Regulatory Alerts2023-12-28 | DOF 5712731Added · Updated
Decree reforming, adding, and repealing provisions of the Securities Market Law and the Investment Funds Law
This decree establishes a simplified registration regime for securities issued by simplified issuers, allowing them to bypass standard public offering prospectus requirements when offering exclusively to institutional or qualified investors. It introduces new definitions for simplified issuers and simplified registration, mandates self-regulatory reviews by placement intermediaries and stock exchanges, and exempts these issuers from many standard disclosure and supervision obligations applicable to traditional listed companies. The reform also updates corporate governance rules, permits shareholder assemblies to delegate capital increase powers to boards, and integrates sustainability and gender equity considerations into regulatory frameworks.
DOF: 28/12/2023
DECREE by which various provisions of the Securities Market Law and the Investment Funds Law are reformed, added, and repealed.
A seal with the National Coat of Arms appears at the margin, which reads: United Mexican States.- Presidency of the Republic.
ANDRÉS MANUEL LÓPEZ OBRADOR, President of the United Mexican States, to its inhabitants know:
That the Honorable Congress of the Union has seen fit to address to me the following
DECREE
" THE GENERAL CONGRESS OF THE UNITED MEXICAN STATES, D E C R E E S:
VARIOUS PROVISIONS OF THE SECURITIES MARKET LAW AND THE INVESTMENT FUNDS LAW ARE REFORMED, ADDED, AND REPEALED.
First Article.- Articles 2, fraction XVIII, second paragraph; 10, fraction II; 22, first paragraph; 48, fraction I; 54, first paragraph; 56, fraction VI; 71, fraction I; 73, fractions I and II; 74; 75, second paragraph; 81, first and fourth paragraphs; 83, last paragraph; 93, second paragraph, fraction VI; 115, fraction III, inciso b); 171, fractions I and VII; 177 Bis, last paragraph; 199, first paragraph; 204, second paragraph; 215, third paragraph; 225, second paragraph and fraction IV; 226, fractions I and IX, and last paragraph; 227, fraction I; 227 Bis, fractions II, III, and the second paragraph; 229, second paragraph; 242; 243, second paragraph; 244, fractions IV and IX; 249, last paragraph; 252 Bis, last paragraph; 282, third, fourth and fifth paragraphs; 288, fractions I, second paragraph and II; 290, last paragraph; 325, fraction IV; 338; 342; 343, second paragraph; 344; 346, current second paragraph; 347, first paragraph; 351, first, second and third paragraphs; 360, first paragraph; 362, first paragraph; 363, first paragraph, fractions I, II, III, IV, V, VI, VIII and IX; 364, fractions I and III, and fourth paragraph; 365, first and second paragraphs, fractions III, V, incisos a), b) and e), and third; 366; 367, fractions I, II, III, incisos a) and b), and IV; 368; 369, first paragraph; 388, first paragraph; are reformed; articles 2, with fractions V Bis and XII Bis; 6, with a fourth paragraph, shifting subsequent ones in order; 9 Bis; 55 Bis; 70 Bis; 75, with a last paragraph; 79, with a last paragraph; 85, with a last paragraph; 86 Bis; 90 Bis; 91, with a last paragraph; 95, with a second paragraph; 104, with a sixth and seventh paragraphs; 105, third paragraph, shifting the subsequent; 107, with a second and fourth paragraphs, shifting subsequent ones in order; 108, fractions I, with a second paragraph, and III, with a second paragraph; 108 Bis; 177 Ter; 225, second paragraph, with fractions VI and VII, and fifth, sixth, seventh and eighth paragraphs, shifting subsequent ones; 225 Bis; 225 Bis 1; 225 Bis 2; 227 Bis, with fractions VI, VII and VIII; 247, fraction IV, with a second paragraph, shifting the subsequent; 248, with a last paragraph; 339, with a second paragraph, shifting subsequent ones in order; 345, with a last paragraph; 346, with a second paragraph, shifting the subsequent; 352, with a last paragraph; 353, with a last paragraph; 370 Bis, with a last paragraph; 371, with a fraction VII, shifting the subsequent one in order; 388, with a second paragraph, shifting subsequent ones in order; and articles 19, fraction I, incisos b) and c); 20, fractions I, inciso b) and II; 21, third and fourth paragraphs; 48, fractions II and III; 54, second and third paragraphs; 55; 225, current fifth paragraph, shifting subsequent ones; 392, fraction III, inciso i), of the Securities Market Law, are repealed, to remain as follows:
Article 2.- For the purposes of this Law, the following shall be understood:
I. to V.
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V Bis. Simplified issuer, the legal entity other than that which has the status of issuers in terms of the previous fraction of this article, that requests and, if applicable, maintains the simplified registration of its securities in the Registry, in accordance with the general provisions issued for this purpose by the Commission. Likewise, fiduciary institutions shall be included when acting with said status, provided that the trust estate has not been transferred directly or indirectly by the person having the status of issuer in terms of the previous fraction V.
VI. to XII.
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XII Bis. Simplified registration, that registration of securities in the Registry granted by the Commission to a simplified issuer in terms of articles 70 Bis and 90 Bis of this Law, as well as the provisions issued for this purpose by the Commission.
XIII. to XVII.
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XVIII. ... It shall also be considered a public offering the offer made in terms of the previous paragraph, directed to certain classes of investors, in accordance with the provisions contained in this Law and in the general provisions issued for this purpose by the Commission.
XIX. to XXIV. ...
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Article 6.- ...
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... The dissemination of information related to securities subject to simplified registration, for purposes of promotion, marketing or advertising, will not require the approval of the Commission, provided that it complies with the provisions of the previous paragraph and is carried out through a stock exchange, in accordance with its internal regulations.
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Article 9 Bis.- The Secretariat, prior to the opinion of the Commission and the Bank of Mexico, shall establish general provisions in the matters of sustainable and sustainable development, as well as to strengthen gender equity, oriented to promote, inform and evaluate the adoption of best practices in these matters by publicly traded anonymous societies, anonymous societies promoting publicly traded investment, issuers, simplified issuers, stock exchange houses, stock exchanges, institutions for the deposit of securities, central counterparties of securities, price providers, societies that administer systems to facilitate operations with securities and securities rating institutions.
Article 10.- ...
I.
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II. Obtain registration in the Registry of any number or series of shares representing their share capital or credit titles that represent said shares, in which case they will have the status of publicly traded anonymous societies, except for securities subject to simplified registration.
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Article 19.- ...
I.
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a)
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b) Repealed
c) Repealed
d)
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II. to IV.
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Article 20.- ...
I.
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a)
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b) Repealed
c)
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II. Repealed
Article 21.- ...
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Repealed
Repealed
Article 22.- Anonymous societies that have shares representing the share capital or credit titles that represent said shares, registered in the Registry, shall form their social name freely in accordance with what is provided in article 88 of the General Law of Commercial Societies, additionally adding to their social name the expression "Bursátil", or its abbreviation "B".
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I. to V.
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Article 48.- ...
I. Are approved in an extraordinary general assembly of shareholders in which twenty percent or more of the social capital represented by the shareholders present did not vote against.
II. Repealed
III. Repealed
IV. ...
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Article 54.- Publicly traded anonymous societies shall make known through the stock exchange in which they are listed, the characteristics of the integration of their share capital and the rights or restrictions by series or class of their shares.
Repealed
Repealed
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Article 55.- Repealed
Article 55 Bis.- The shareholders' assembly of publicly traded anonymous societies and anonymous societies promoting publicly traded investment may delegate to the board of directors the power to increase the share capital and determine the terms of the subscription of shares, including the exclusion of the preferential subscription right in relation to the issuance of shares that are subject to delegation.
