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Start here: the legal gateways every foreign investor crosses in Mexico

Last verified: 2026-10-25

Mexico lets foreign capital own any share of a Mexican company by default; only a short list of activities is reserved to the State or to Mexicans, capped, or subject to prior approval by the National Foreign Investment Commission (CNIE). The paperwork is front loaded: a company name authorized by the Ministry of Economy (SE), bylaws with the foreigners clause, registration in the National Foreign Investment Registry (RNIE) within 40 business days, and a beneficial owner file kept for the tax authority (SAT). Get these gateways right on day one and later steps such as capital increases, notarial acts and exits run without fines or delays.

USD figures use the US dollar exchange rate published in the Diario Oficial de la Federación (DOF) of MXN 18.3528 per US dollar, shown on the DOF indicators page for 14 October 2026, the most recent official figure verified for this page. Fines expressed in UMA use the daily UMA of MXN 117.31 in force from 1 February 2026. Conversions are for orientation only.

Key facts

Default foreign ownership allowed in Mexican companies	Any proportion, except as the LIE provides textLIE art. 4, as of 2026-10-25 · in force
Total asset threshold above which acquisitions of more than 49 percent need CNIE approval	28623925390.72 MXNLIE art. 9; CNIE General Resolution DOF 5 August 2025, as of 2025-08-06 · in force
Maximum time for the CNIE to resolve an application (silence means approval)	45 business daysLIE art. 28, as of 2026-10-25 · in force
Deadline to register foreign investment in the RNIE	40 business daysLIE art. 32, as of 2026-10-25 · in force
Fine for missing, late or wrong RNIE registrations, reports or notices	30 to 100 UMALIE art. 38, fraction IV, as of 2026-10-25 · in force
Maximum time for the Ministry of Economy to authorize a company name	2 business daysLIE art. 16 A, as of 2026-10-25 · in force
Government fee for company name authorization	0 MXNgob.mx procedure sheet SE66, as of 2025-06-12 · in force
Minimum shareholders for a sociedad anónima	2 shareholdersLGSM art. 89, fraction I, as of 2026-10-25 · in force
Minimum paid in at incorporation for each S.A. share payable in cash	20 %LGSM art. 89, fraction III, as of 2026-10-25 · in force
Maximum total annual revenue of a sociedad por acciones simplificada (natural person shareholders only)	7678849.94 MXNLGSM art. 260, amount updated DOF 26 December 2025, as of 2026-01-01 · in force
Maximum time for authorization of a foreign company to trade habitually (silence means approval)	15 business daysLIE art. 17 A, as of 2026-10-25 · in force
Voting rights over capital that make a natural person a beneficial owner for tax purposes	15 % (more than)CFF art. 32-B Quáter, fraction II, b), as of 2026-10-25 · in force
Deadline to update beneficial owner information after a change	15 calendar daysCFF art. 32-B Quinquies, as of 2026-10-25 · in force
Minimum fine per beneficial owner for not obtaining, keeping or filing beneficial owner information	1686750 MXNCFF art. 84-N, fraction I, as of 2025-12-28 · in force
Daily Unidad de Medida y Actualización (UMA), reference unit for fines	117.31 MXNValue published by INEGI 9 January 2026; CPEUM transitory art. 3 of decree DOF 27 January 2016, as of 2026-02-01 · in force
Mexico and Argentina double taxation treaty in force since	2017-08-23 datePromulgation decree DOF 18 August 2017, as of 2017-08-18 · in force

The rule

1. Open by default. Foreign investment may hold any proportion of the capital of Mexican companies, acquire fixed assets, enter new fields of activity, and open, expand or relocate establishments, except as the Foreign Investment Law provides. Indirect foreign investment made through Mexican controlled, Mexican majority companies does not count toward sector caps.
Cost to do it: No government fee or approval is needed to invest in an unrestricted activity; the cost is incorporating and registering the vehicle (see the rules below).
Example: A foreign parent may own 100 percent of a Mexican manufacturing company with capital of MXN 1,000,000 without any CNIE filing, as long as the activity is not listed in arts. 5 to 8 and the company's assets do not exceed the art. 9 threshold. / The same MXN 1,000,000 of capital is about USD 54,488.Ley de Inversión Extranjera (Foreign Investment Law, LIE), DOF 27 December 1993, last reform DOF 27 May 2024, Art. 4 (third paragraph added DOF 24 December 1996); art. 2, fraction II (definition of foreign investment), 1993-12-27 official text · verified 2026-10-25

