Mexico

The primary governing framework is the Mexican Federal Competition Act (the FCA), as well as the Regulatory Provisions of the FCA.

It is a hybrid system. While any transaction meeting the established monetary thresholds must be notified to and cleared by the National Antitrust Commission (Comisión Nacional Antimonopolio, CNA) before it can be legally closed, the law also allows for voluntary notifications for deals that fall below those thresholds.

The CNA is responsible for merger control in Mexico. It is a decentralized public body under the Ministry of Economy, with its own legal personality, assets, and technical and operational independence. Its governing body is the Board of Commissioners (the “Board”), composed of five Commissioners (including the Chairperson) appointed by the President and ratified by the Senate for staggered nine-year terms. The Board is the ultimate decision-maker in merger review cases, acting by majority vote.

Within the CNA, the General Directorate of Concentrations receives, analyses and processes merger filings, issuing a technical opinion that is reviewed by the Technical Secretary before submission to the Board for final resolution.

The CNA also has an independent Investigative Authority responsible for investigating unlawful concentrations (anticompetitive mergers), however, the final resolution is issued by the Board. CNA decisions can be challenged before specialized federal courts through a constitutional appeal (juicio de amparo indirecto).

The merger control regime applies economy-wide, except for state reserved activities and state-owned companies. There is no sector-specific merger control legislation. However, in oil and gas, additional regulatory requirements apply when an economic agent owns or acquires interests in different downstream segments. The telecommunications and broadcasting sectors are reviewed by the CNA, which may apply sector-specific obligations (e.g., preponderance measures). Mexico also has a foreign direct investment (FDI) screening regime under the Foreign Investment Act (Ley de Inversión Extranjera), administered by the National Foreign Investments Commission. This regime is independent from merger control.

Mexico is not a member of any supranational merger control regime. There are no other merger control regimes operating within Mexico at a sub-national level.

The CNA cooperates with foreign competition authorities, particularly in complex cross-border transactions. In practice, the CNA requests a written confidentiality waiver from notifying parties before sharing case-specific information with foreign agencies. This cooperation is most common during remedy negotiations in multi-jurisdictional transactions. There is no formal cooperation mechanism between the CNA and the FDI authority.

Mexico has recently undergone a sweeping reform of its competition law framework. A constitutional amendment replaced the former Federal Economic Competition Commission (COFECE) and the Federal Institute of Telecommunications (IFT) with the CNA, a decentralized agency under the Ministry of Economy.

Key elements of the reform include:

• a reduction in the number of Commissioners from seven to five, all appointed by the President and ratified by the Senate;
• the lowering of notification thresholds;
• a shortening of the statutory merger review period from 60 to 30 business days, as well as the extension for highly complex cases from 40 to 20 business days;
• an increase in the statute of limitations for investigating non-notified concentrations from one to three years;
• substantially higher fines, including up to 8% of revenues (or 15% if the CNA had previously objected the transaction) for failure to notify, and up to 12% (previously 10%) for failure to comply with remedies; and
• new procedural sanctions for obstructive conduct during investigations.

The reform also introduces mechanisms to facilitate criminal prosecution of cartel conduct and collective actions for damages.

The trigger for merger control in Mexico is purely based on monetary thresholds, not on a “change of control” test. A transaction must be notified if it meets any of three alternative monetary thresholds, regardless of whether the acquirer gains control. Consequently, minority share acquisitions can trigger a filing obligation as long as a threshold is met.

In practice, any transaction involving the acquisition or accumulation of shares, assets, partnership interests or trust participations in Mexico or with Mexican sales that exceed the thresholds is caught, even if it results in only a small minority stake with no governance rights.

The FCA does not distinguish between temporary and permanent changes of control. Since the filing obligation is based on monetary thresholds rather than acquisition of control, the temporary nature of a transaction is irrelevant for notifiability.

However, certain exceptions apply, such as acquisitions of listed securities not exceeding 10% of capital stock where the acquirer cannot influence the target.

Under Article 61 of the FCA, a “concentration” is broadly defined as a merger, acquisition of control, or any other act by which companies, associations, shares, partnership interests, trusts or assets in general are consolidated between competitors, suppliers, customers or any other economic agents. This encompasses in particular:

• mergers;
• acquisitions of any percentage of shares or partnership interests;
• acquisitions of assets; formation of joint ventures;
• acquisitions of trust participations; and
• any succession of acts resulting in accumulation of the foregoing.