In the event that the shares issued in accordance with this article are offered exclusively to institutional and qualified investors or shareholders with preferential subscription rights, their placement will not require a placement prospectus, nor prior update in the Registry. The society carrying out the offer will disseminate to the public the terms of the capital increase and the subscription of issued shares, through the stock exchange in which its securities are listed. The dissemination of the terms of the capital increase may be carried out on the same day the offer is carried out.
Once the placement of the shares referred to in this article has been carried out, the issuer will request the update of its registration in the Registry, within the deadlines that the Commission determines through general provisions.
Article 56.- ...
I. to V. ...
VI. The requirements for the maintenance of the stock exchange in which its securities are listed are met.
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Article 70 Bis.- Legal entities may obtain and maintain the simplified registration of their securities in the Registry, provided that the following requirements are met:
I. It is carried out by simplified issuers that meet the characteristics determined by the Commission in the general provisions.
II. The amount of the issuance of said securities and the accumulated amount per issuer or settlor, in the case of fiduciary titles backed by assets, does not exceed the maximum established in the general provisions issued for this purpose by the Commission.
III. They are offered exclusively to institutional or qualified investors.
For the Commission to carry out the simplified registration of securities, it will suffice for the simplified issuer, together with the corresponding stock exchange, to request it from the Commission, provided that they attach the prior favorable opinion of said stock exchange, informing that the listing requirements established in its regulations have been met.
Likewise, with respect to said securities, the Commission shall refrain from reviewing the documentation integrated into the referred request.
Article 71.- ...
I. Securities registered in accordance with articles 85, 90 and 90 Bis of this Law.
II. and III.
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Article 73.- ...
I. General information of issuers or simplified issuers.
II. Registration of securities or securities subject to simplified registration.
III.
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Article 74.- The part of the folio relating to the general information of issuers or simplified issuers shall contain:
I. The registration number of the issuer or simplified issuer.
II. The name of the issuer or simplified issuer.
III. The type or nature of the issuer or simplified issuer.
IV. General data of the issuer or simplified issuer.
Article 75.- ...
I. to IX. ...
Modifications relating to the number, class, series, amount, term or rate and other characteristics of the securities will give rise to the update of the registration. In the case of securities subject to simplified registration, it will suffice for the simplified issuer, together with the corresponding stock exchange, to request it from the Commission.
Modifications relating to the number, class or series of the securities, derived from capital calls, will not require prior update of the registration in the Registry, being sufficient to notify the Commission, once the placement of the securities has been carried out and within the period established in the general provisions issued by the Commission, for the purpose of it carrying out the corresponding update.
Article 79.- ...
In view of the above, the content, accuracy, truthfulness and timeliness of the information and documentation correspond to the exclusive responsibility of the persons who sign them, and does not imply certification or any opinion or recommendation from the Commission, the placement intermediary or the stock exchange in question, regarding the solvency, liquidity or credit quality of the issuer or the goodness of the securities.
Article 81.- The obligations that this Law imposes on issuers and simplified issuers of securities registered in accordance with article 71, fractions I, II and III shall be enforceable while the registration of the securities registered in the Registry has not been cancelled by the Commission, in accordance with what is provided in this legal instrument.
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Securities registered in the Registry shall be deemed authorized as investment objects by institutional investors, when the financial laws applicable to them establish as a requirement, for such effect, the registration granted by the Commission. Without prejudice to the foregoing, institutional investors may only acquire said securities when their investment regime expressly provides for it.
Article 83.- ...
I. and II. ...
Public offerings of securities referred to in this Law will require prior authorization from the Commission, except those carried out with securities subject to simplified registration.
Article 85.- ...
I. to VII.
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The provisions of the previous paragraphs, as well as articles 87, 88 and 89 of this Law, shall not apply to securities subject to simplified registration, and they shall only be subject to the cases indicated in the articles that expressly indicate their application to said securities, as well as the provisions issued for this purpose by the Commission.
Article 86 Bis.- Legal entities seeking to obtain the simplified registration of their securities in the Registry must prepare, through the placement intermediary, in terms of article 177 Ter of this Law, a preliminary and definitive abbreviated placement prospectus or informational supplement, in accordance with the general provisions issued for this purpose by the Commission. In the case of simplified registration without a public offering, a preliminary and definitive informational brochure must be prepared, so that the provisions of article 90 of this Law shall not apply to them.
In the abbreviated placement prospectuses, informational supplements or informational brochures, a legend must be included in a prominent manner that expressly indicates that their simplified registration in the Registry does not imply certification regarding the goodness of said titles or regarding the solvency, liquidity, credit quality or future performance, by the Commission, as well as that the simplified issuer will not be supervised by the Commission by virtue of the referred registration, even if it is subject to supervision by any other circumstance.
Article 90 Bis.- For the purposes of the simplified registration of securities, it will be necessary for the placement intermediary to review the information and documentation relating to the simplified issuer and the corresponding to the securities subject to registration.
The information and documentation subject to review referred to in the previous paragraph shall be established in the manuals of the placement intermediaries, in accordance with the principle of self-regulation, observing what is established in the provisions issued for this purpose by the Commission.
Once said review has been carried out, the simplified issuer, together with the placement intermediary, shall request the corresponding stock exchange for the listing and the favorable opinion for registration in the Registry.
The corresponding stock exchange shall review that the information and documentation integrating the simplified registration request complies with the requirements established in its internal regulations and, if it determines so, shall issue its favorable opinion so that, jointly with the issuer, it requests the simplified registration from the Commission.
It will suffice for the Commission to have the favorable opinion of the corresponding stock exchange, for it to grant the simplified registration of the security in the Registry, producing effects in accordance with the second paragraph of article 81 of this Law.
Once the simplified registration in the Registry has been granted by the Commission, the stock exchange in question shall proceed to list the corresponding securities.
The Commission shall establish in the general provisions it issues regarding simplified registrations, differentiated regulation regarding the requirements that simplified issuers must meet at the time of obtaining registration in the Registry in relation to their equity, assets, liabilities or income, financing capacity, characteristics and transparency of their corporate governance and of the offer of the securities subject to simplified registration and even, recognizing various segments or market niches, it will also promote the greatest possible participation of small and medium-sized enterprises, in accordance with the general provisions issued for such purposes by the Commission.
The general provisions applicable to simplified issuers and securities subject to simplified registration must be approved and, if applicable, modified by the Board of Directors of the Commission.
The simplified registration referred to in this article shall have declarative effects and cannot be considered as a validation, confirmation, opinion, recommendation, or ratification of legal acts by the placement intermediary, the stock exchange in question or the Commission, regarding the securities subject to registration or the simplified issuer in question, their solvency, liquidity or credit quality, in accordance with the second paragraph of article 79 of this Law.
Article 91.- ...
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Legal entities seeking to obtain the simplified registration of their securities shall not request the Commission for their preventive registration, in any of its modalities, so that the provisions of articles 92 to 94 of this Law shall not apply to them.
Article 93.- ...
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I. to V. ...
VI. Investment funds in debt instruments, equity, capital and hedging, as well as specialized investment societies for retirement funds, in the case of shares representing their share capital.
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Article 95.- ...
Public acquisition offers of securities subject to simplified registration shall be subject to the mechanisms that the simplified issuers themselves establish in their bylaws, so that the provisions of articles 96 to 103 of this Law shall not apply to them.
Article 104.- ...
I. to VII. ...
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Stock exchanges shall regulate in their internal regulations the obligations, requirements, terms and conditions that the information referred to in this article must meet regarding simplified issuers, so that what is stated in articles 105 and 106 of this Law shall not apply to them.
