Law to Regulate Financial Groups

LAW TO REGULATE FINANCIAL GROUPS
Published in the Official Gazette of the Federation on January 10, 2014.
Updated with reforms published in the same Gazette on March 9, 2018, January 24, 2024, and November 14, 2025.

LAW TO REGULATE FINANCIAL GROUPS
INDEX

FIRST TITLE
Of Preliminary Provisions

SECOND TITLE
Of the Organization of Holding Companies and the Constitution and Operation of Financial Groups
CHAPTER I
Of Organization
CHAPTER II
Of Operation
CHAPTER III
Of Administration
SECTION I
Of the Duty of Diligence
SECTION II
Of the Duty of Loyalty and of Illicit Acts or Facts
SECTION III
Of Liability Actions
CHAPTER IV
Of Supervision
CHAPTER V
Of the Management, Conduct, and Execution of Corporate Business
CHAPTER VI
Of Shareholders' Meetings and Shareholders' Rights

THIRD TITLE
SINGLE CHAPTER
Of Subsidiaries of Foreign Financial Institutions

FOURTH TITLE
Of the Offer of Joint Services
SINGLE CHAPTER
Of the Use of Facilities and the Joint Offer of Financial Services

FIFTH TITLE
Of the Investments of the Holding Company
CHAPTER I
Of the Investments of the Holding Company in General
CHAPTER II
Of Investments in Financial Entities that are not Part of the Financial Group
CHAPTER III
Of Investments in Service Providers and Real Estate Companies

SIXTH TITLE
Of the Protection of Public Interests
CHAPTER I
Of Regulation and Supervision
CHAPTER II
Of Responsibilities and Corrective Measures

SEVENTH TITLE
Of the Revocation, Liquidation, Separation, and Intervention of Financial Groups
CHAPTER I
Of Revocation
CHAPTER II
Of Dissolution, Liquidation, and Commercial Bankruptcy
CHAPTER III
Of Intervention

EIGHTH TITLE
Of Administrative Procedures
CHAPTER I
Preliminary Provisions
CHAPTER II
Of the Imposition of Administrative Sanctions
CHAPTER III
Of Crimes
CHAPTER IV
Of Notifications

NINTH TITLE
Of the Councils for the Coordination of Financial Authorities
CHAPTER I
Of the Coordination Councils for the Development of the Financial System
CHAPTER II
Of the Council for the Stability of the Financial System
CHAPTER III
Of the National Council for Financial Inclusion
CHAPTER IV
Of the Financial Education Committee
CHAPTER V
Of the Exchange of Information

Transitory Provisions
Statement of Reasons
References

ARTICLE FIFTY-FIRST. The "Law to Regulate Financial Groups" is hereby enacted.

FIRST TITLE
Of Preliminary Provisions

Article 1. This Law is of public order and of general observance in the United Mexican States and its purpose is to regulate the organizational basis of Holding Companies and the operation of Financial Groups, as well as to establish the terms under which they shall operate, seeking the protection of the interests of those who enter into transactions with the financial entities that are part of said Financial Groups.

Article 2. The financial authorities, each within the scope of their respective competence, shall exercise their powers striving for: the balanced development of the country's financial system, with appropriate regional coverage; adequate competition among participants in said system; the provision of integrated services in accordance with sound practices and financial usages; the promotion of internal savings and their adequate channeling into productive activities; as well as, in general, that the cited system contributes to the healthy growth of the national economy.

(1) Article 3. Financial entities shall not use names identical or similar to those of other financial entities, act jointly, offer complementary services, nor, in general, present themselves in any way as part of Financial Groups, unless they are part of Financial Groups that are organized and operate in accordance with the provisions of this Law. Institutions regulated under the Law to Regulate Financial Technology Institutions shall not use names identical or similar to those of other financial entities, even if they are part of Financial Groups.

Without prejudice to what is provided in the first paragraph, financial entities and their subsidiaries may use identical or similar names, act jointly, and offer complementary services, only when so provided by the special laws governing them and subject to the provisions contained in said laws.

Article 4. In matters not provided for by this Law, the following shall apply subsidiarily, in the following order:
I. Commercial legislation;
II. Commercial usages and practices;
III. Federal civil legislation;
IV. The Federal Administrative Procedure Law regarding the processing of appeals referred to in this Law, and
V. The Federal Tax Code regarding the updating of fines.

The financial entities that are part of Financial Groups shall be governed by the provisions of the financial laws applicable to them.

