The Congress of the Union has approved an amendment to the Foreign Investment Law (LIE) that introduces, for the first time in Mexico, a system for the prior authorization of foreign investments based on national security considerations. The Senate approved the text on September 30, 2026, and the Chamber of Deputies ratified it without modifications on October 27, 2026. The legislation is currently awaiting publication in the Official Gazette of the Federation (DOF), a prerequisite for it to enter into force. With this reform, Mexico becomes one of the first countries in Latin America to implement a foreign investment control mechanism rooted in national security.
Previously, the LIE already required a favorable resolution from the National Foreign Investment Commission (CNIE) for certain transactions—specifically, when foreign ownership exceeded 49% in companies whose asset value surpassed an annually established threshold. The reform maintains this general framework but adds a new section dedicated exclusively to national security reviews, complete with its own specific criteria, timelines, and legal consequences.
Under the approved text, prior authorization from the CNIE will be required when three cumulative conditions are met: a foreign investor acquires, directly or indirectly, more than 49% of the share capital of a Mexican company; the total assets of said company exceed a threshold determined by the CNIE; and the company engages in any of the sensitive activities outlined in the new Article 30 Bis.
These activities are categorized into four broad areas. First, strategic infrastructure—whether physical or virtual—encompassing energy, transport, healthcare, communications, mining, data, defense, and the aerospace sector. Second, critical technologies and dual-use products, such as artificial intelligence, semiconductors, cybersecurity, quantum computing, and nuclear technology. Third, the supply of essential inputs, such as energy, raw materials, and food security. And finally, access to or control over sensitive information, particularly personal data. This is an open-ended list: the CNIE may include other activities via a general resolution.
A key point is that the asset threshold has not yet been set. The CNIE will have 180 calendar days from the entry into force of the reform to publish the general resolution that establishes it. Until then, the exact scope of the notification obligation remains undefined. For transactions involving an equity stake exceeding 49% but falling below the asset threshold, notification is voluntary; however, the text does not provide a “safe harbor” for transactions that are not notified.
Regarding the procedure, the application must be submitted jointly by the Mexican company and the foreign investor. The CNIE will have 45 business days to issue a decision—a reduction from the 60 days originally proposed. The Commission may issue a single request for additional information within the first third of this period, which will suspend the timeline until the request is addressed. When issuing a decision, the CNIE may authorize the transaction if it identifies no risks, authorize it subject to mitigation measures that modify the project, or deny it. In cases involving national security, administrative silence shall under no circumstances be deemed an authorization. The reform also modifies the composition of the CNIE, adding the Agency for Digital Transformation and Telecommunications as a voting member.
The sanctions regime is being significantly tightened. Fines ranging from 1,000 to 5,000 UMAs are stipulated for investments made without the required authorization in general cases, while fines of 5,000 to 200,000 UMAs apply to share transfers carried out without authorization or to the failure to comply with imposed mitigation measures—with the maximum penalty exceeding 23 million Mexican pesos. Furthermore, the CNIE may order the divestment of acquired assets, which the investor must execute within 90 business days—a period that may be extended once for an equal duration. The text does not clarify whether such divestment must encompass the entire stake or only the portion necessary to eliminate the identified risk; therefore, further regulatory development must be awaited.
Regarding the transitional regime, proceedings already underway at the time the new rules come into effect will continue to be governed by the provisions in force at the time of their submission. However, there is no general exception for transactions that have already been signed but not yet submitted to the CNIE; consequently, these may be subject to the new regime.
For Spanish companies with a presence or projects in Mexico, this reform carries immediate practical implications. It is advisable to review ongoing negotiations and verify whether the target company operates within any of the sectors sensitive [sectors/assets]; include a condition precedent in purchase or investment agreements linked to obtaining authorization from the CNIE, and adjust the closing schedule to reflect the new timelines; and bear in mind that indirect participation—through group companies—also counts toward the 49% threshold, which may have implications for internal corporate restructurings. It is also advisable to closely monitor the publication in the Official Gazette of the Federation (DOF) and the subsequent resolution from the CNIE regarding the asset threshold, as these will determine which transactions are effectively subject to authorization.
At Feliu, we can analyze your specific situation and advise you on the impact of this reform on your investments and corporate structure in Mexico.