The Commission shall establish in the applicable general provisions, the minimum content that the regulations of stock exchanges must establish regarding the information that simplified issuers must disseminate in compliance with the previous paragraph, as well as the cases in which investors may request, through the stock exchange in question, clarification of the information revealed by the simplified issuer of whose securities they are holders.
Article 105.- ...
I. to III. ...
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The Commission or the stock exchange in which the securities are listed shall have the power to require issuers to publish a relevant event when the information existing in the market, in the judgment of the Commission or the stock exchange in question, is insufficient, imprecise or confusing, or to rectify, ratify, deny or expand any event that has been disclosed by third parties to the public.
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Article 107.- ...
I. to IV.
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In the case of simplified issuers, the attribution of the Commission indicated in the previous paragraph shall be exercised prior to notice given by the stock exchange in which its securities are listed, in the terms and deadlines determined by the Commission itself, through the general provisions issued for this purpose.
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In the case of simplified issuers, the expansion indicated in the previous paragraph may be determined by the Commission, prior to a duly justified request made by the corresponding stock exchange, exhausting the right of hearing of the simplified issuer in question.
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Article 108.- ...
I.
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a) to c)
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The Commission may exempt from the obligation to carry out the public acquisition offer referred to in the previous paragraph, when the listing of the issuer's shares is suspended. The Commission shall establish in general provisions the requirements that issuers must meet for the case provided for in this paragraph.
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II. ...
III.
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Likewise, the Commission may cancel the registration of the securities referred to in the previous paragraph, when the issuer is not up to date in its obligations derived from the titles and, additionally, has failed to deliver the information referred to in article 104, fractions II and III, of this Law, during a fiscal year.
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Article 108 Bis.- The Commission shall cancel the simplified registration of securities in the Registry, when so requested by the simplified issuer or, if applicable, the corresponding stock exchange in the following cases:
I. At the request of the stock exchange, when so determined by the simplified issuer, prior agreement of its extraordinary general assembly of shareholders and is up to date in the obligations of the securities.
II. At the request of the stock exchange, when the simplified issuer has not complied with any of the obligations referred to in article 104 of this Law.
III. At the request of the simplified issuer, when extraordinary events occur that prevent the continuity of the business of the simplified issuer or the fulfillment of its obligations under its securities, in accordance with the regulations of the corresponding stock exchange, as well as with the provisions issued for this purpose by the Commission.
Stock exchanges, in accordance with the principle of self-regulation, shall establish in their regulations the cases, requirements and mechanisms, for the cancellation of the simplified registration of securities with or without an offer, being able to add to those mentioned in this article, in order to safeguard the interests of investors.
Article 115.- ...
I. and II. ...
III.
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a)
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b) The characteristics of the technological infrastructure, as well as the security measures to preserve the integrity of the information.
c) to f)
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IV. to VI. ...
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Article 171.- ...
I. Place securities through public offerings including securities subject to simplified registration, as well as provide their services in public acquisition offers. They may also carry out over-allotment and stabilization operations with the securities subject to public offering placement.
II. to VI. ...
VII. Promote or market securities. Regarding securities subject to simplified registration, the characteristics of the promotion or marketing services for such securities shall be carried out, in accordance with the general provisions issued by the Commission for this purpose.
VIII. to XXV. ...
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Article 177 Bis.- ...
I. to III.
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Broker-dealers shall be liable for damages and losses caused by non-compliance with the provisions of this article, understanding that the veracity of the information and documentation used for the structure of the operation shall be the exclusive responsibility of the issuer, and its non-compliance shall give rise to the corresponding legal liabilities.
Article 177 Ter.- Broker-dealers participating in the placement of securities subject to simplified registration shall be obligated to:
I. Review that the information and documentation referred to in Article 90 Bis complies with what is established in the manuals that the broker-dealers themselves must issue, in accordance with the provisions issued by the Commission, as well as what is established in the regulations of the stock exchange where the listing is intended to be carried out.
II. Structure the operations with securities subject to simplified registration, integrating, reviewing, and disseminating all necessary information for their issuance, as well as for their listing before the corresponding national stock exchange, in accordance with the general provisions issued by the Commission for this purpose and those incorporated in the corresponding manual.
III. Comply with what is provided in fractions I, II, and III of Article 177 Bis of this Law.
IV. The placement intermediary shall have the obligation to inform institutional or qualified investors about the risks inherent to securities subject to simplified registration, in accordance with the provisions issued by the Commission for this purpose.
Broker-dealers shall be liable for damages and losses caused by non-compliance with the provisions of this article, understanding that the veracity of the information and documentation used for the structure of the operation shall be the exclusive responsibility of the simplified issuer, and its non-compliance shall give rise to the corresponding legal liabilities.
Article 199.- The operations that broker-dealers enter into with their investing clientele and on their behalf shall be governed by the provisions contained in the stock brokerage intermediation contracts, which for this purpose may be executed in writing, by autograph signature, or by Data Message and electronic signature of the parties, granted in accordance with the Code of Commerce, unless, as a consequence of what is provided in this or other laws, a different form of contracting is established.
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Article 204.- ...
For the constitution of the stock pledge, it shall suffice the execution of the contract in writing, as well as requesting a securities depository institution to open or increase one or more accounts in which the securities subject to the pledge must be deposited as guarantee, without it being necessary to endorse and deliver the securities subject to the pledge, nor to annotate them in the records of the issuer or simplified issuer of the securities. The parties may guarantee one or more operations under the same contract.
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I. to IV.
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Article 215.- ...
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Broker-dealers, with prior authorization from the Commission, may invest in the share capital of investment companies, operating companies of investment companies, fintech institutions, retirement fund administrators, as well as in the share capital of specialized investment companies for retirement funds, under the terms of the applicable legislation and, when they do not form part of financial groups, in auxiliary credit organizations and exchange houses. Such entities may use identical or similar denominations, act jointly, and offer complementary services, as applicable for each entity.
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Article 225.- ...
To be investment advisors, registration before the Commission is required. Regarding natural persons, they must demonstrate that they have honorability and a satisfactory credit history, as well as the corresponding certification granted before a guild association recognized by the Commission as a self-regulatory body, in terms of the general provisions issued by the Commission.
For legal persons, they must be civil societies under common legislation, or anonymous societies or limited liability companies under the General Law of Commercial Societies and comply with the following requirements:
I. to III.
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IV. That they accompany their application with the list and information of the persons who directly or indirectly hold a participation in the share capital of the investment advisor, indicating the capital they will subscribe, the manner in which they will pay it, as well as the origin of the resources with which said payment will be made.
V. ...
VI. That they accompany with the application, the certification of their attorneys-in-fact, granted before a guild association recognized by the Commission as a self-regulatory body, in terms of the general provisions issued by the Commission, to provide portfolio administration services making investment decisions on behalf and for the account of third parties, as well as investment advisory services in securities, analysis, and issuance of individualized investment recommendations.
Legal person investment advisors, in the provision of their services, must hire the services of natural persons who hold the certification referred to in the preceding paragraph.
The Commission shall establish, through general provisions, the additional requirements to those provided in this Law, which investment advisors, both natural and legal persons, must fulfill to obtain registration.
VII. In their case, the requirements referred to in Article 225 Bis 1 of this Law.
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Repealed
The transfer of shares or social parts may only be effected to the person who meets the requirements indicated in fraction IV of this article, as well as those provided in the general provisions issued by the Commission, to be a shareholder of an investment advisor.