Article 5. For the purposes of this Law, the following shall be understood:
I. Supervisory Commission, the National Banking and Securities Commission, the National Insurance and Bonds Commission, or the National Retirement Savings System Commission that is responsible for supervising the general operation of the Financial Group in question, in terms of Article 102 of this Law.
II. Consortium, the set of legal entities linked to each other by one or more natural persons who, forming a Group of Persons, have Control of the former.
III. Control, the capacity of a person or Group of Persons to carry out any of the following acts:

a) Impose, directly or indirectly, decisions in the general shareholders' meetings, partners' meetings, or equivalent bodies; b) Appoint or remove the majority of the board members, administrators, or their equivalents, of a legal entity; c) Maintain the ownership of rights that allow, directly or indirectly, to exercise voting rights with respect to more than fifty percent of the shares representing the social capital of a legal entity; d) Direct, directly or indirectly, the administration, strategy, or main policies of a legal entity, either through the ownership of securities, by contract, or in any other way, or e) Control by any other means the legal entity in question.

IV. Relevant Executives, the general manager of a Holding Company, of each of the financial entities that make up a Financial Group, or of the Sub-holding Companies, as well as natural persons who, holding an employment, position, or commission in the Holding Company, in the financial entities, or in legal entities in which the Holding Company exercises Control, make decisions that significantly transcend the administrative, financial, operational, or legal situation of the Holding Company itself or of the Financial Group to which it belongs, without the board members of the Holding Company being included in this definition.

V. Group of Persons, the persons who have agreements, of any nature, to make decisions in the same direction. It is presumed, unless proven otherwise, that they constitute a Group of Persons:
a) Persons who have kinship by blood, affinity, or civil law up to the fourth degree, spouses, concubines, and concubines. b) Companies that are part of the same Consortium or Business Group and the person or group of persons who have Control of said companies.

VI. Business Group, the set of legal entities organized under schemes of direct or indirect participation in social capital, in which the same company maintains Control of said legal entities. Financial Groups constituted in accordance with this Law shall also be considered as Business Groups.

VII. Financial Group, that grouping integrated by the Holding Company and by financial entities, authorized by the Ministry to function as such, in terms of Article 11 of this Law.

VIII. Real Estate Companies, legal entities that own properties intended for offices of the Holding Company or of the other members of the Financial Group.

IX. Institutional Investors, insurance and bonds institutions, only when they invest their technical reserves; investment funds; specialized investment societies for retirement funds; pension or retirement funds for personnel, complementary to those established by the Social Security Law and for seniority premiums, which meet the requirements set forth in the Income Tax Law, as well as others that the Ministry expressly authorizes as such, hearing the opinion of the National Banking and Securities Commission.

X. Related Parties, those with respect to a Holding Company that fall under any of the following situations:
a) Persons who exercise Control in a financial entity or legal entity that is part of the Business Group or Consortium to which the Holding Company belongs, as well as the board members or administrators of the members of the Financial Group and the Relevant Executives. b) Persons who have Command Power in a financial entity or legal entity that is part of the Business Group or Consortium to which the Holding Company belongs. c) The spouse, concubine, or concubine and persons who have kinship by blood, affinity, or civil law up to the fourth degree, with natural persons who fall under any of the situations indicated in the previous sub-paragraphs a) and b), as well as partners and co-owners of the natural persons mentioned in said sub-paragraphs with whom they maintain business relationships. d) Financial entities and legal entities that are part of the Business Group or Consortium to which the Holding Company belongs. e) Legal entities over which any of the persons referred to in the previous sub-paragraphs a) to c) exercise Control.

XI. Command Power, the factual capacity to decisively influence the agreements adopted in the shareholders' meetings or board sessions or in the management, conduct, and execution of the business of a Holding Company, of the financial entities, or legal entities in which Control is exercised. It is presumed that they have Command Power in a legal entity, unless proven otherwise, persons who fall under any of the following situations:
a) Shareholders who have Control. b) Individuals who have links with a Holding Company or with the financial entities or legal entities that are part of the Business Group or Consortium to which it belongs, through lifetime, honorary positions, or with any other title analogous or similar to the foregoing. c) Persons who have transferred Control of the legal entity under any title and gratuitously or at a value lower than market or book value, in favor of individuals with whom they have kinship by blood, affinity, or civil law up to the fourth degree, the spouse, concubine, or concubine. d) Those who instruct board members of the legal entity or Relevant Executives to make decisions or execute operations in a company or in the legal entities in which Control is exercised.