The law does not distinguish between going concerns and bare assets; both are caught if thresholds are met. Transactions involving options, warrants or convertible debt may trigger a filing upon conversion.

Joint ventures (JVs) are subject to merger control under the general monetary thresholds. A JV qualifies as a notifiable concentration when it involves the union of two or more economic agents to jointly carry out economic activities, either contractually or through a vehicle with legal personality, through which they make contributions and share profits and losses. Unlike the EU framework, there is no distinction between “full-function” and “non-full-function” joint ventures. The thresholds are applied to the contributions and assets involved, as well as the partners’ figures for the Size of the Parties threshold.

The FCA addresses successive transactions through the concept of “succession of acts”. The obligation to notify arises before the last in a sequence of acts is completed, provided the cumulative result exceeds any threshold. This prevents structuring incremental acquisitions below thresholds to avoid notification. However, separate acquisitions over time with different sellers and objects are generally assessed individually.

For interrelated transactions between different parties, each is generally assessed separately. However, the CNA may treat them as a single operation if intrinsically linked (e.g., inter-conditional transactions). Similarly, when a legal act involves multiple acquirers or sellers, the CNA generally treats it as a single joint accumulation, even if the parties belong to different corporate groups. However, if buyers from different corporate groups act independently and without coordination, minority acquirers who do not meet the monetary thresholds are exempt from filing.

A transaction must be notified if it meets any of three alternative monetary thresholds, expressed in multiples of the Unit of Measurement and Settlement (Unidad de Medida y Actualización UMA), updated annually. Using the 2026 daily UMA value of MXN 117.31, the thresholds are:

• First Threshold: price allocation. The transaction, regardless of where executed, imports in Mexico a value exceeding UMA 16 million (approximately MXN 1,877 million/USD 104 million). This threshold only applies when there is a specific price allocation for the Mexican portion.
• Second Threshold: size of the target. The transaction involves the acquisition of 30% or more of the assets or shares of a company whose direct and/or indirect Mexican assets or annual sales exceed UMA 16 million (approximately MXN 1,877 million/USD 104 million). Both limbs must be met.
• Third Threshold: size of the parties. The transaction involves:
  • a purchase in Mexico of assets or capital stock greater than UMA 7.4 million (approximately MXN 868 million/USD 48 million); and
  • the assets or annual sales of the buyer and/or seller (jointly or separately) in Mexico exceed UMA 40 million (approximately MXN 4,692 million/USD 260 million). Both limbs must be met.

For the first limb, if the transaction only involves a percentage of the target, that percentage is applied to total Mexican assets or capital stock.

There are no sector-specific thresholds. The UMA value is published annually by the National Institute of Statistics and Geography (INEGI), and the updated figure can be found on INEGI’s website.

The Mexican thresholds are based on the value of assets, capital stock, and sales (turnover). The relevant considerations are:

• Relevant parties. For the second limb of the Second Threshold, only the target’s Mexican sales or assets are considered. For the Third Threshold, the first limb considers only Mexican assets or capital stock being acquired; the second limb considers combined Mexican assets or sales of all parties involved (seller, buyer, and target).
• Group assessment. When assessing the Second or Third Thresholds of the FCA, the Mexican sales of the target and its subsidiaries (for the Second Threshold), and/or those of the target, the acquirer, and the seller (as applicable), must be taken into account. This includes the sales of these entities as well as those of their direct and indirect subsidiaries and parent companies forming part of the same group.
• Financial information is derived from audited financial statements for the last fiscal year. However, parties must verify threshold amounts at the time of closing.
• Geographic allocation. A sale qualifies as “Mexican” if invoiced in Mexico, made by a Mexican entity (regardless of customer location), or made by a foreign entity to a Mexican customer or customer located in Mexico. Sales by authorized distributors within the parties’ distribution network are included; sales by independent third-party distributors are excluded.
• No sector-specific rules apply.

For asset-based thresholds, the value considered is the higher of:

• total asset value from the balance sheet (audited financial statements for the preceding fiscal year); or
• the commercial (fair market or value agreed by the parties of the transaction) value of the assets.

