Practical GuideInternational
Investing in Mexico from abroad: vehicle, permits, and RNIE registration
A guide for those entering Mexico with foreign capital: which activities are restricted, when the National Foreign Investment Commission steps in, how to choose among a company, a branch, and a fideicomiso (Mexican trust), and which deadlines run before the RNIE and the SAT.
- Published
- October 14, 2026
- Reading time
- 7 minutes
- Law discussed
- Foreign Investment Law (last amended DOF, May 27, 2024)
- RNIE deadline
- 40 business days (Article 32 of the LIE)
In this article
In this article
7 min · 8 sections
Those who invest in Mexico from abroad usually ask about returns first and about filings later. The Ley de Inversión Extranjera (Foreign Investment Law, LIE) opens almost every activity to foreign capital, but it sets exceptions, prior approval in specific cases, and a registration subject to a deadline. This guide lays out the path, from the initial analysis to the RFC (Mexican taxpayer ID number), the bank, and the beneficial owner.
The essentials, in thirty seconds
- Foreign investment may hold any percentage of a Mexican company, except in reserved areas, activities capped at 10% or 49%, and cases that require a Commission ruling (Articles 4 to 9 of the Foreign Investment Law).
- Three vehicles: a Mexican company with the Article 27 constitutional agreement, a branch of a foreign company authorized by the Ministry of Economy, or a fideicomiso (Mexican trust), mandatory for residential use in the restricted zone.
- Companies with foreign shareholders and branches register with the RNIE within the following 40 business days; for trusts that grant rights to foreigners, registration falls to the trustee bank (Article 32).
- The Commission decides within 45 business days at most and its silence counts as approval, but it may block acquisitions on national security grounds. Capital and cash-flow reports and annual renewal depend on thresholds it sets.
- The RFC, the annual list of foreign shareholders, and the beneficial owner file complete the path; the USMCA, BITs (APPRIs), and other treaties protect the investment but do not replace any filing.
Which activities are restricted
Article 4 of the LIE allows foreign investment to hold any proportion of the capital of Mexican companies, except as the Law itself provides. The exceptions are in Articles 5 to 9, and the caps cannot be circumvented through trusts, bylaw arrangements, or pyramid structures (Article 7).
| Level | Examples | Article |
|---|---|---|
| Reserved to the State | Functions defined by law in hydrocarbon exploration and extraction, nuclear power generation, postal services, and issuance of banknotes | 5 |
| Mexicans only | Domestic land transportation, development banking | 6 |
| Cap of 10% or 49% | Cooperatives (10%); fishing, coastal shipping, broadcasting (49%) | 7 |
| Over 49%, with a Commission ruling | Private education, legal services, railways | 8 |
| Over 49% when acquiring an existing company | Assets of the acquired company above the threshold set by the Commission | 9 |
Company, branch, or fideicomiso
The most common choice is a Mexican company with foreign capital: the Ministry of Economy authorizes the corporate name within two business days (Articles 15 and 16 A of the LIE), and the bylaws include the agreement under Article 27, Section I, of the Constitution, by which foreign shareholders agree to consider themselves Mexican nationals with respect to their shares and the company's assets and not to invoke their government's protection over them, under penalty of forfeiting them to the Nation (Article 14 of the Regulations). A foreign company that prefers to operate through a branch needs authorization from the Ministry, which must be granted within fifteen business days if the application meets the requirements, failing which it is deemed granted (Article 17 A); the branch is then registered with the Public Registry of Commerce. For residential use in the restricted zone, fifty kilometers along the coastline, Playa del Carmen included, the route is a bank trust with a permit from the Ministry of Foreign Affairs (SRE), under Articles 2 and 11.
The Commission and the RNIE: approval and registration
When it is involved, the National Foreign Investment Commission decides within 45 business days at most; if it does not, the application is deemed approved (Article 28). It may also block an acquisition on national security grounds (Article 30). A bill amending the Law in this area was passed by the Senate on September 30, 2026, and sent to the Chamber of Deputies; it is advisable to check its status before structuring the transaction. The Article 9 threshold is updated each year: the resolution published in the Diario Oficial de la Federación (DOF, Official Gazette of the Federation) on August 5, 2025, set it at MXN 28,623,925,390.72 in assets, applicable until the Commission issues a new general resolution. Companies with foreign shareholders and branches register with the Registro Nacional de Inversiones Extranjeras (RNIE, National Registry of Foreign Investments); for trusts that grant rights to foreigners, registration falls to the trustee institution (Article 32).
Registration must be made within 40 business days from the date of incorporation of the company or of the participation of the foreign investment (…) or of the creation of the respective trust (…).