XII. Service Providers, companies that provide complementary or auxiliary services to the Holding Company itself or to the other members of the Financial Group.

XIII. Ministry, the Ministry of Finance and Public Credit.

XIV. Holding Company, the anonymous company authorized by the Ministry to organize itself as such, in terms of this Law.

XV. Sub-holding Company, the anonymous company whose exclusive purpose is to acquire and administer shares of financial entities, Service Providers, and Real Estate Companies, in terms of what is provided in this Law and in which the Holding Company has a shareholding participation of at least fifty-one percent, provided that it has Control thereof.

The terms mentioned above may be used in singular or plural, without this implying a change in their meaning.

Article 6. The Federal Executive, through the Ministry, may interpret for administrative purposes the provisions of this Law, as well as the general nature provisions issued by the Ministry itself in the exercise of the powers conferred upon it by this Law.

Article 7. Unless another term is established in specific provisions, this term shall not exceed ninety days for administrative authorities to resolve what corresponds. Upon expiration of the applicable term, resolutions shall be understood to be negative to the petitioner, unless the applicable provisions provide otherwise. At the request of the interested party, a record of such circumstance shall be issued within two business days following the presentation of the respective application to the competent authority that must resolve, in accordance with the respective Internal Regulations. If the aforementioned record is not issued within the cited term, the applicable liability shall be imposed, if applicable.

The presentation requirements and terms, as well as other relevant information applicable to promotions made by Holding Companies, shall be specified in general nature provisions issued by the Ministry.

When the initial document does not contain the data or does not meet the requirements provided in the applicable provisions, the authority shall notify the interested party, in writing and only once, to remedy the omission within a term that shall not be less than ten business days. Unless another term is established in specific provisions, such notification shall be made no later than within half of the authority's response term, and when this is not express, within twenty business days following the presentation of the initial document.

Upon notification of the notification, the term for administrative authorities to resolve shall be suspended and shall resume from the next business day following the day on which the interested party responds. In the event that the notification is not resolved within the specified term, the authorities shall dismiss the initial document.

If the authorities do not make the information request within the corresponding term, they shall not reject the initial document as incomplete.

Unless expressly provided otherwise, the terms for authorities to respond shall begin to run on the next business day following the presentation of the corresponding document.

For the purposes of this Law, terms fixed in days shall be understood as calendar days, unless it is expressly stated that they are business days.

Article 8. The term referred to in the previous article shall not apply to promotions where, by express provision of this Law, administrative authorities must hear the opinion of other authorities, in addition to those related to authorizations regarding the organization, merger, spin-off, and liquidation of Holding Companies. In these cases, the term for administrative authorities to resolve what corresponds shall not exceed one hundred eighty days, and the other rules set forth in Article 7 of this Law shall apply.

Article 9. The competent administrative authorities, at the request of the interested party, may extend the terms established in this Law, provided that such extension does not exceed, in any case, half of the term originally provided in the applicable provisions, when the matter so requires and they have no knowledge that third parties' rights are being prejudiced.

Article 10. The terms referred to in the previous articles shall not be applicable to authorities in the exercise of their supervision, inspection, and surveillance powers.

SECOND TITLE
Of the Organization of Holding Companies and the Constitution and Operation of Financial Groups

CHAPTER I
Of Organization

Article 11. Authorization from the Ministry is required for the organization of Holding Companies and the constitution and operation of Financial Groups. These authorizations shall be granted or denied at the discretion of said Ministry, hearing the opinion of the Bank of Mexico and, as appropriate, depending on the members of the Financial Group to be organized, of the National Banking and Securities Commission, of the Insurance and Bonds Commission, or of the Retirement Savings System.

By their nature, these authorizations shall be non-transferable.

The Ministry, once it grants the authorization referred to in this article, if applicable, shall notify the respective resolution and issue a favorable opinion regarding the draft articles of incorporation and liability agreement of the company in question, in order to carry out the acts aimed at the organization of the Holding Company, for which the petitioner shall have a term of ninety days counted from such notification, to present the public instruments in which the articles of incorporation and the liability agreement of the company are recorded in terms of this Law, for their approval.

These authorizations, as well as their modifications, shall be published, at the expense of the interested party, in the Official Gazette of the Federation.

The authorization referred to in this article shall be granted without prejudice to the procedures that, if applicable, must be carried out before the Federal Economic Competition Commission or any other authority.