Investment advisors must inform the Commission of the transfer of any of their shares or social parts, or when one of the partners has transferred their rights, provided it is less than ten percent of their share capital, within three business days following the date the investment advisor has registered said transfer in the registry referred to in Article 128 of the General Law of Commercial Societies. For this purpose, investment advisors must provide documentation that accredits what is established in the preceding paragraph.
Investment advisors must request prior authorization from the Commission when it is intended to acquire ten percent or more of the share capital; for this case, they must present to the Commission the list of persons intending to acquire the shares indicating the capital they will subscribe, the manner in which they will pay it, as well as the origin of the resources with which said payment will be made, in terms of fraction IV of this article.
The Commission shall have a period of ninety business days to resolve on the authorization of the transfer of shares.
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Article 225 Bis.- Investment advisors constituted as anonymous societies in accordance with the General Law of Commercial Societies may request authorization from the Commission to act as founding partners of investment funds referred to in Article 30 of the Investment Funds Law.
Investment advisors who obtain the authorization referred to in the preceding paragraph may provide said investment funds with the service of portfolio administration of Investment Assets, making investment decisions on behalf and for the account of said funds, thereby being able to charge administration and performance commissions, in accordance with what is provided in this Law, the Investment Funds Law, and the general provisions issued by the Commission for this purpose.
The Commission shall establish, through general provisions, the minimum capital amount that investment advisors who obtain the authorization referred to in this article must maintain, which must be fully paid.
Investment advisors who obtain the authorization referred to in this article may exclusively carry out the activities of founding partner, in which case they are exempt from the requirement referred to in Article 225, second paragraph, fraction I, of this Law.
The Commission may revoke the authorization referred to in this article in accordance with the grounds established through general provisions, without this implying the cancellation of their inscription in the Registry referred to in Article 225 of this Law, unless the investment advisor carries out exclusively the activities of founding partner, in terms of the preceding paragraph.
The administration of investment advisors who obtain the authorization referred to in this article shall be in charge of a board of directors, whose form of integration shall be determined by the Commission through general provisions.
Article 225 Bis 1.- The application to obtain the authorization referred to in Article 225 Bis of this Law must be accompanied by the following:
I. Bylaws that provide, within their corporate purpose, the carrying out of the activities referred to in Article 225 Bis of this Law; as well as that, in the carrying out of their purpose, the investment advisor must comply with what is provided in this Law, the Investment Funds Law, and other applicable provisions.
II. General operating plan that includes at least:
a) The operations to be carried out in accordance with this Law and the Investment Funds Law, as applicable.
b) Security measures to preserve the integrity of information.
c) Geographic coverage provisions, indicating the regions and markets where operations are intended.
d) The financial feasibility study of the company.
e) The bases regarding its organization and internal control.
III. Manual of policies and procedures that must contain the norms determined by the Commission through general provisions.
IV. List and information of the persons who directly or indirectly intend to hold a participation in the share capital of the investment advisor, which must contain, in accordance with the general provisions issued by the Commission for this purpose, the following:
a) The amount of share capital that each of them will subscribe and the origin of the resources they will use for this purpose.
b) The financial situation, regarding natural persons, or the financial statements, regarding legal persons, in both cases for the last three years.
c) That which allows verifying that they have honorability and satisfactory credit and business history.
V. List of the probable directors, general manager, main executives, and auditor of the society, accompanied by information that accredits that they have honorability and satisfactory credit and business history.
VI. The other documentation and information required by the Commission for this purpose through general provisions.
Article 225 Bis 2.- The Commission, with prior right to be heard, may revoke the authorization referred to in Article 225 Bis in the following cases:
I. Repeatedly fail to comply with what is stated in the information prospectus to the investing public of the investment funds referred to in Article 30 of the Investment Funds Law.
II. Carry out operations on behalf of the investment funds referred to in Article 30 of the Investment Funds Law, other than those permitted by said Law.
III. When, due to causes attributable to those who provide valuation services of the shares representing the share capital of the investment funds, the operations carried out are not reflected in the accounting or in the valuation of the latter.
IV. Enter into a process of dissolution and liquidation.
V. If the investment advisor, through its legal representative, so requests.
VI. If the registration of the investment advisor is cancelled in accordance with the grounds established in Article 227 Bis of this Law.
VII. The others established for this purpose by the Commission through general provisions.
Article 226.- ...
I. Have a mandate that authorizes them to issue instructions to intermediaries of the securities market or financial institutions of the same type outside the same for the celebration of operations with securities on behalf and for the account of their clients, or be authorized for this effect in contracts celebrated by the client with such intermediaries or institutions. In any case, they must stipulate, in the mandate or the contract celebrated, the responsibilities derived from their services.
II. to VIII.
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IX. Comply with what is provided by Articles 188, fractions III and IV; 189, third paragraph, fractions I to III, fourth and fifth; 190, 191, except last paragraph; 193, 200, fractions II and VIII, second paragraph of this Law, as well as the general provisions issued by the Commission in terms of such articles. In the case of being investment advisors who are not independent, in addition to the above, the maximum limits referred to in Article 178 regarding the recommendations they formulate shall apply to them.
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The Commission may issue general provisions regarding the financial, administrative, and operational information, as well as that relative to the provision of their services, that investment advisors must present periodically and continuously, as well as the minimum information that must be disseminated regarding the administered investments.
Article 227.- ...
I. Receive any type of remuneration from issuers or simplified issuers for the promotion of the securities they issue or from persons related to such issuers.
II. to V.
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Article 227 Bis.- ...
I.
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II. If the investment advisor does not carry out the operations for which the registration referred to in Article 225 of this Law was granted, in a period of six months continuously. The same term shall apply to investment advisors who carry out exclusively the activities of founding partner, in terms of Article 225 Bis of this Law.
III. If their administrators or partners have intervened in operations that infringe the provisions of this Law or other norms derived from it.
IV. and V. ...
VI. Regarding investment advisors who carry out exclusively the activities of founding partner referred to in Article 225 Bis of this Law, when they operate with a minimum capital lower than that established by the Commission in general provisions and do not reconstitute it within the term fixed by the Commission.
VII. Regarding the persons referred to in the preceding fraction, when the Commission has revoked their authorization to operate as a founding partner, in terms of Article 225 Bis of this Law.
VIII. In compliance with what ordered by competent authority.
The cancellation of the registration will incapacitate the society to carry out the operations referred to in Articles 225 and 225 Bis, from the date in which it is notified. The cancellation of the inscription in the Registry will put the society in a state of dissolution and liquidation without the need for the agreement of the shareholders' assembly.
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Article 229.- ...
I. to IX. ...
Additionally, guild associations of intermediaries of the securities market or of investment advisors that obtain the recognition of self-regulatory body by the Commission may carry out, among others, certifications in terms of what is provided in Articles 141, 193, or 226, fraction VI, of this Law, provided that for this purpose they adjust to the general provisions established by the Commission for this purpose. When there are no self-regulatory bodies recognized by the Commission that comply with the mentioned provisions, the Commission may make the designations or grant the authorizations referred to in said legal provisions, without the need for such certification.
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Article 242.- The board of directors may establish the committees it deems necessary for the better performance of the society's functions, but in any case it must have committees in charge of the admission of members, the listing of issuers and simplified issuers, auditing, regulatory, surveillance, and sanctions. The audit committee must be presided over by an independent director.
Such committees shall be organized and function in accordance with the self-regulation norms established by the corresponding stock exchange.
Article 243.-
...
The documentation and records relative to the operations celebrated in the stock exchange, as well as the information provided to them by their members, the issuers or simplified issuers, must be preserved for a period of at least five years.
...
Article 244.- ...
