrust role of the telecom regulator once its five member board was in place. The CNA issued its Organic Statute by Agreement CNA-027-2025, published in the DOF on 19 November 2025, which abrogated the COFECE statute of 2014.
Cost to do it: No filing fee appears in the LFCE. The cost is antitrust counsel and economic analysis to prepare the art. 89 filing and, for complex deals, market definition work.
Example: A joint venture in which two Mexican logistics groups contribute warehouses to a new company is a concentration even though no shares change hands, because assets are united in a new agent. / The same applies when a US parent and a Mexican partner pool assets worth more than about USD 46.51 million into a Mexican vehicle and the section III party test is also met.Ley Federal de Competencia Económica (LFCE), DOF 23 May 2014, reformed by decree DOF 16 July 2025, last reform DOF 14 November 2025; Estatuto Orgánico de la Comisión Nacional Antimonopolio, DOF 19 November 2025, LFCE arts. 10 and 61; transitory articles First to Third and Sixth of the decree of DOF 16 July 2025, 2025-07-16 official text · verified 2026-10-26 · changed: Decree DOF 16 July 2025 replaced COFECE and the antitrust role of the IFT with the CNA; the CNA Organic Statute was published in the DOF on 19 November 2025.

2. Thresholds. Clearance is required before closing when (I) the act or series of acts, wherever signed, is worth in Mexico, directly or indirectly, more than 16 million times the daily UMA; (II) it implies accumulating 30 percent or more of the assets or shares of an economic agent whose annual sales originating in Mexico or assets in Mexico exceed 16 million UMA; or (III) it implies accumulating in Mexico assets or capital above 7.4 million UMA and two or more economic agents whose annual sales originating in Mexico or assets in Mexico, jointly or separately, exceed 40 million UMA take part. Deals below the thresholds may be notified voluntarily.
Cost to do it: Thresholds move every February with the UMA. In 2026: 16 million UMA is MXN 1,876,960,000 (about USD 100.57 million); 7.4 million UMA is MXN 868,094,000 (about USD 46.51 million); 40 million UMA is MXN 4,692,400,000 (about USD 251.42 million).
Example: A buyer acquiring 35 percent of a Mexican company with Mexican sales of MXN 2,000,000,000 meets section II, because the target exceeds MXN 1,876,960,000, even if the price paid is far lower. / Section III catches mid size deals: a USD 50 million acquisition (above the USD 46.51 million accumulation test) by a group whose Mexican sales exceed about USD 251.42 million must be filed.Ley Federal de Competencia Económica, art. 86 as reformed by decree DOF 16 July 2025, Art. 86, sections I to III and last paragraph, 2025-07-16 official text · verified 2026-10-26

3. When the filing must be made and what happens if it is not. Authorization must be obtained before the legal act is perfected or its condition precedent is met; before control, assets, trust interests, partnership interests or shares are acquired or exercised; before a merger agreement is signed; or, in a series of acts, before the last act that crosses the threshold. Concentrations arising from acts abroad must be notified before they take legal or material effect in Mexico. Acts that breach art. 86 produce no legal effects; they cannot be recorded in corporate books, formalized before a notary or registered in the Public Registry of Commerce until clearance or until the 30 day term has passed without a resolution. All LFCE terms set in days are business days; terms in months or years run from date to date. The parties directly involved must notify, appoint a common representative and refrain from exchanging information that could itself be sanctioned.
Cost to do it: Timing cost: build at least 30 business days (about six weeks) of review after a complete filing into the signing to closing period, plus the time to prepare the filing.
Example: A Mexican subsidiary cannot register the transfer of shares in its share registry, and a notary cannot formalize it, until the CNA clears the deal or the term lapses. / On a foreign to foreign deal, the Mexican leg (for example the transfer of a Mexican subsidiary) must wait for clearance even if the global closing happens first; carve out structures are common.Ley Federal de Competencia Económica, Arts. 86, second and third paragraphs, 87 and 88, 2014-05-23 official text · verified 2026-10-26