(1) Article 12. The Financial Groups referred to in this Law shall be composed of a Holding Company and some of the following financial entities that are considered members of the Financial Group: general warehouses, exchange houses, bond institutions, insurance companies, brokerage houses, multiple banking institutions, investment fund operating societies, investment fund share distributors, retirement fund administrators, multiple-object financial societies, popular financial societies, financial technology institutions, and other financial entities susceptible to being members of Financial Groups in terms of the rules issued by the Ministry.

The Financial Group must be formed with at least two of the financial entities indicated in the previous paragraph, which may be of the same type. As an exception to the foregoing, a Financial Group cannot be formed solely with two multiple-object financial societies.

Only those financial entities in which the Holding Company maintains directly or indirectly more than fifty percent of the shares representing its social capital may be members of the Financial Group.

Likewise, the Holding Company, through Sub-holding Companies or other financial entities, may indirectly maintain share ownership of the financial entities that are members of the Financial Group, as well as those financial entities that are not members of the Financial Group and of Service Providers and Real Estate Companies, without prejudice to the prohibitions provided by the respective special laws.

Financial entities in which a multiple banking institution, brokerage house, or insurance institution that is part of a Financial Group participates, with more than fifty percent, in their social capital, shall also be members of the Financial Group.

Article 13. The financial entities that are part of a Financial Group may:
I. Act jointly before the public, offer complementary services, and present themselves as members of the Financial Group in question.
II. Use identical or similar names that identify them before the public as members of the same Financial Group, or retain the name they had before becoming part of said Financial Group. In any case, they must add the words Financial Group and the name thereof.

III. Carry out operations that are specific to it through offices and public service branches of other financial entities that are part of the Financial Group, in accordance with what is established in the Single Chapter of Title Four of this Law.

In no case shall operations specific to the financial entities that are part of the Financial Group be carried out through the offices of the Controlling Company.

Article 14.- The application for authorization to organize as a Controlling Company and to constitute and function as a Financial Group must be submitted to the Secretariat, accompanied by the following documentation:

I. Draft bylaws of the company, which must consider the corporate purpose, as well as the requirements that, under this Law and other applicable provisions, must be included. The draft bylaws of the Controlling Company must contain the general criteria to be followed to avoid conflicts of interest among the members of the Financial Group;

II. List of persons intending to maintain a direct participation in the share capital of the Controlling Company and of persons intending to maintain an indirect participation of more than 5% of said Company, which must contain, in accordance with the general provisions issued for this purpose by the Secretariat, the following:

a) The amount of share capital to be subscribed by each of them or the percentage of indirect participation and the origin of the resources they use for this purpose;

b) The financial situation in the case of natural persons or audited financial statements in the case of legal entities, in both cases for the last three years, and

c) That which allows verifying that they have economic solvency, honorability, and a satisfactory credit and business history.

III. List of persons proposed as directors, general manager, and main executives of the Controlling Company, accompanied by information that certifies that these persons meet the requirements established by this Law for said positions;

IV. The general structure of the Financial Group to be constituted, which includes the list of shareholders of each of the financial entities that will make up said group and the percentage of shareholding of each of them;

V. The draft bylaws of the financial entities that will make up the Financial Group, and, where applicable, of the financial entities in which it is intended to acquire shareholding of fifty percent or less of the respective share capital, as well as of Service Providers and Real Estate Companies. In the case of financial entities, Service Providers, or Real Estate Companies that have been constituted, the public instrument granted before a public notary containing the current bylaws must be presented, as well as the draft modifications that would be made as a result of the creation of the Financial Group;

VI. The draft agreement on responsibilities referred to in Article 119 of this Law;

VII. The audited financial statements that present the situation of the constituted financial entities or, where applicable, the projected ones, of the entities that have not yet been constituted and that will be part of the Financial Group, as well as the financial projections for the integration of the Financial Group;

VIII. The agreements under which the Controlling Company, where applicable, will acquire the shares representing the share capital of the financial entities in question;

IX. The strategic financial program for its organization, administration, and internal control, and

X. The other documentation that, where applicable, the Secretariat requests in order to evaluate the corresponding application.

For the purposes of the preceding section I, the Secretariat shall be empowered to establish, through general provisions, measures aimed at avoiding conflicts of interest among the participants of the Financial Group, always having as its primary object the protection of the interests of the public.