In the case of Threshold 3, if only a percentage of the target is being acquired, that percentage is applied to the total Mexican assets or capital stock to determine whether the first limb is met.

There are no specific rules for particular sectors or asset classes.

For conversion to Mexican pesos, the exchange rate used is the lowest published by the Mexican Central Bank (Banco de México) during the five business days preceding the notification date, which means the assessment must be made before the closing. Based on the foregoing and due to the impracticality of making the assessment at such moment, generally the assessment is made at or before the time of signing of the transaction documents.

The applicable rate is published daily in the Official Gazette of the Federation (Diario Oficial de la Federación) and can be consulted at www.dof.gob.mx. For currencies other than US dollars, any exchange rate indicator reflecting the value of the Mexican peso against the relevant foreign currency may be used.

This is not applicable, as all Mexican merger control thresholds are purely monetary. There are no market share-based thresholds for determining the obligation to notify.

All thresholds require Mexican assets, capital stock, sales or a price allocation for the Mexican portion. A single local activity of the target (e.g., Mexican sales) can trigger notification. There is no explicit local effects test and no formal exemption for foreign-to-foreign transactions. However, if none of the parties have Mexican sales, assets or capital stock, no filing obligation arises. In practice, foreign-to-foreign transactions frequently trigger Mexican filings when the target has Mexican subsidiaries or assets, and failure to notify has resulted in significant fines.

Article 93 of the FCA provides the following exemptions:

• internal corporate restructurings where entities belong to the same group and no third party participates;
• an increase in participation by a controlling shareholder who has held control since incorporation or since obtaining CNA authorization;
• creation of administration, guarantee or other trusts where no transfer to a third party is intended (though execution of a guarantee trust triggers a filing if thresholds are met);
• transactions involving shares of foreign entities executed abroad, provided no control over Mexican entities is acquired and no additional Mexican assets are accumulated;
• acquisitions by variable-income investment companies (sociedades de inversión de renta variable) unless the acquirer obtains significant influence over the target;
• acquisitions of listed securities not exceeding 10% of the issuer’s capital stock, provided the acquirer cannot appoint or remove directors, impose decisions in shareholders’ meetings, exercise 10% or more voting rights, or influence the target’s administration or strategy.

Where a notifiable transaction has been completed without prior notification, the CNA may initiate a verification procedure (expediente de verificación) under Article 93 bis of the FCA or pursue it as an unlawful concentration investigation. For transactions that met the thresholds and were not notified, the CNA has up to ten years from the date of completion to investigate and sanction the failure to notify.

The CNA cannot “call in” a below-threshold transaction for merger review. However, it can investigate one as an unlawful concentration if it has the object or effect of hindering, diminishing, damaging or preventing competition, followed by trial-like proceedings.

The FCA establishes that a concentration may be considered unlawful when:

• the concentration may confer substantial market power upon the resulting entity, or increase such power, thereby potentially harming or impeding free market access and economic competition;
• it has, or may have, the object or effect of establishing barriers to entry, impeding access to the market or essential inputs, or displacing other economic agents;
• it has the object or effect of facilitating the commission of monopolistic practices by the participants of said concentration; or
• it has, or may have, the object or effect of substantially affecting the conditions of competition and free market access in the relevant market or related markets.

To determine the existence of an unlawful concentration, an investigation and trial-like proceeding (procedimiento seguido en forma de juicio) must be conducted before the Board issues a final resolution. The CNA has recommended that parties voluntarily notify transactions when there is doubt as to whether thresholds are met, particularly for joint ventures among competitors.

Below-threshold transactions cannot be investigated once three years have elapsed from completion. For transactions that met the thresholds but were not notified, the statute of limitations is ten years. Concentrations that received a favorable CNA resolution cannot be investigated, except where the resolution was obtained through false information or conditions were not fulfilled.

The FCA allows voluntary notification of below-threshold transactions. This is advisable when:

• there is uncertainty about whether thresholds are met;
• the transaction involves competitors in concentrated markets and may raise substantive competition concerns; or
• the parties wish to prevent a future CNA investigation.

Notification is mandatory for all transactions meeting any threshold. There is no mechanism to obtain a waiver. However, the exemptions under Article 93 (e.g., intra-group restructurings) apply automatically.