I. to III. ...
IV. Establish special lists of securities called:
a) International quotation system, and
b) Securities subject to simplified registration.
The foregoing, in accordance with the general provisions issued by the Commission for this purpose and the internal regulations of the stock exchanges.
V. to VIII. ...
IX. Propose to the authorities the introduction of new products and facilities for the negotiation of securities, including those necessary for operations linked to securities subject to simplified registration.
X. to XII. ...
Article 247.- ...
I. to III. ...
IV. ...
The foregoing, considering among others, the type of issuer, the characteristics of the securities offer, or the type or class of securities, contemplating in a differentiated manner those requirements related to the financial situation of the issuer, corporate governance, the diversification of the securities, and other necessary elements to adapt them to the type of market linked to the listing section regime that corresponds and others necessary for the securities to have broad circulation.
...
V. to XIV. ...
...
Article 248.- ...
I. to III.
...
...
...
...
Stock exchanges may suspend the quotation or cancel the listing of securities subject to simplified registration, in the cases provided in fractions I to III of the first paragraph of this article, giving notice the same day to the simplified issuer and subjecting themselves, if applicable, to what is stated in Articles 107 and 108 Bis of this Law.
Article 249.- ...
Stock exchanges must make available to the public for consultation, free of charge and immediately, the information that issuers or simplified issuers provide them in compliance with what is established in this Law and other general provisions emanating from it.
Article 252 Bis.- ...
...
The general provisions referred to in the preceding paragraph shall have the object of generating a framework of legal certainty in the issuance of the authorizations referred to in the preceding paragraph, establish the framework of rights and obligations applicable both to the issuers, as well as to the simplified issuers whose public offers are listed, as well as to the Mexican stock exchanges that request the respective authorization, as well as ensure the adequate compliance with the guiding principles of the National Securities Registry, among others.
Article 282.- ...
...
Likewise, when stipulated by the issuer or simplified issuer, titles that do not carry attached coupons may be issued. In this case, the certificates issued by said institution shall serve as said coupons for all legal effects.
Issuers or simplified issuers shall have the obligation to issue and exchange the necessary titles, if applicable, with the respective coupons, when so required by the securities depository institution to attend to requests for withdrawal of securities deposited therein.
Securities depository institutions may act as attorneys-in-fact of the issuers or simplified issuers to carry out the acts referred to in the preceding paragraph.
Article 288.- ...
I.
...
The issuer or simplified issuer must comply before the securities depository institutions with the obligations incumbent upon them arising from the exercise of the patrimonial rights indicated above, on the day such obligations become due. Securities depository institutions shall credit such rights to their depositors on the next business day after they have made them effective.
...
II. When for the exercise of the rights referred to in the preceding fraction it is required that the holders of the securities custodied by the securities depository institutions contribute resources in cash, these must be delivered to them with an advance of no less than two business days prior to the expiration of the term decreed by the issuer or simplified issuer for said exercise. In case that the respective disbursements are not made within the mentioned term, the securities depository institutions shall not be obligated to exercise the corresponding rights, therefore they shall not have responsibility if they do not carry out the administration acts referred to.
Article 290.- ...
I. and II.
...
...
The certificates must refer expressly to the type and quantity of securities that they represent of the issuer or simplified issuer.
Article 325.- ...
I. to III.
...
IV. Determine and disseminate interest rate indices and instruments representing debt issued by issuers or simplified issuers.
V.
...
Article 338.- Credit rating institutions, in no case, may celebrate contracts regarding securities issued by issuers or simplified issuers with which their shareholders, directors, or executives involved in the credit quality rating process of said securities have conflicts of interest.
Article 339.- ...
Credit rating institutions must establish specific processes for the rating of securities subject to simplified registration, in accordance with the general provisions issued by the Commission.
...
...
Article 342.- Legal entities that request the registration of securities in the Registry, issuers, simplified issuers, brokerage houses, stock exchanges, securities depository institutions, and central securities counterparties, must observe what is provided in this Title regarding the requirements that the legal entity providing external audit services, as well as the external auditor signing the corresponding opinion on the financial statements, must meet.
Article 343.- ...
Additionally, said external auditors, the legal entity of which they are partners, and the partners or persons forming part of the audit team, must not fall under any of the circumstances of lack of independence established by the Commission, through general provisions, which consider, among other aspects, financial or economic dependency links, provision of additional services beyond auditing, and maximum periods during which external auditors may provide external audit services to legal entities requesting the registration of securities in the Registry, issuers, simplified issuers, brokerage houses, stock exchanges, securities depository institutions, and central securities counterparties.
Article 344.- Lawyers and independent experts who issue opinions under this Law must meet the requirements set forth in the provisions referenced in Article 343 of this Law, except regarding being a partner of a legal entity where they provide professional services. Such requirements shall also apply, insofar as relevant, to the legal entity providing professional services to the issuer or simplified issuer in question, of which they are partners or for which they work.
Additionally, the lawyers referred to in this provision may not maintain reciprocity agreements with the external auditors hired by the issuer or simplified issuer, when such agreements imply the existence of business relationships for the provision of their professional services that could result in conflicts of interest.
Article 345.- ...
...
For the case of simplified issuers, external auditors will provide the stock exchange on which their securities are listed with the reports and other elements of evidence supporting their opinions and conclusions. Likewise, if during the practice or as a result of the audit they find irregularities affecting the liquidity, stability, or solvency of the simplified issuer, they must notify the internal supervisory body of said issuer.
Article 346.- ...
External audit opinions and opinions from lawyers or independent external experts delivered to simplified issuers so that they, in turn, provide them to brokerage houses and stock exchanges, will have the same public disclosure effects indicated in the previous paragraph.
What is established in this article will also be applicable to opinions, reports, studies, and credit ratings prepared by experts, appraisers, rating agencies, and other persons providing their services to issuers or simplified issuers.
Article 347.- Persons providing external audit services, as well as opinions, reports, or opinions provided for in this Law, will be liable for damages and losses caused to the issuer or simplified issuer hiring them, when:
I. and II.
...
...
Article 351.- The Commission will have supervisory powers over issuers, and for this purpose, to verify compliance with this Law and the observance of general provisions emanating from it, conduct inspection visits and request all kinds of information and documentation related to the activities carried out by issuers, within the timeframes and in the manner established by the Commission itself. What is provided in this paragraph, as well as the provisions contained in Articles 354, 355, 356, 357, and 358 Bis of this Law, will not be applicable to simplified issuers.
The Commission will be authorized to recognize the accounting standards to which said issuers must adhere in the preparation and formulation of their financial statements or equivalents, being able to make distinctions by type of issuer, including simplified issuers. Likewise, the Commission may issue accounting standards in case the standards recognized under this paragraph are insufficient, there are different alternatives regarding an accounting treatment, or they do not reflect in a real and updated manner the financial situation of the issuers.
Additionally, the Commission may, with the exception of simplified issuers and to protect the interests of public investors:
I.
...
II.
...
...
Article 352.-
...
I. to IV.
...
...
Legal entities providing external audit services to simplified issuers, including partners or employees thereof forming part of the audit team, will not be subject to what is provided in this article.
Article 353.- ...
I. to III.
...
...
Lawyers issuing opinions required from simplified issuers will not be subject to what is provided in this article.
Article 360.- The Commission, in the exercise of the powers referred to in this Law, may indicate the form and terms in which financial entities, issuers, simplified issuers, and other natural or legal persons to whom it requests information, must comply with its requirements.
...
I. to V.
...
...
Article 362.- The knowledge of material events that have not been revealed to the public by the issuer or simplified issuer through the stock exchange on which their securities trade, constitutes privileged information for the purposes of this Law.