The Secretariat shall have the power to verify that the application referred to in this article complies with what is provided in this Law, as well as to corroborate the truthfulness of the information provided, and for this purpose, the dependencies and entities of the Federal Public Administration, as well as other federal instances, will deliver the requested information, without, for this case, the obligations to keep the respective information confidential, reserved, or secret of any kind being applicable to them. Likewise, the Secretariat, through the National Banking and Securities Commission, the Insurance and Sureties Commission, or the Retirement Savings System, as applicable, may request foreign organizations with similar supervisory or regulatory functions to corroborate the information provided for this purpose.

Article 15.- The direct or indirect incorporation of financial entities as members of an already constituted Financial Group will require authorization from the Secretariat. Such authorization will be granted or denied at the discretion of said Secretariat, hearing the opinion of the Bank of Mexico and, as applicable, of the National Banking and Securities Commission, the Insurance and Sureties Commission, or the Retirement Savings System.

The respective application must be attached with:

I. Draft minutes of the shareholders' meetings of both the Controlling Company and the financial entities intended to be integrated into the Financial Group, containing the agreements related to the incorporation;

II. The general structure of the Financial Group after the incorporation;

III. The draft bylaws of the financial entity or entities to be incorporated. In the case of already constituted entities or companies, the public instrument granted before a public notary containing the current bylaws, as well as the draft modifications that would be made as a result of their integration;

IV. The draft modification to the corresponding agreement on responsibilities;

V. The audited financial statements that present the situation of the entity or entities to be incorporated, as well as a projection of the consolidated financial statements of the Financial Group after the incorporation;

VI. The programs and agreements under which the incorporation will be carried out;

VII. The list of shareholders of the financial entity or entities and the percentage of shareholding of each of them, and

VIII. The other documentation that, where applicable, the Secretariat requests in order to evaluate the corresponding application.

Article 16.- The separation of one or more members of a Financial Group must be authorized by the Secretariat, hearing the opinion of the Bank of Mexico and, as applicable, of the National Banking and Securities Commission, the Insurance and Sureties Commission, or the Retirement Savings System.

The respective application must be attached with:

I. Draft minutes of the shareholders' meetings of both the Controlling Company and the financial entities intended to be separated from the Financial Group, containing the agreements related to the separation;

II. The general structure of the Financial Group after the separation;

III. Public instrument granted before a public notary containing the current bylaws, as well as the draft modifications that would be made as a result of their separation from the Financial Group;

IV. The draft modification to the corresponding agreement on responsibilities;

V. The audited financial statements that present the situation of the entity or entities separating, as well as a projection of the consolidated financial statements of the Financial Group after the separation, and

VI. The other documentation that, where applicable, the Secretariat requests in order to evaluate the corresponding application.

Upon the authorization for the separation referred to in this article taking effect, the financial entity or entities that have separated must cease to be considered members of the respective Financial Group.

When the Institute for the Protection of Bank Savings subscribes or acquires fifty percent or more of the share capital of a multiple banking institution that is a member of a Financial Group, the provisions of the first paragraph of this article shall not apply. The separation of the multiple banking institution from the Financial Group will take effect from the time of such subscription or acquisition, for which purpose the single agreement on responsibilities will be considered modified in this regard.

The separation of financial entities will be carried out without prejudice to the fact that the responsibilities of the Controlling Company referred to in this Law will remain in effect until the losses, if any, registered by the financial entities are covered.

Article 17.- For the merger of two or more Controlling or Sub-controlling Companies, or of any company or financial entity with a Controlling Company or with a Sub-controlling Company, as well as for the merger of two or more financial entities that are part of the same Financial Group, or of a financial entity that is part of a Financial Group with another financial entity or with any company, prior authorization from the Secretariat is required, hearing the opinion of the Bank of Mexico and, as applicable, of the National Banking and Securities Commission, the Insurance and Sureties Commission, or the Retirement Savings System.

To request the authorization referred to in this article, the following must be presented to the Secretariat:

I. Draft minutes of the extraordinary general shareholders' meeting of the respective companies, containing the agreements related to the merger;

II. Draft merger agreement;

III. Draft modifications that, where applicable, would correspond to be made to the bylaws of the companies being merged and to the corresponding agreement on responsibilities;

IV. Merger program for said companies, indicating the stages in which it must be carried out;

V. The audited financial statements that present the situation of the companies and that will serve as the basis for the assembly that authorizes the merger;

VI. The projected financial statements of the company resulting from the merger;

VII. List and information of persons who directly or indirectly intend to maintain a participation in the share capital of the merging company, which must contain, in accordance with the general provisions issued for this purpose by the Secretariat, the following:

a) The amount of share capital to be subscribed by each of them and the origin of the resources they use for this purpose.

b) The financial situation in the case of natural persons or audited financial statements in the case of legal entities, in both cases for the last three years, and

c) That which allows verifying that they have honorability and a satisfactory credit and business history.

