For many Mexican companies, taking on foreign capital has mostly been a business decision: price, partner and structure. A reform moving through Congress would add another filter for a broad range of transactions: national security review. If your company plans to sell a majority stake to a foreign partner, or if you are an investor looking to acquire a company in Monterrey, it pays to understand now what is on the table.

What the Senate approved

On September 30, 2026, the Senate approved the reform to the Foreign Investment Law (Ley de Inversión Extranjera) with 65 votes in favor and 30 against in general, and 65 in favor and 28 against on the specific articles. The bill was submitted by the President of Mexico on August 30. On October 6, the leadership of the Chamber of Deputies referred it to the Economy, Trade and Competitiveness Committee. It is not law yet: it still needs approval by the Chamber of Deputies and publication in the Federal Official Gazette (DOF).

The new review procedure

The reform creates a national security review regime. Under the committee report, a favorable ruling from the National Foreign Investment Commission (CNIE) would be required whenever a foreign investor seeks to acquire, directly or indirectly, more than 49% of the capital of a Mexican company whose assets exceed an amount set by the Commission and whose activities are deemed strategic.

The listed activities include physical and virtual strategic infrastructure, energy, critical technologies and dual use products (artificial intelligence, robotics, semiconductors and cybersecurity), aerospace, quantum and nuclear technologies, nanotechnology, biotechnology, supply of essential inputs, food security, and access to or control of sensitive information, including personal data. The CNIE could identify other similar activities.

For each filing, the Commission could approve the transaction, approve it subject to mitigation measures, or block it on national security grounds. Senate committees cut the review period from 60 to 45 business days, and if divestment is ordered, the investor would have 90 business days to complete it, with one extension for an equal period.

Who would sit on the CNIE

The reform adds, with voice and vote, the heads of the Defense Ministry, the Navy, the Security and Citizen Protection Ministry, and the Digital Transformation and Telecommunications Agency. On national security matters, the Attorney General's Office, the National Intelligence Center, the Mexican Tax Administration Service (SAT) and the Financial Intelligence Unit would take part as nonvoting guests. Members could not abstain, and decisions would be made by majority vote.

Penalties

Companies that transfer shares to foreign investors without CNIE authorization could face fines of 5,000 to 200,000 times the daily value of the UMA. Failing to comply with mitigation measures would also be penalized.

What the business community says

On October 7, ICC México asked the Chamber of Deputies to review the bill before approving it. It acknowledged that the United States and Canada already have national security review mechanisms, but raised four concerns: the transactions subject to review are not defined precisely enough and there is no simplified track for lower risk deals; there are no confidential consultations before a formal filing; investors might not learn the authority's concerns or be able to propose alternatives; and there is no public information on how the mechanism will work. It also called for consistency with USMCA commitments.

The challenge is making sure the new rules work with objective and transparent criteria. (ICC México)

What it means for your company

For a share purchase or an investment round, the reform would add a national security review in the listed sectors. That affects timing, costs and how contracts are drafted.

  • Closing timeline. If the deal falls within the rule, closing would depend on a ruling with a 45 business day deadline, which could be extended by information requests.
  • Conditions precedent. The contract should make CNIE clearance a condition to closing and state who files for it and what happens if it is denied or conditioned.
  • Mitigation measures. It is wise to agree now on who bears the cost of complying with conditions imposed by the authority.
  • Indirect structures. The review would cover indirect acquisitions, so a purchase of the parent company abroad could also be caught.
  • Pending threshold. The CNIE would have up to 180 calendar days after the reform takes effect to publish the asset amount that triggers review.

What to do now

  1. Determine whether your company or your target carries out any of the listed activities, especially data handling, energy, technology or key inputs.
  2. If you have a deal under negotiation, check whether closing could occur after the reform takes effect and adjust conditions and outside dates.
  3. Get your corporate records in order: shareholder registry, control structure and RNIE filings.
  4. Follow the debate in the Chamber of Deputies, because the final text could change.
CounselHub recommendation: if you are negotiating the sale of a majority stake to a foreign investor, include in the letter of intent and the purchase agreement, starting today, a regulatory approvals clause that covers this new scenario: who files, how mitigation costs are shared and what the outside date for closing is. A well drafted clause avoids renegotiating the whole deal if the reform is published midway through the transaction.