2. The exceptions. Certain strategic functions are reserved to the State (for example exploration and extraction of oil and other hydrocarbons, planning and control of the national electricity system and public transmission and distribution of electricity, nuclear energy, radioactive minerals, mail, issuing banknotes and minting coins). Domestic land transport of passengers, tourism and cargo (excluding courier and parcel services) and development banks are reserved to Mexicans or Mexican companies with a foreigners exclusion clause. Foreign investment is capped at 10 percent in production cooperatives and at 49 percent in activities such as explosives and firearms, newspapers for national circulation, series T shares of companies owning farm, ranch or forest land, fishing (excluding aquaculture), integral port administration, inland and cabotage shipping companies, and fuel supply to vessels, aircraft and railway equipment.
Cost to do it: Not available at any price where the activity is reserved; in capped activities the Mexican partner must hold the balance of the capital.
Example: In a 49 percent capped activity, a foreign investor putting MXN 4,900,000 into a company with MXN 10,000,000 of capital is at the maximum; the remaining MXN 5,100,000 must be Mexican. / About USD 266,989 foreign and USD 277,887 Mexican of a USD 544,876 company.LIE, Arts. 5, 6 and 7, 1993-12-27 official text · verified 2026-10-25

3. Prior CNIE approval. A favorable resolution of the CNIE is required for foreign investment above 49 percent in a listed set of activities (including inland port services such as towing and mooring, shipping companies operating exclusively in deep sea traffic, public service aerodromes, private schools from preschool to higher education, legal services, and railways). Separately, any acquisition taking direct or indirect foreign participation above 49 percent of a Mexican company needs CNIE approval only when the company's total assets, at the time the application is filed, exceed the amount the CNIE sets each year. The CNIE must resolve within 45 business days; if it does not, the application is deemed approved as filed.
Cost to do it: Acting without a required CNIE resolution is fined 1,000 to 5,000 UMA (LIE art. 38, fraction I): MXN 117,310 to MXN 586,550 at the 2026 UMA.
Example: A foreign buyer acquiring 60 percent of a Mexican company with total assets of MXN 30,000,000,000 needs CNIE approval, because the assets exceed MXN 28,623,925,390.72. The same deal for a company with MXN 5,000,000,000 in assets needs none, unless the activity is listed in art. 8. / Threshold about USD 1.56 billion; fine range about USD 6,392 to USD 31,960.LIE; Resolución General por la que se determina el monto del valor total de los activos a que hace referencia el artículo 9o. de la LIE, DOF 5 August 2025, LIE arts. 8, 9 and 28; Resolution, sole article and first transitory, 2025-08-05 official text · verified 2026-10-25 · changed: The art. 9 asset threshold rose from MXN 26,978,252,017.64 (Sixth General Resolution, DOF 24 June 2024) to MXN 28,623,925,390.72, adjusted by Mexico's 2024 nominal GDP growth of 6.1 percent; published DOF 5 August 2025 and in force from the following day. It applies until the CNIE issues a new general resolution.

4. Company name and the foreigners clause. The Ministry of Economy authorizes the name under which a company will be incorporated, and must resolve within two business days. The bylaws must contain either the foreigners exclusion clause or the agreement provided for in art. 27, fraction I of the Constitution (by which foreign partners agree before the Ministry of Foreign Affairs to be considered nationals regarding that property and not to invoke their governments' protection over it, on pain of forfeiting it to the Nation). A company with the art. 27 agreement may own real estate, and in the restricted zone (100 km along borders and 50 km along beaches) may acquire property for non residential use, giving notice to the Ministry of Foreign Affairs within 60 business days.
Cost to do it: The name authorization is free and filed online with an e.firma electronic signature, according to the official procedure sheet on gob.mx.
Example: Name authorization: MXN 0, answer in at most 2 business days. / USD 0.LIE, LIE arts. 15 and 16 A (reformed DOF 15 December 2011); art. 2, fractions VI and VII; art. 10; Constitution art. 27, fraction I, 2011-12-15 official text · verified 2026-10-25