4. Filing contents and review timetable. The notice must include the parties, the deal description and draft documents (including any non compete clause and its reasons), the rationale, bylaws, prior year financial statements, the direct and indirect shareholding before and after the deal, cross holdings in competitors, market shares, plant locations and the main products and competitors in Mexico. All terms are business days. The Commission has 10 days to flag missing items and the parties 10 days to cure them; it may request additional information within 15 days of receipt, answerable within the same term. It must resolve within 30 days of receipt of the notice or of the additional information; if it does not, it is deemed to have no objection. If it sees competition risks it must tell the parties at least 10 days before the case is listed, so they can offer conditions. In exceptionally complex cases the terms for information requests and for the decision may be extended by up to 20 days. A favorable resolution is valid for six months, extendable once for justified causes.
Cost to do it: Prepare certified or notarized powers of attorney for the filing (art. 89, last paragraph); budget counsel time for up to two rounds of information requests.
Example: Filed with no deficiency notice and no information request, the 30 business day term runs from the filing date; if an information request is answered later, the 30 business days run again from the date of the answer. / Clearance is valid for six months: a cross border deal with a long regulatory tail elsewhere may need to request the single extension before closing.Ley Federal de Competencia Económica, art. 90, section V reformed DOF 16 July 2025, Arts. 89 and 90, 2025-07-16 official text · verified 2026-10-26

5. Fast track for deals that clearly raise no concern. The parties may ask, when notifying, for a simplified procedure if the buyer does not participate in markets related to the target's market and is not an actual or potential competitor, and also (I) the buyer enters the relevant market for the first time, simply replacing the seller; (II) the buyer, without control, increases its stake without gaining more power to influence management; or (III) a controlling shareholder increases its stake. The Commission must admit or reject the request within 5 business days, and the board must decide within 15 business days of admission; silence means no objection. Exempt from filing: intra group restructurings with no third party; increases by a shareholder that has controlled the company since incorporation or whose control was already authorized; administration and guarantee trusts (but enforcement of a guarantee trust must be notified if a threshold is met); certain investment fund acquisitions; and purchases of listed securities below 10 percent without board or control rights.
Cost to do it: The fast track still requires the full art. 89 information, so preparation cost is similar; the saving is time.
Example: A Japanese parts maker with no Mexican presence buying a Mexican plant from a seller exiting the market can request the fast track, with a decision due within 15 business days of admission. / A private equity fund that buys 9 percent of a listed Mexican issuer, with no board seat or veto rights, does not file; at 10 percent or with a board seat it must test the thresholds.Ley Federal de Competencia Económica, arts. 92 and 93 (sections IV and VII repealed by decree DOF 16 July 2025), Arts. 92 and 93, 2025-07-16 official text · verified 2026-10-26 · changed: Decree DOF 16 July 2025 repealed sections IV and VII of art. 93, narrowing the list of exempt transactions.

6. Fines for closing without clearance. Closing a reportable deal without prior authorization is fined from 50,000 times the daily UMA up to 8 percent of the economic agent's income, rising to 200,000 UMA and up to 15 percent of income if the Commission had already objected to the deal, without prejudice to an order to divest, end control or suppress the acts. Breaching the conditions of a clearance is fined up to 12 percent of income, and notaries who formalize an unauthorized deal face up to 200,000 UMA. Where the agent declares no taxable income or the Commission lacks the information through the agent's fault, the gun jumping fine is set at up to 1.4 million UMA instead. The Commission's power to sanction an unauthorized concentration lapses ten years after it was carried out.
Cost to do it: Gun jumping floor: 50,000 UMA (MXN 5,865,500, about USD 314,271); floor after an objection: 200,000 UMA (MXN 23,462,000, about USD 1.26 million); cap where income is unknown: 1,400,000 UMA (MXN 164,234,000, about USD 8.80 million).
Example: A group with Mexican income of MXN 3,000,000,000 that closes without clearance risks MXN 5,865,500 up to MXN 240,000,000 (8 percent). / About USD 314,271 up to USD 12.86 million on income of about USD 160.74 million.Ley Federal de Competencia Económica, arts. 127, 128 and 137 as reformed by decree DOF 16 July 2025, Art. 127, sections VIII, IX and XIII; art. 128, section III; art. 137, 2025-07-16 official text · verified 2026-10-26 · changed: Decree DOF 16 July 2025 set the gun jumping fine at 50,000 UMA up to 8 percent of income (200,000 UMA up to 15 percent after an objection) and made the limitation period ten years.