Next come the annual renewal of the registration certificate (April or May, depending on the initial letter of the corporate name) and the quarterly reports on changes in name, activity, tax domicile, or capital and on flows with the parent company, due within ten business days after the end of the quarter (Article 35 of the LIE; Articles 38 and 43 of the Regulations). Failure to file or late filing is subject to a fine of thirty to one hundred times the daily value of the Unidad de Medida y Actualización (UMA, the index used to set fines and thresholds): the law refers to minimum wages, but since 2016 that reference is understood to mean the UMA (Article 38, Section IV).
NoteCommission thresholds
The General Resolution published in the DOF on February 23, 2015, requires quarterly reports on changes in foreign capital or on cross-border flows only if they exceed MXN 20 million; changes in name, activity, or tax domicile are always reported. Annual renewal is required only if assets, liabilities, income, or expenditures exceed MXN 110 million. Initial registration has no minimum.
RFC, bank, and beneficial owner
The company registers with the Registro Federal de Contribuyentes (RFC, Federal Taxpayer Registry) using procedure sheet 43/CFF of the Servicio de Administración Tributaria (SAT, Mexico's federal tax authority); a power of attorney granted outside Mexico is apostilled or legalized and formalized before a Mexican notary or other authorized official (fedatario). Shareholders resident abroad need not register if the company files a list of them within three months after the close of each fiscal year (Article 27 of the Código Fiscal de la Federación, Federal Tax Code, CFF). For tax purposes, the company identifies its beneficial owners (beneficiarios controladores), including anyone who can vote more than 15% of the capital, and updates that information within fifteen calendar days (Articles 32-B Ter to 32-B Quinquies of the CFF). The bank will also ask for the chain of ownership under its own identification rules.
Treaties and nearshoring: what they protect
The United States-Mexico-Canada Agreement (USMCA; CUSMA in Canada, T-MEC in Mexico), in force since July 1, 2020, protects investment in its Chapter 14: national treatment, most-favored-nation treatment, a minimum standard of treatment, and protection against expropriation without compensation (Articles 14.4 to 14.8), with limited arbitration between Mexico and the United States (Annex 14-D). In the joint review of July 1, 2026, the United States did not agree to extend it: the treaty remains in force and is subject to annual reviews. Canadian investments are covered by the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP), to which Mexico and Canada are parties. With other countries, a bilateral investment treaty (BIT, known in Mexico as APPRI) or the investment chapter of another treaty may apply; it is advisable to check which one corresponds to the investor's country of origin.
The path, step by step
- Classify the activity
Place it within Articles 4 to 9 of the LIE: the permitted percentage and the need for prior approval depend on it.
Deadline: Before signing
- Choose the vehicle and obtain permits
A company with the Article 27 constitutional agreement, an authorized branch, or a fideicomiso; the corporate name and, if applicable, a Commission ruling.
Deadline: Commission · 45 business days
- Incorporate and obtain the RFC
Before a fedatario and with procedure sheet 43/CFF; plan for apostilled and translated powers of attorney.
- Register the company or branch with the RNIE
From incorporation, the entry of the foreign shareholder, or the notarization of the foreign company's documents; for a trust, registration falls to the trustee bank. Keep the filing receipt: fedatarios will ask for it.
Deadline: 40 business days
- Open the account and set the calendar
Document the beneficial owner and calendar the list of foreign shareholders, the annual renewal, and, if the activity is a vulnerable activity under Mexico's AML law, the anti-money laundering obligations.
Deadline: Renewal (if applicable) · April or May
Frequently asked questions
Can a foreigner own 100% of a Mexican company?
Yes, in most activities: Article 4 of the Foreign Investment Law allows participation in any proportion. The exceptions are the areas reserved to the State (Article 5) or to Mexicans (Article 6), activities capped at 10% or 49% (Article 7), and those that require a favorable Commission ruling to exceed 49% (Articles 8 and 9). The company includes the Article 27 constitutional agreement in its bylaws and registers with the RNIE.
What happens if the company does not register with the RNIE within 40 business days?
Failure to register or late registration is subject to a fine of thirty to one hundred times the daily value of the UMA (the law refers to minimum wages; since 2016 that reference is understood to mean the UMA; Article 38, Section IV, of the Law). Late registration requires filing the information for each elapsed fiscal year, up to a maximum of five, if the Commission's thresholds are exceeded (Article 38, Section III, of the Regulations). Fedatarios also require the certificate for every subsequent act and report the omission to the Registry (Article 34). Extensions of the deadlines in the Regulations are available only if requested before they expire (Article 48 of the Regulations).
As a foreigner, can I buy a house in Playa del Carmen in my own name?