...
Article 363.- For the purposes of this Law, it is considered that the following have privileged information relative to an issuer or simplified issuer, unless proven otherwise:
I. Members and secretary of the board of directors, auditors, the general manager, and other relevant executives, as well as factors and external auditors of the issuer, simplified issuer, or legal entities controlled by it.
II. Persons who, directly or indirectly, own ten percent or more of the shares representing the social capital of an issuer, simplified issuer, or securities representing said shares.
III. Members and secretary of the board of directors, auditors, the general manager, and other relevant executives, factors, and external auditors or equivalents of the foregoing, of legal entities that, directly or indirectly, own ten percent or more of the social capital of the issuer or simplified issuer.
IV. Members and secretary of the board of directors, auditors, the general manager, and executives occupying the hierarchical level immediately below this, the regulatory controller, factors, and employees, or equivalents of the foregoing, of securities market intermediaries or persons providing independent or personal services subordinate to an issuer or simplified issuer, in any material event constituting privileged information, as well as of the legal entity, whether or not it has the character of issuer or simplified issuer, that had any relationship or financial, administrative, operational, economic, or legal link with the issuer or simplified issuer to whom the material event in question is attributed, or that had participated in any capacity in the act, fact, or event relative to said event.
V. Shareholders who, directly or indirectly, own five percent or more of the social capital of financial entities, when these have the character of issuers or simplified issuers.
VI. Shareholders who, directly or indirectly, own five percent or more of the social capital of controlling societies of financial groups, as well as those who directly or indirectly own ten percent or more of the social capital of other financial entities, when all of them form part of the same financial group and at least one of the members of the group is the issuer or simplified issuer.
VII.
...
VIII. The person or group of persons who have significant influence in the issuer or simplified issuer and, where applicable, in the societies forming the business group or consortium to which the issuer or simplified issuer belongs.
IX. Persons who exercise command power in the issuer or simplified issuer.
X.
...
a) to d)
...
...
...
Article 364.- ...
I. To carry out or instruct the celebration of operations, directly or indirectly, on any class of securities issued by an issuer or simplified issuer, or securities representing them, whose quotation or price may be influenced by such information as long as it has the character of privileged. Such restriction will also be applicable to optional titles or financial derivative instruments that have said securities or titles as underlying assets.
II.
...
III. To issue recommendations on any class of securities issued by an issuer or simplified issuer, or securities representing them, whose quotation or price may be influenced by such information as long as it has the character of privileged. Such restriction will also be applicable to optional titles or financial derivative instruments that have said securities or titles as underlying assets.
...
...
The action provided for in the previous paragraph will prescribe in five years counted from the celebration of the operation. For this purpose, the Commission must provide the judicial authority hearing the corresponding process with all necessary documentation for the instruction thereof. In case the operation involves securities of simplified registration, it will be the stock exchange on which they have been listed that must provide the competent judicial authority with the information required for the instruction of the procedure.
...
Article 365.- Persons referred to in fractions I to IX of Article 363 of this Law will be prohibited from acquiring, directly or indirectly, securities issued by an issuer or simplified issuer to which they are linked or securities representing them, during a period of three months counted from the last disposal they may have carried out on the securities or securities indicated. This prohibition will also be applicable to disposals, but with respect to the last acquisition they may have effected.
...
I. and II.
...
III. Represent acquisitions or disposals of securities carried out by executives or employees of an issuer, simplified issuer, or legal entities controlled by it, acquired by reason of the exercise of options derived from benefits or plans granted to employees, previously approved by the shareholders' assembly of the issuer or simplified issuer in question and providing general and equivalent treatment for executives or employees maintaining similar working conditions.
IV.
...
V. ...
a) Corporate restructurings such as mergers, spin-offs, acquisitions, or sales of assets representing at least ten percent of the assets and sales of the previous fiscal year of the issuer or simplified issuer.
b) Recompositions in the shareholding of the issuer or simplified issuer, when dealing with volumes greater than one percent of its social capital.
c) and d) ...
e) Disposals of securities of a series so that with the resources obtained, securities of another series of the same issuer or simplified issuer are acquired.
f) ...
What is provided in the first paragraph of this article will be applicable to operations with optional titles or financial derivative instruments that have as underlying assets the securities issued by the issuer, simplified issuer, or securities representing them.
...
Article 366.- Persons referred to in fractions I to IV of Article 363 of this Law and fiduciaries of trusts constituted to establish employee stock option plans and pension, retirement, or seniority bonus funds for personnel of an issuer, simplified issuer, or legal entities controlled by it, and any other fund with similar purposes, constituted directly or indirectly by said issuer or simplified issuer, may only dispose of or acquire from the issuer or simplified issuer with which they are linked, the shares representing its social capital or the securities representing them, through public offer or auctions authorized by the Commission or those carried out directly by simplified issuers.
Persons and fiduciary institutions referred to in this article, prior to the negotiation of operations, must consult with the issuer or simplified issuer with which they are linked, in accordance with the policies, guidelines, or mechanisms established for this purpose, if it has transmitted or intends to transmit orders to acquire or place shares representing its social capital or securities representing them, in which case, such persons and fiduciary institutions will abstain from sending buy or sell orders, as appropriate, unless it concerns public offers.
The absence of such policies, guidelines, or mechanisms will not excuse the persons and fiduciary institutions mentioned above from their obligation to carry out the consultation referred to in the immediate preceding paragraph, in any case, through the responsible person designated by the issuer or simplified issuer to operate its buyback fund, prior to the negotiation of operations.
What is provided in this article will be applicable to operations with optional titles or financial derivative instruments that have as underlying assets shares representing the social capital of the issuer or simplified issuer, or securities representing them.
Article 367.-
...
I. Transfers of shares that the issuer in question carries out to fiduciary institutions of irrevocable trusts, which are constituted with the sole purpose of establishing employee stock option plans and pension, retirement, or seniority bonus funds for personnel of an issuer or simplified issuer, legal entities controlled by it or controlling it, and any other fund with similar purposes, provided that the issuer or simplified issuer communicates such circumstance to the public prior to the carrying out of said transfers, making known the conditions and causes motivating them and complying with the general provisions issued by the Commission.
Employee stock option plans and pension, retirement, or seniority bonus funds for personnel of an issuer or simplified issuer, or legal entities controlled by it, and any other fund with similar purposes, must be previously approved by the shareholders' assembly of the issuer or simplified issuer in question and provide general and equivalent treatment for employees maintaining similar working conditions.
II. Placement operations that the issuer or simplified issuer in question carries out with the persons and fiduciary institutions referred to in the first paragraph of this article, when such persons or institutions exercise rights derived from optional purchase titles liquidable in kind issued by the issuer or simplified issuer, whose underlying corresponds to the shares of the issuer or simplified issuer, or securities representing them. The foregoing, provided that the optional titles have been acquired in the secondary market by a person other than the issuer or simplified issuer, or in public offer.
III. Acquisitions or placements of own shares or securities representing said shares, that the issuer or simplified issuer in question carries out with the fiduciary institutions mentioned in this article, provided that the following conditions are met:
a) That the fiduciary institutions prove having ordered the presentation on the stock exchange of buy or sell bids on the shares of the issuer or simplified issuer, or securities representing said shares, as well as the maintenance of said bids, for a minimum period of one hour, in the corresponding stock session.
b) That the issuer or simplified issuer makes known to the public, through the means established by the stock exchange, its intention to participate in an auction operation, at least ten minutes before the transmission to the stock exchange of the bids derived from its orders.
c)
...