Test	Rule	UMA	MXN 2026	About USD
I. Deal value	Act or series of acts worth in Mexico, directly or indirectly, more than	16,000,000	MXN 1,876,960,000	USD 100.57 million
II. Target size	Accumulating 30 percent or more of assets or shares of an agent with Mexican sales or assets above	16,000,000	MXN 1,876,960,000	USD 100.57 million
III. Accumulation plus parties	Accumulating in Mexico assets or capital above	7,400,000	MXN 868,094,000	USD 46.51 million
III. (and) Parties	Two or more parties with Mexican sales or assets, jointly or separately, above	40,000,000	MXN 4,692,400,000	USD 251.42 million

Mexican merger filing thresholds in 2026 (UMA MXN 117.31; USD at MXN 18.6638)

Step	Term (business days, LFCE art. 114)	Effect of silence
Deficiency notice by the Commission	10 days from filing	Filing deemed complete on the filing date
Parties cure deficiencies	10 days, extendable on request	Notice deemed not filed
Request for additional information	Within 15 days of receipt; answer within the same term	Procedure continues
Decision	30 days from receipt or from the additional information	No objection
Extension in exceptionally complex cases	Up to 20 more days
Fast track admission and decision	5 days to admit, 15 days to decide	No objection

Merger review timetable under LFCE arts. 90 and 92

Worked example

A Canadian packaging group buys a Mexican competitor for USD 80 million (about MXN 1,493,104,000). The price is below test I (MXN 1,876,960,000), but the buyer's Mexican sales alone exceed MXN 4,692,400,000, the target's sales are also significant and the deal accumulates assets above MXN 868,094,000, so test III applies and the deal must be filed (LFCE art. 86, section III).
Because the parties are competitors, the fast track of art. 92 is not available. After a complete filing and one information request, the Commission has 30 business days from the answer to decide (about six weeks), or 50 business days if it extends the term in a complex case. Closing before then exposes the buyer to a fine starting at 50,000 UMA, about USD 314,000, and the share transfer cannot be registered.

Step by step

1. At term sheet stage, collect Mexican sales and Mexican assets of buyer group, target and any other party for the last fiscal year and test all three art. 86 thresholds with the current UMA (it changes every February).
2. Check the art. 93 exemptions (intra group restructuring, increases by an existing controller, guarantee trusts, listed shares below 10 percent without control rights) and whether the art. 92 fast track is available.
3. Make CNA clearance (or lapse of the 30 business day term) a condition precedent; for global deals, plan a hold separate or carve out for the Mexican leg.
4. Prepare the art. 89 filing: corporate documents, financial statements, shareholding charts before and after, market shares and competitor lists, and certified powers of attorney. Typical preparation: two to four weeks.
5. Stop competitively sensitive information exchanges between the parties until closing (art. 88).
6. After clearance, close within six months or request the single extension; comply with any conditions, since breaching them is fined up to 12 percent of income.

Common traps

Counting only the purchase price: test II looks at the size of the target and test III at the size of the parties, so small deals by large groups are often reportable (LFCE art. 86).
Assuming foreign signing avoids Mexico: thresholds count value in Mexico, directly or indirectly, and acts abroad must be cleared before they take effect in Mexico (LFCE arts. 86 and 87).
Splitting a deal into steps: the duty arises when the last act of a series crosses a threshold and the Commission reviews the whole series (LFCE arts. 87, section IV, and 90, section V).
Enforcing a guarantee trust over shares: creating the trust is exempt, but enforcement must be notified if a threshold is met (LFCE art. 93, section III).
Letting the clearance expire: it lasts six months, extendable only once (LFCE art. 90).
Relying on old COFECE guidance without checking: the CNA applies COFECE regulatory provisions and criteria only insofar as they do not contradict the 2025 decree, until it issues its own (transitory Tenth of the decree of DOF 16 July 2025).

Sources

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