5. Choosing the vehicle. A sociedad anónima (S.A.) needs at least two shareholders, each subscribing at least one share; the bylaws set the minimum capital, which must be fully subscribed, with at least 20 percent of each cash share paid in and every share paid with non cash assets paid in full. The simplified stock company (S.A.S.) can have a single shareholder but may only be formed by natural persons, and its total annual revenue may not exceed MXN 7,678,849.94 (amount updated by DOF 26 December 2025); above that it must convert into another corporate form.
Cost to do it: The law sets no fixed minimum capital for an S.A.; the bylaws fix it. Notarial and registry fees vary by notary and state and are not set by federal law.
Example: An S.A. with MXN 1,000,000 of capital in cash shares needs at least MXN 200,000 paid in at incorporation. / About USD 10,898 paid in on USD 54,488 of capital; the S.A.S. revenue ceiling is about USD 418,402.Ley General de Sociedades Mercantiles (General Law of Commercial Companies, LGSM), DOF 4 August 1934, last reform DOF 20 October 2023, Arts. 1, 87 and 89; arts. 260 and 262, 1934-08-04 official text · verified 2026-10-25

6. Operating as a foreign company (branch). A foreign legal entity that intends to trade habitually in Mexico must first obtain Ministry of Economy authorization, granted when it proves it is validly formed under its home law, its bylaws do not breach Mexican public order, and it establishes itself or a branch in Mexico. A complete application must be resolved within 15 business days, failing which it is deemed approved. Only then can it register in the Public Registry of Commerce and trade, and it must publish an annual balance sheet certified by a public accountant in the SE electronic system.
Cost to do it: Trading habitually without the prior authorization is fined 500 to 1,000 UMA (LIE art. 38, fraction II): MXN 58,655 to MXN 117,310 at the 2026 UMA.
Example: Fine range MXN 58,655 to MXN 117,310. / About USD 3,196 to USD 6,392.LIE; LGSM, LIE arts. 17 and 17 A; LGSM art. 251, 1996-12-24 official text · verified 2026-10-25

7. Registering the foreign investment. Mexican companies with foreign investors (including through a trust), foreign individuals or entities that trade habitually in Mexico, and trusts that give rights to foreign investors must register in the RNIE within 40 business days from incorporation of the company or entry of the foreign investment. Notaries must ask for proof of RNIE registration (or of the pending application) in incorporations, amendments, mergers, spin offs, dissolutions and liquidations, and report any omission to the RNIE within 10 business days.
Cost to do it: Registration has no government fee according to the Ministry of Economy RNIE guide. Missing, late, incomplete or incorrect registrations, reports or notices are fined 30 to 100 UMA per infraction: MXN 3,519.30 to MXN 11,731 at the 2026 UMA.
Example: Late registration exposure: MXN 3,519.30 to MXN 11,731. / About USD 192 to USD 639.LIE, Arts. 32 and 34; art. 38, fraction IV, 1998-01-23 official text · verified 2026-10-25

8. Keeping the RNIE file current. Registered parties must renew their registration certificate every year by filing an economic and financial questionnaire. Under the regulation, the annual renewal is filed in April by those whose name begins with A to J and in May by those whose name begins with K to Z, with information for the prior fiscal year. Quarterly updates are filed within 10 business days after the close of each quarter, but only when the amounts involved exceed those the CNIE sets by general resolution. If a company stops having foreign investment it must request cancellation within 40 business days.
Cost to do it: Same fine range as other RNIE omissions: 30 to 100 UMA (LIE art. 38, fraction IV), MXN 3,519.30 to MXN 11,731.
Example: A company named Nopal Industrial, S.A. de C.V. files its annual renewal in May 2027 for fiscal year 2026. / Fine exposure per omission about USD 192 to USD 639.LIE; Reglamento de la LIE y del RNIE, DOF 8 September 1998, last reform DOF 17 August 2016 (Chamber of Deputies consolidated text), LIE art. 35; Regulation arts. 38, 40 and 43, 1998-09-08 official text · verified 2026-10-25