There is a strict standstill obligation. All notifiable transactions must be authorized before closing; acts in breach are void. The FCA requires a condition precedent in transaction documents suspending closing until CNA clearance. The parties may not acquire control, transfer assets, shares or any interest, or exercise veto rights before clearance. If completed without clearance, the CNA may order divestment and impose fines of up to 8% of revenues (or 15% if the CNA had previously objected).

The FCA does not provide for a formal waiver of the standstill obligation. However, it is possible to carve out the Mexican business so the global transaction can close while the Mexican filing is pending. The CNA is generally reluctant to accept carve-outs and has ordered parties to refrain from closing globally until Mexican clearance was obtained. If a carve-out is contemplated, it is advisable to inform the CNA in advance.

The FCA requires notification by all economic agents directly participating in the transaction (typically, the entities that execute the transaction documents, the buyer and seller or the merged entities). A joint filing is the general rule, and the parties must appoint a common representative. When it is impossible (legally or factually) for all parties to appear, the acquirer may file alone, provided the impossibility is duly evidenced before the CNA. In hostile takeovers, the prospective buyer may file without the seller’s or target’s cooperation. When multiple parties belong to the same economic interest group, the controlling entity may file on behalf of all group members.

A compulsory filing fee must be paid upfront. Since notifications are joint filings, the fee is paid once per transaction.

The filing fee is determined based on the Estimated Maximum Value (EMV) of the transaction in Mexico:

The filing fee receipt must accompany the initial notification. Payment must be made through a Mexican bank account portal (by a Mexican subsidiary or Mexican counsel on behalf of the parties). Fees are adjusted annually and published in the Official Gazette.

Notification can be made before signing a definitive agreement. Article 87 of the FCA requires clearance before:

• the transaction is legally perfected, or a condition precedent is fulfilled;
• direct or indirect control is acquired or exercised;
• a merger agreement is signed; or
• the last in a succession of acts exceeding thresholds is completed.

The CNA accepts draft agreements, letters of intent, or detailed descriptions of the transaction, provided the structure and main terms (including any non-compete provisions) are sufficiently defined and will not be materially modified. It is not necessary to wait for a definitive agreement.

There is no fixed deadline for submission. The obligation is to notify and obtain clearance before the transaction is completed (i.e., before any of the triggering events under Article 87 occurs). There is no time limit running from the signing of the agreement.

There is no standardized form. The notification is a free-form written submission complying with Article 89 of the FCA, filed electronically through the CNA’s system (SINEC).

Required information includes:

• identification of all parties;
• powers of attorney;
• transaction description, draft agreement, and non-compete clauses with justification;
• objective and rationale of the transaction;
• organizational documents;
• audited financial statements;
• detailed capital structures pre- and post-transaction;
• cross-participations in same or related markets;
• market share data;
• location of facilities in Mexico;
• any other relevant information; and
• filing fee receipt.

All submissions must be in Spanish. Documents in other languages require a certified Spanish translation of relevant sections. For the initial filing, translations of key terms, transaction description, non-compete clauses, conditions precedent, price terms and financial data are typically sufficient. The CNA may request additional translations during review.

Powers of attorney must be submitted as originals or certified copies. Powers granted abroad must be apostilled/legalized and notarized. Notifications are filed exclusively through SINEC.

Article 92 of the FCA provides a simplified procedure when the notifying parties demonstrate that the transaction manifestly will not diminish, damage or impede competition. This requires showing that the acquirer does not participate in any related market and is not a competitor of the target, plus one of the following:

• the transaction is the acquirer’s first entry into the market;
• the acquirer merely increases its participation without gaining additional influence; or
• the acquirer already controls the target and increases its relative participation.

The CNA must resolve within 15 business days of admission. If requirements are not met, the transaction is redirected to the standard procedure. In practice, this simplified procedure is rarely used because the requirements are demanding.

Pre-notification discussions are not required but are possible. The CNA maintains an open-door policy. There is no formal procedure or target duration; discussions are conducted informally.