IV. Acquisitions or placements that the issuer carries out with the persons referred to in Article 363, fractions I and II, of this Law, in compliance with stipulations contained in agreements or contracts recognized in the statutes of the issuer or simplified issuer in question, in which rights are established in favor of strategic partners whose holding of securities is restricted up to a certain percentage of the social capital, provided that the issuer or simplified issuer communicates such circumstance to the stock exchange, through the means established by the latter.
...
Article 368.- The dissemination of false or misleading information about securities, or regarding the financial, administrative, economic, operational, or legal situation of an issuer or simplified issuer, is prohibited, through placement prospectuses, supplements, brochures, reports, and other informational documents, and in general, through any mass communication medium.
It will be considered that there is dissemination of misleading information, unless proven otherwise, when in some placement prospectus, supplement, brochure, report, material event disclosure, and other informational documents, relevant information has been omitted, either totally or partially, by an issuer or simplified issuer, securities market intermediaries, investment advisors, external auditors, lawyers, independent experts, price providers, and securities rating agencies, within their competence, or if erroneous information has been included. The foregoing will not be applicable when it concerns information whose disclosure is prohibited in applicable legislation or regulation.
Article 369.- The dissemination or delivery of false or misleading information about securities, financial products, or regarding the financial, administrative, economic, operational, or legal situation of an issuer or simplified issuer, is prohibited by securities market intermediaries, their agents, or investment advisors. The same prohibition will be applicable regarding advised or non-advised services in terms of Articles 191 and 200, fraction I, fourth and fifth paragraphs of this Law, or any other service provided by securities market intermediaries, their agents, or investment advisors.
...
Article 370 Bis.- ...
...
The prohibition established in this article will also be applicable to members of the board of directors, general manager, or equivalent, and other executives of simplified issuers.
Article 371.- ...
I. to VI.
...
VII. Simplified issuers.
VIII. Investment advisors.
Article 388.- The crimes provided for in this Law will only be prosecuted at the request of the Secretariat, prior to the opinion of the Commission; except for the crimes provided for in Articles 375, 377, 383, when dealing with operations related to simplified issuers, 384, and 386 of this Law, in which case the victims, offended parties, or holders of the accounts in question, may also file the complaint directly.
For the exercise of the criminal action related to the crime provided for in Article 383, when dealing with operations related to simplified issuers, the prosecutor's office may request a technical opinion from the Secretariat for the purpose of assessing whether the elements incorporated into the corresponding investigation file corroborate or not the indicated criminal type.
...
...
...
...
...
...
Article 392.- ...
I. and II.
...
III. ...
a) to h)
...
i) Repealed
j) to ac)
...
IV. to IX.
...
...
...
...
...
...
...
...
TRANSITIONAL PROVISIONS OF THE SECURITIES MARKET LAW
Sole.- The National Banking and Securities Commission must issue the General Provisions referred to in this Decree within a period not exceeding 365 natural days counted from the day following its entry into force.
Article Second.- Articles 1, second paragraph; 5 Bis, second paragraph; 6, fraction IV; 11, fraction IV; 14, second paragraph; 14 Bis 2, second paragraph; 15, second paragraph; the denomination of Title Second, Chapter Tenth, to read "Of Hedge Investment Funds"; 30; 31; 32, third paragraph; 34 Bis 2, fraction V; 39, third paragraph; 44, second paragraph; 45, second paragraph; 53, first paragraph; 60, first paragraph; 77 Bis 1, first paragraph; 86, fraction VIII; 88, first paragraph; 89; 90, first paragraph; 90 Bis; are reformed; and Articles 15, with a third paragraph, renumbering the subsequent ones in order; 30 Bis; 39 Bis 6; of the Investment Funds Law are added, to read as follows:
Article 1.- ...
In the application of this Law, authorities must promote the development of investment funds, their balanced development, and the establishment of conditions tending towards the achievement of the following objectives:
I. to V.
...
Article 5 Bis.- ...
What is provided in the previous paragraph is excepted for investment fund operating societies, investment fund share distributors, investment fund share valuation societies, investment advisors obtaining the authorization referred to in Article 225 Bis of the Securities Market Law, investment societies specialized in retirement funds referred to in this Law, fiduciary exchange-traded funds for development, real estate, or indexed funds issued, in accordance with the provisions of the Securities Market Law, as well as investment fund associations
investment and other persons authorized by the Commission for these purposes, provided they do not
perform operations typical of investment funds or distributor and valuation operators indicated.
Article 6.- ...
I. to III.
...
IV. Of coverage.
...
...
Article 11.- ...
I. to III.
...
IV. Analyze and evaluate the result of the investment fund's management, as well as evaluate at least once
a year the performance of the service providers hired; establish mechanisms to
notify the shareholders of the investment funds of the result of said evaluation and, if applicable, the
substitution of said service providers.
V. to VII. ...
Article 14.- ...
Operating companies or persons who provide distribution services of investment fund shares shall implement on their behalf mechanisms that allow their shareholders to have timely information regarding the percentage and value of their shareholding, in order to comply with what is provided in this article.
Article 14 Bis 2.- ...
I. to V.
...
Shareholders of the variable part of the social capital of investment funds will not have the rights provided for in articles 144, 163, 184 and 201 of the General Law of Commercial Companies. Notwithstanding the foregoing, the bylaws of capital or hedge investment funds may provide for corporate rights and other economic rights for shareholders of the variable part of the social capital, as well as the right to oppose decisions taken by the board of directors of the operating company of investment funds that administers them, with respect to the capital or hedge investment fund itself. The rights referred to in this paragraph shall be exercised under the terms and conditions agreed upon in the bylaws.
...
...
Article 15.- ...
I. to VII.
...
In carrying out the operations referred to in this article, investment funds shall be subject to
general provisions issued by the Commission, except for repo operations,
lending of securities, loans and credits, issuance of securities and the celebration of financial operations
known as derivatives and with foreign currency, in which case they must comply with the general provisions issued for this purpose by the Bank of Mexico, in which maximum limits may be established on the amounts of such operations based on the characteristics of the assets subject to investment and those of the fund itself, as well as the market situation.
The general provisions applicable to hedge investment funds must be
approved and, if applicable, modified by the Board of Directors of the Commission.
...
...
...
Tenth Chapter
Of hedge investment funds
Article 30.- Hedge investment funds may operate with any Investment Asset,
provided that they define so in their information prospectus to potential investors,
implementing investment strategies that may be subject to change according to market circumstances or the needs of the fund itself, which may include within these loans, credits or other liability-generating operations that they may obtain in accordance with what is stated in article 15 of this Law and which, together, allow them to manage risks as a result of diversification in activities, operations and strategies.
Article 30 Bis.- As an exception to what is provided in article 5, the shares representing the social capital of hedge investment funds may only be offered to qualified and
institutional investors.
Additionally, this type of fund will not be obligated to establish the maximum holding limits
provided for in article 14 of this Law. Notwithstanding the foregoing, they will be obligated to implement
mechanisms that allow their shareholders to have timely information regarding the percentage and value of
their shareholding.
Article 31.- The investments made by funds of this type shall be subject to the regime established by the Commission through general provisions and to the information prospectuses for public investors, without prejudice to the fact that temporarily uninvested resources shall be destined to the establishment of money deposits, as well as to the acquisition of shares representing the social capital of variable income investment funds or in debt instruments, and of securities, titles and documents subject to investment of investment funds in debt instruments.
Hedge investment funds must define their investment strategy aligning with their investment policy. This strategy may be flexible in terms of liquidity, selection and, if applicable,
diversification or specialization of Investment Assets.