9. Tax registration of shareholders. Legal representatives, partners and shareholders of Mexican companies are in principle required to register with the federal taxpayer registry (RFC). Shareholders resident abroad are exempt, provided the Mexican company files with the tax authorities, within the first three months after each fiscal year end, a list of its foreign resident shareholders showing their address, tax residence and tax identification number.
Cost to do it: No fee; the list is a filing by the Mexican company.
Example: For a calendar year company, the list of foreign shareholders for fiscal year 2026 is due by 31 March 2027. / No fee in either currency.Código Fiscal de la Federación (Federal Tax Code, CFF), DOF 31 December 1981, last reform DOF 9 April 2026, Art. 27, section A, fraction III and closing paragraph of section A, 1981-12-31 official text · verified 2026-10-25

10. Beneficial owners. Companies, trustees and parties to other legal arrangements must obtain and keep, as part of their accounting, reliable, complete and updated information on their beneficial owners, and hand it to the SAT within 15 business days of a request (extendable by 10 days if a justified request is filed in time). A beneficial owner is any natural person who ultimately benefits from or controls the entity, including through holding voting rights over more than 15 percent of the capital. Changes in identity or holdings must be updated within 15 calendar days. Notaries involved in incorporation must also identify beneficial owners.
Cost to do it: No filing fee, but fines are per beneficial owner: MXN 1,686,750 to MXN 2,249,000 for not obtaining, keeping or filing the information; MXN 899,600 to MXN 1,124,500 for not keeping it updated; MXN 562,250 to MXN 899,600 for incomplete or inaccurate information (amounts as compiled DOF 28 December 2025).
Example: A company with three beneficial owners and no file at all faces at least MXN 5,060,250 (3 x MXN 1,686,750). / About USD 275,721 minimum; per owner about USD 91,907 to USD 122,543.CFF, articles added DOF 12 November 2021, Arts. 32-B Ter, 32-B Quáter and 32-B Quinquies; arts. 84-M and 84-N, 2021-11-12 official text · verified 2026-10-25

11. Argentina link, high level only. Mexico and Argentina have a treaty to avoid double taxation and prevent tax evasion on income and capital taxes, with its protocol, signed in Mexico City on 4 November 2015. The promulgation decree was published in the DOF on 18 August 2017 and the treaty entered into force on 23 August 2017. Groups that connect Mexican and Argentine operations should read the treaty together with the Argentine side of the rules in the Argentine guide.Decreto Promulgatorio del Acuerdo entre los Estados Unidos Mexicanos y la República Argentina para Evitar la Doble Imposición y Prevenir la Evasión Fiscal con respecto a los Impuestos sobre la Renta y sobre el Patrimonio y su Protocolo (DOF summary published by the Supreme Court), Whole instrument (promulgation and entry into force), 2017-08-18 official text · verified 2026-10-25

Regime	Examples	Article
Open, any percentage	All activities not listed below	Art. 4
Reserved to the State	Oil and hydrocarbon exploration and extraction; planning and control of the national electricity system and public transmission and distribution; nuclear energy; radioactive minerals; mail; banknotes and coins	Art. 5
Reserved to Mexicans or companies with foreigners exclusion clause	Domestic land transport of passengers, tourism and cargo (not courier or parcel); development banks	Art. 6
Cap of 10 percent	Production cooperatives	Art. 7, fraction I
Cap of 49 percent	Explosives and firearms; national newspapers; series T farmland shares; fishing (not aquaculture); integral port administration; inland and cabotage shipping; fuel supply to vessels, aircraft and rail	Art. 7, fraction III
Above 49 percent with CNIE approval	Inland port services; deep sea shipping; public aerodromes; private education; legal services; railways	Art. 8
Above 49 percent with CNIE approval, by size	Any Mexican company whose total assets exceed MXN 28,623,925,390.72 (about USD 1.56 billion)	Art. 9; DOF 5 August 2025

Where foreign capital can go in Mexico (LIE, last reform DOF 27 May 2024). Selected items; see the law for the full lists.

Infraction	UMA	MXN	Approx. USD	LIE art. 38
Acting without a required CNIE resolution	1,000 to 5,000	117,310 to 586,550	6,392 to 31,960	Fraction I
Foreign company trading habitually without SE authorization	500 to 1,000	58,655 to 117,310	3,196 to 6,392	Fraction II
Missing, late, incomplete or wrong RNIE registration, report or notice	30 to 100	3,519.30 to 11,731	192 to 639	Fraction IV

Fines under LIE art. 38 converted at the 2026 UMA of MXN 117.31 (the law says salarios; CPEUM transitory art. 3 of DOF 27 January 2016 reads such references as UMA). USD at MXN 18.3528 per USD.