The standard review procedure under Article 90 of the FCA involves the following phases and timelines:

• Submission of the concentration notice before the CNA.
• First RFI. The CNA has 10 business days from submission to issue the First RFI (normally issued between days seven and eight.
• Response to the First RFI. The parties have 10 business days to respond, extendable for additional 10-business-day periods. In practice, the CNA accepts as many extensions as needed.
• Authorization or Second RFI. When the First RFI response is complete, the CNA has two options:
  • consider the filing complete and start the 30-business-day review period (in practice, clearance for non-problematic cases takes three to four weeks after the First RFI response); or
  • issue a Second RFI within 15 business days.
• Response to the Second RFI. The parties have 15 business days (extendable) to respond. The Second RFI restarts the 30-business-day review clock.

Additional RFIs may be issued by the CNA to the parties of the transaction, as well as to third parties, but they neither stop nor restart the clock.

• Review period extension. In highly complex cases, the CNA can extend the review period by 20 additional business days. If remedies are proposed after filing, the 30-business-day clock restarts from submission of the remedies.
• Tacit authorization. If the CNA does not issue a resolution within the applicable period, the transaction is deemed authorized.
• Decision. The CNA will issue the decision authorizing, blocking or imposing remedies. The decision is valid for six months, extendable once for another six months. If the transaction is not closed within that period, a new filing is required.
• Closing. The parties have 30 business days after closing to submit a closing notice.

Deadlines in days are calculated in business days, excluding Saturdays, Sundays and official holidays per the CNA’s annual calendar. Deadlines in months or years are calculated date to date, including non-business days.

The simplified procedure provides for resolution within 15 business days but is rarely used.

For non-problematic transactions under the standard procedure, the typical timeframe from signing to clearance is two to three months (one to two weeks preparation plus straightforward information requests). For no-overlap transactions with complete filings, clearance can be obtained in three weeks to one and a half months from submission.

For horizontal overlaps with combined market shares of approximately 25%, clearance typically takes three to four months from filing. For relevant overlaps or significant vertical integration, six to nine months. For transactions requiring remedies, nine months to one year (though a “fix-it-first” approach can significantly reduce this timeline).

In public takeover bids, the CNA may accept a filing submitted solely by the prospective buyer when sellers’ or target’s cooperation is impossible. The public offer documents can serve as transaction documents for notification purposes. The standstill obligation means the offer cannot be completed before CNA clearance.

There is no formal third-party participation in merger review proceedings. Only notifying parties have access to the file. However, third parties may submit unsolicited white papers regarding the transaction.

In complex cases, the CNA may contact third parties (competitors, customers, suppliers and other authorities,) through formal information requests. When remedies are proposed, the CNA may consult third parties on effectiveness. Any person may file a complaint regarding a potentially unlawful concentration, though the complainant does not become a party.

The CNA has broad information-gathering powers. It may request any information, documents or data from any person or entity, whether or not party to the transaction, including internal documents, business plans, presentations, and correspondence.

Information requests are formal (written), and non-compliance may result in daily fines of up to UMA 8,000 (approximately MXN 938,480) per day.

The FCA classifies information as reserved, confidential or public. Only the notifying parties (and their authorized representatives) have access to the file through SINEC.

Parties may designate specific information as confidential. The CNA publishes a redacted version of its resolution, omitting confidential information. The CNA does not share confidential information with foreign authorities without express written waiver. CNA personnel are subject to liability for unauthorized disclosure.

The CNA applies a test focused on whether the concentration has the object or effect of diminishing, damaging or impeding competition.

The primary quantitative tool is the Herfindahl-Hirschman Index (HHI). A transaction is unlikely to raise concerns if:

• the post-transaction HHI is below 2,000 points; and/or
• the delta (change in HHI) is below 100 points.

For complex cases, the CNA may employ additional tools such as the SSNIP test.

The assessment considers:

• relevant market definition;
• identification of main suppliers, their market power and market concentration;
• effects on competitors, consumers and related markets;
• cross-participations in related entities; and
• efficiency gains.

Main concerns assessed include unilateral effects, coordinated effects, conglomerate/portfolio effects, vertical concerns and elimination of potential competition.

The review is strictly limited to competition issues; no public interest factors may be considered. However, the recent reform allows the Federal Executive to notify the CNA of matters involving national interest, potentially precluding extension of the review period.