The information prospectus for public investors shall include information on the criteria that the
operating company of investment funds or the investment advisor managing hedge funds has decided to apply in the valuation of Investment Assets, the possible existence of conflicts of
interest when carrying out operations with related parties, as well as the minimum advance notice periods for the notification of purchases and sales of shares representing their social capital by investors.
Article 32.-
...
I. to IX.
...
...
Capital investment funds will not be obligated to hire the services indicated in fractions II, IV, V and VIII of this article, but in any case they must comply with the valuation matters established in article 44 of this Law. The Commission may exempt, through general provisions, hedge investment funds from hiring some of the services referred to in this provision. Capital and hedge investment funds will be obligated to hire the services of independent external audit.
...
...
Article 34 Bis 2.- ...
I. to IV.
...
V. That the systems and accounting of the investment fund are adequate. For the purposes of the foregoing,
it must propose to the board of directors of the operating company of investment funds the processes or
procedures to carry out the function referred to in this fraction. What is provided in this fraction will not be
applicable in the case of capital or hedge investment funds, and
VI.
...
...
...
Article 39.- ...
I. to IV.
...
...
The operations referred to in fractions I and III of this article that operating companies
carry out in connection with the provision of services they grant to investment funds, must be
carried out with the intermediation of brokerage houses or credit institutions whose regime allows them to operate with the Investment Asset in question, in accordance with applicable provisions. In cases where, due to applicable regulation, they are not susceptible to intermediation by brokerage houses or credit institutions, they may be carried out directly by operating companies. The intermediation carried out by operating companies with the shares representing the social capital of investment funds may be carried out directly, as well as with those securities that the Bank of Mexico, through general provisions, allows them to operate in such terms.
...
...
Article 39 Bis 6.- Investment advisors referred to in article 225 of the Securities Market Law who have the authorization of article 225 Bis of the same Law, may be the founding partner of the investment funds referred to in article 30 of this Law and will provide them with asset administration services, as an exception to what is established in article 39.
To the shareholders' meeting, the board of directors and the statutory auditor of the investment advisors acting as founding partners of said investment funds, the functions assigned, respectively, the functions referred to in article 10 of this Law will correspond.
The board of directors of the investment advisor referred to in this article will have delegated the powers applicable to the board of directors of operating companies of investment funds, with respect to the investment funds to which they provide asset administration services.
In the provision of these services, the investment advisor may hire third parties who have the legal and technical capacity to carry out their activities.
Additionally, for the performance of the surveillance activities of investment funds established for the regulatory controller, they may hire a legal entity, which provides the service through natural persons who have the corresponding certification from the self-regulatory body and who demonstrate having honorability and satisfactory credit history.
Article 44.- ...
In the case of capital and hedge investment funds, the price of the shares
representing their social capital may be determined by valuation companies or by valuation committees designated by them. The Commission will establish through general provisions the frequency with which the valuation of the shares representing the social capital of these investment funds must be carried out.
...
...
...
...
...
Article 45.- ...
What is stated in this article will not be applicable to capital and hedge investment funds
when so determined by the Commission, through general provisions.
Article 53.- Operating companies of investment funds, companies distributing shares of investment funds, entities providing the service of distribution of shares of investment funds, valuation of shares of investment funds and investment advisors who have the authorization referred to in article 225 Bis of the Securities Market Law
will be liable for damages and losses caused to the investment fund that hires them, when such damages and losses are the product of a fraudulent or intentional act, or of inexcusable negligence.
...
I. and II.
...
Article 60.- Operating companies of investment funds, companies distributing shares of
investment funds and entities providing the service of distribution of shares of investment funds, when carrying out operations with public investors, may agree on the use of automated or telecommunications equipment and systems, provided that the following is established in the respective contracts:
I. to III.
...
...
...
Article 77 Bis 1.- The Commission through general provisions will indicate the bases to which
the approval of the financial statements of investment funds by the board of directors of the operating company of investment funds that provides them with services will be subject; their dissemination through the electronic page of the worldwide network called Internet on the site of the operating company of investment funds that administers them, or in any other means of communication including electronic, optical or any other technology, as well as the procedure to which the review carried out by the Commission itself will be subject. Such publications will be the strict responsibility of the administrators who have approved the authenticity of the data contained in said financial statements.
Such persons must ensure that the financial statements reveal the true financial situation of the
investment funds and will be subject to the corresponding sanctions in the event that the publications do not comply with this situation. Additionally, the external auditor of the operating companies of investment funds that manage variable income and debt instrument investment funds, in the opinion on their financial statements, must include an opinion on the reasonableness of the accounting process and of the financial statements of the investment funds in question. In the case of capital and hedge investment funds, the external auditor hired by the operating company of investment funds that provides them with services must additionally audit their financial statements, complying with what is provided in articles 77, third and last paragraphs and 77 Bis of this Law.
...
Article 86.- The infractions referred to in this article will be sanctioned as follows:
I. to VII. ...
VIII. Fine of 5,000 to 20,000 days of salary, to operating companies of investment funds,
companies distributing shares of investment funds and entities providing the service of
distribution of shares of investment funds, that infringe what is provided in fraction VII of article 80 of
this Law and the general provisions emanating from this;
IX. to XIV. ...
...
Article 88.- Persons who carry out acts reserved by this legal framework in articles 5, 39, 39 Bis, 39 Bis 6, 40, 40 Bis and 44 to investment funds, operating companies of investment funds or distributors of shares of investment funds, as applicable, will be sanctioned with imprisonment of five to fifteen years, provided that they do not have the corresponding authorization under the terms of this Law.
...
Article 89.- Persons who perform managerial functions, jobs, positions or commissions in an investment fund, operating company of investment funds or investment advisor who has the authorization referred to in article 225 Bis of the Securities Market Law, who dispose of the assets forming the equity of the investment fund to which they belong, applying them for purposes other than those foreseen in the information prospectus to public investors, will be sanctioned with imprisonment of five to fifteen years.
Article 90.- Members of the board of
directors, executives, officials, employees, attorneys to carry out operations with the public,
statutory auditors or external auditors of an investment fund, operating company of investment funds or investment advisor who has the authorization referred to in article 225 Bis of the Securities Market Law, who intentionally:
I. and II.
...
Article 90 Bis.- Persons who hold any position, mandate, commission or any other legal title that, for the performance of the activities and operations corresponding to operating companies of investment funds, companies distributing shares of investment funds, companies valuing shares of investment funds and investment advisors who have the authorization referred to in article 225 Bis of the Securities Market Law,
these have granted them, will be considered
as officials or employees of said companies, for the purposes of the administrative and penal responsibilities established in this Section.
TRANSITORY PROVISIONS OF THE INVESTMENT FUNDS LAW
First.- The National Banking and Securities Commission must issue the General Provisions referred to in this Decree within a period not exceeding 365 natural days counted from the day following its entry into force.
Second.- The Bank of Mexico must issue the General Provisions referred to in this
Decree within a period not exceeding 365 natural days counted from the day following its entry into
force.
Transitory
Sole.- This Decree will enter into force the day following its publication in the Official Gazette of the Federation.
Mexico City, November 15, 2023.- Sen. Ana Lilia Rivera Rivera, President.- Dip. Marcela
Guerra Castillo, President.- Sen. Verónica Noemí Camino Farjat, Secretary.- Dip. Pedro Vázquez
González, Secretary.- Signatures. "
In compliance with what is established in fraction I of Article 89 of the Political Constitution of the United Mexican States, and for its proper publication and observance, I issue this Decree at the Residence of the Federal Executive Power, in Mexico City, on December 21, 2023.- Andrés Manuel López Obrador.- Signature.- The Secretary of the Interior, Luisa María Alcalde Luján.- Signature.
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