Worked example

A foreign parent sets up a Mexican S.A. de C.V. to assemble equipment, an open activity under LIE art. 4. Because an S.A. needs two shareholders (LGSM art. 89), the parent subscribes 9,999 shares and an affiliate 1 share, for capital of MXN 1,000,000 (about USD 54,488 at MXN 18.3528).
Name: the founders request the name online; it is free and answered within 2 business days (LIE art. 16 A; gob.mx sheet SE66). The bylaws include the art. 27 fraction I agreement so the company can own its plant (LIE arts. 10 and 15).
Capital: at least 20 percent of each cash share, MXN 200,000 (about USD 10,898), is paid in at incorporation (LGSM art. 89, fraction III).
RNIE: the company registers within 40 business days of incorporation (LIE art. 32), at no government fee. Filing late exposes it to 30 to 100 UMA, MXN 3,519.30 to MXN 11,731 (about USD 192 to USD 639). As its name starts with a letter between A and J, its annual renewal is due in April each year (Regulation art. 43).
Screening: its assets are far below MXN 28,623,925,390.72, and assembly is not listed in LIE art. 8, so no CNIE approval is needed (LIE art. 9).
Tax: the company files, by 31 March of each following year, the list of its foreign resident shareholders so they need no RFC (CFF art. 27), and keeps a beneficial owner file on every natural person who controls it or holds votes over more than 15 percent of the capital through the chain (CFF arts. 32-B Ter and 32-B Quáter). Failing to keep that file for two owners would expose it to at least MXN 3,373,500 (about USD 183,814).

Step by step

1. Check the activity against LIE arts. 5 to 9 and the asset threshold of MXN 28,623,925,390.72. If CNIE approval is needed, file first and budget up to 45 business days (LIE art. 28).
2. Pick the vehicle: an S.A. (two shareholders minimum, LGSM art. 89) for a corporate parent; the S.A.S. is limited to natural persons and to revenue of MXN 7,678,849.94 (LGSM art. 260); a branch needs SE authorization within 15 business days (LIE arts. 17 and 17 A).
3. Request the company name from the Ministry of Economy online with an e.firma; it is free and resolved within 2 business days (LIE art. 16 A).
4. Sign the incorporation before a notary with bylaws that include the foreigners clause or the art. 27 fraction I agreement (LIE art. 15), and pay in at least 20 percent of cash shares (LGSM art. 89).
5. Gather beneficial owner data for every natural person in the chain at incorporation, since the notary must identify them (CFF art. 32-B Ter), and set up the internal file.
6. Register in the RNIE within 40 business days of incorporation or of the foreign investment entering (LIE art. 32).
7. Calendar recurring filings: list of foreign shareholders within three months after each fiscal year end (CFF art. 27); RNIE annual renewal in April (A to J) or May (K to Z) (Regulation art. 43); RNIE quarterly updates within 10 business days after quarter end when above the CNIE amounts (Regulation art. 38); beneficial owner updates within 15 calendar days of any change (CFF art. 32-B Quinquies).

Common traps

Using an S.A.S. for a foreign corporate parent. The S.A.S. may only be formed by natural persons (LGSM art. 260); a foreign company needs an S.A., an S. de R.L. or another form.
Forgetting the second shareholder. An S.A. needs at least two shareholders (LGSM art. 89), so groups usually place one share with an affiliate.
Missing the 40 business day RNIE window. The clock runs from incorporation or entry of the foreign investment (LIE art. 32), and notaries will ask for proof of registration in later corporate acts and report omissions (LIE art. 34).
Treating the beneficial owner file as a formality. Fines are charged per beneficial owner and start at MXN 1,686,750 for having no file (CFF art. 84-N), far above typical RNIE fines.
Ignoring indirect deals. The art. 9 threshold covers direct or indirect foreign participation above 49 percent, so an offshore acquisition of a parent can trigger CNIE review of a large Mexican company.
Trading through a foreign entity without authorization. Habitual trading without SE authorization is fined 500 to 1,000 UMA (LIE art. 38) and the entity cannot register in the Public Registry of Commerce (LGSM art. 251).
Assuming foreign shareholders need an RFC. They do not, but only if the Mexican company files the annual list of foreign resident shareholders on time (CFF art. 27).

Sources

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