Under Article 63 of the FCA, the parties must demonstrate that efficiency gains will exceed possible anticompetitive effects on a sustained basis and result in improved consumer welfare. The burden of proof lies with the parties, and there are no clear precedents where efficiencies alone have outweighed significant competition concerns.

The CNA maintains an open-door policy and may provide advance notice of concerns during informal discussions, allowing parties to address issues without formal communication.

When potential competition risks are identified, the CNA issues an official communication at least ten business days before the Board session, outlining specific concerns and allowing parties to propose remedies.

Unlike the EU framework, there is no formal Statement of Objections or mandatory hearing. Parties may request meetings with CNA staff or the Board at any stage. Access to the file is restricted to notifying parties.

Remedies may be proposed from the initial notification until one day after the matter is listed on the Board’s agenda. If proposed after filing, the resolution clock restarts. The CNA may suggest remedies on its own motion but generally defers to the parties’ proposals. Once a conditional resolution is issued, parties must accept the remedies; otherwise, the transaction is blocked.

The CNA may accept both structural and behavioural remedies, with a strong preference for structural remedies (divestitures) in horizontal overlaps. Behavioural remedies are generally accepted only for vertical concerns. Conditions must be directly related to correcting anticompetitive effects and proportionate. The CNA may also order divestiture in completed mergers found unlawful.

Parties have six months (extendable once for six additional months) to evidence closing. Completion may occur before structural remedies (e.g., divestitures) are fully implemented, but the CNA may require a “hold separate” during the interim. Non-compliance results in fines of up to 12% of revenues and potential dissolution or reversal of the transaction.

The resolution is notified through SINEC. A redacted version is published on the CNA’s website, typically within 20 business days. Unconditional clearances tend to be brief; conditional or blocking decisions contain more detailed analysis.

Clearance decisions take immediate effect upon notification to the parties. There is no waiting period. The resolution is valid for six months (extendable once for six additional months); if not closed within this period, a new filing is required.

Parties must disclose all ancillary restraints (e.g., non-compete, non-solicitation provisions). The CNA reviews these as part of the transaction analysis. Clearance covers the ancillary restraints as described in the notification. If modified after clearance without the CNA’s authorization, the CNA may initiate a gun-jumping investigation. The CNA has recently adopted a stricter approach, requiring full justification of necessity and proportionality.

CNA decisions can be appealed before specialized federal courts through juicio de amparo indirecto. Only final decisions may be challenged; interlocutory orders are generally not subject to immediate appeal. The typical timeline for resolution is one to three years.

Historically, no appeal has succeeded in overturning a merger decision, although a court has eliminated a specific remedy. It is unclear whether third parties have standing to appeal clearance decisions.

Under Article 127 of the FCA, the penalty for failure to notify a concentration that exceeds the monetary thresholds is a fine from UMA 50,000 (approximately MXN 5.9 million) up to 8% of Mexican revenues. If the CNA had previously objected the transaction, the fine ranges from UMA 200,000 (approximately MXN 23.5 million) up to 15% of revenues. Fines apply to each economic agent involved; recidivism within ten years may double fines.

Acts without CNA authorization produce no legal effects and cannot be registered or formalized. Notaries formalizing unauthorized concentrations face fines of up to UMA 200,000.

The CNA actively enforces these penalties, including against foreign entities. Notable examples include fines of MXN 61.6 million on HP and Plantronics (2023), MXN 51.6 million on AT&T and Warner Bros Discovery (2022), and MXN 11 million on Engie, Sonate Bidco and Veolia (2023).

Sanctions for gun-jumping are the same as for failure to notify fines of up to 8% of revenues (or 15% if previously objected), plus potential divestment orders. The CNA has been very active in sanctioning gun-jumping. Over the past five years, it has imposed fines on numerous occasions for this type of conduct, with total fines exceeding MXN 163 million. These penalties are applied to each economic agent involved and frequently involve foreign-to-foreign transactions.

Pre-closing integration planning is not expressly regulated, but any exercise of control before clearance may constitute gun-jumping.

Submitting false declarations or information is sanctioned with a fine of up to UMA 200,000 (approximately MXN 23.5 million), without prejudice to criminal liability. A concentration authorized based on false information may be subsequently investigated as an unlawful concentration. Individuals may also face criminal prosecution.