Not as direct ownership. Playa del Carmen is in the restricted zone (fifty kilometers along the coastline, Article 2, Section VI). For residential purposes, the rights of use and enjoyment are acquired through a fideicomiso (Mexican trust) with a credit institution, with a permit from the Ministry of Foreign Affairs and a maximum term of fifty years, renewable (Articles 11 to 13).
Does every majority investment require approval from the National Foreign Investment Commission?
No. A favorable ruling is required only to exceed 49% in the activities listed in Article 8 and, in activities without specific regulation, when foreign investment acquires more than 49% of an existing company whose assets exceed the threshold set by the Commission (Article 9 of the Law and Article 3 of its Regulations); the resolution published on August 5, 2025 set it at MXN 28,623,925,390.72. Incorporating a new company does not fall under Article 9. The Commission decides within 45 business days at most and its silence counts as approval (Article 28), subject to its power to block acquisitions on national security grounds (Article 30).
Does the USMCA or a BIT exempt me from registering or from complying with tax obligations?
No. Treaties guarantee national treatment, most-favored-nation treatment, a minimum standard of treatment, and protection against expropriation without compensation, and they open avenues for arbitration in certain cases. They do not exempt anyone from RNIE registration, the RFC, identification of the beneficial owner, or anti-money laundering obligations.
Official sources
This article was prepared from the texts published by the authorities. We recommend consulting them directly.
- DiputadosLey de Inversión Extranjera (Foreign Investment Law) (opens the source's website)Current text, last amended DOF, May 27, 2024. Articles 2 to 17 A, 28, 30, 32 to 35, and 38.
- DiputadosReglamento de la Ley de Inversión Extranjera y del Registro Nacional de Inversiones Extranjeras (Regulations of the Foreign Investment Law and the RNIE) (opens the source's website)Current text, last amended DOF, August 17, 2016. Articles 3, 14, 38, 43, 45, and 48.
- DOFResolución General por la que se determina el monto del valor total de los activos a que hace referencia el artículo 9o. de la Ley de Inversión Extranjera (General Resolution setting the Article 9 asset threshold) (opens the source's website). MXN 28,623,925,390.72 in total assets, applicable until a new general resolution is issued.
- Secretaría de EconomíaResolución General por la que se establecen los montos relativos a la actualización de la información y renovación de constancia de inscripción ante el RNIE (DOF 23-02-2015) (RNIE reporting and renewal thresholds) (opens the source's website). MXN 20 million (capital and income or expenditure reports) and MXN 110 million (annual renewal).
- SATFicha 43/CFF. Solicitud de inscripción en el RFC de personas morales en la ADSC (procedure sheet 43/CFF: RFC registration of legal entities at an SAT taxpayer services office) (opens the source's website)Requirements, powers of attorney granted abroad, and generic tax ID numbers for foreign shareholders.
- DiputadosCódigo Fiscal de la Federación (Federal Tax Code) (opens the source's website)Current text, last amended DOF, April 9, 2026. Articles 27 and 32-B Ter to 32-B Quinquies.
- Secretaría de EconomíaT-MEC, capítulo 14: Inversión (texto en español) (USMCA Chapter 14: Investment, Spanish text) (opens the source's website)Articles 14.4 to 14.8 and Annex 14-D.
- DOFDecreto Promulgatorio del Protocolo por el que se sustituye el TLCAN por el Tratado entre México, Estados Unidos y Canadá (decree promulgating the Protocol replacing NAFTA with the USMCA) (opens the source's website). Entry into force on July 1, 2020 (sole transitional article of the decree).
- Secretaría de EconomíaAcuerdos para la Promoción y Protección Recíproca de las Inversiones (APPRIs), ficha informativa (fact sheet on Mexico's bilateral investment treaties) (opens the source's website)2017 fact sheet from the Citizen Contact Center; cited only for the concept.
- DOFDecreto por el que se declara reformadas y adicionadas diversas disposiciones de la Constitución, en materia de desindexación del salario mínimo (constitutional decree de-indexing the minimum wage) (opens the source's website). Third Transitional Article: references to the minimum wage as a unit of account are understood to refer to the UMA.
- Senado de la RepúblicaComunicado 16344: Senado aprueba reformas para fortalecer evaluación de las adquisiciones realizadas por inversión extranjera (Senate approves amendments to strengthen review of foreign acquisitions) (opens the source's website). Bill amending the LIE, approved by the Senate and sent to the Chamber of Deputies.
- USTR (United States)Ambassador Greer Issues Statement on the USMCA Joint Review (opens the source's website). The United States does not agree to renew the treaty in its current form; the treaty remains in force.
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TopicsForeign investment · RNIE · Restricted zone · USMCA · Beneficial owner · Nearshoring