VIII. List of the probable directors, general manager, and main executives of the Controlling Company or of the financial entity resulting from the merger, attaching the information that certifies that these persons meet the requirements established by this law for said positions;

IX. Strategic financial program for the organization, administration, and internal control of the company resulting from the merger, and

X. The other related documentation and information that the Secretariat requires for this purpose.

The merging company will be obligated to continue with the merger procedures and will assume the obligations of the merged company from the moment the merger has been agreed upon, provided that such act has been authorized in accordance with this article.

The authorization granted by the Secretariat for the merger of a Controlling Company or of a financial entity, as the merged entity, will render ineffective the authorization granted to them to organize, constitute, operate, or function as such, without, for this purpose, the issuance of an express declaration by said Secretariat or by the instance that granted the aforementioned authorization that is rendered ineffective being necessary. In any case, from the moment the merger of a Controlling Company as the merged entity takes effect, the financial entities that were part of the Financial Group must cease to be considered members of it, for which purpose they must previously modify their corporate names.

Article 18.- For the spin-off of a Controlling Company or a Sub-controlling Company, prior authorization from the Secretariat is required, who will hear the opinion of the Bank of Mexico and, as applicable, of the National Banking and Securities Commission, the Insurance and Sureties Commission, or the Retirement Savings System.

To request the authorization referred to in this article, the spin-off company will present to the Secretariat the following:

I. Draft minutes of the extraordinary general shareholders' meeting containing the agreements related to its spin-off;

II. Draft statutory reforms of the spin-off company;

III. Draft corporate bylaws of the spun-off company;

IV. Audited financial statements presenting the situation of the spin-off company, as well as the projected financial statements of the companies resulting from the spin-off, and

V. The other documentation that, where applicable, the Secretariat requests in order to evaluate the corresponding application.

The spun-off company of a Controlling Company will not be understood to be authorized to organize and operate as a Controlling Company of a Financial Group.

As a result of the spin-off, active or passive operations of the financial entities may not be transferred to the spun-off company, except in cases where authorized by the competent authority under applicable legal provisions or, failing that, by the Secretariat.

In the event that the spin-off results in the extinction of the Controlling Company, the authorization granted to it to organize as such and function as a Financial Group will be rendered ineffective, without, for this purpose, the issuance of an express declaration by said Secretariat being necessary. From the moment the spin-off takes effect, the financial entities that were part of the Financial Group must cease to be considered members of it.

Article 19.- The corporate acts authorized under Articles 15, 16, 17, and 18 of this Law will take effect from the date on which the public instruments in which the assembly agreements resolving such acts are recorded are registered in the Public Commerce Registry, as well as the respective authorizations.

The authorizations of the Secretariat and the agreements adopted by the shareholders' assembly referred to in the preceding paragraph will be published in the Official Gazette of the Federation.

During the ninety days following the date of publication referred to in the preceding paragraph, the creditors of the Controlling Company, including those of the other financial entities of the Financial Group or Groups to which the companies subject to incorporation, separation, merger, or spin-off belong, may judicially oppose the same, solely for the purpose of obtaining payment of their credits, without this opposition suspending the respective act.

The authorizations referred to in the first paragraph of this article will be subject to what is provided by this Law, and what is provided in the respective special laws will not be applicable.

Article 20.- The bylaws of the Controlling Company, the Sub-controlling Companies, and the Service Providers and Real Estate Companies, as well as the single agreement on responsibilities referred to in Article 119 of this Law, and any modification to said documents, will be subject to the approval of the Secretariat, who will grant or deny it hearing the opinion of the Bank of Mexico and, as applicable, of the National Banking and Securities Commission, the Insurance and Sureties Commission, or the Retirement Savings System.

Once the corporate bylaws, the single agreement on responsibilities, or their modifications are approved, the public instrument in which they are recorded must be registered in the Public Commerce Registry.

Article 21.- The Secretariat, prior to the opinion of the Bank of Mexico and of the National Banking and Securities Commission, the Insurance and Sureties Commission, and the Retirement Savings System, will issue the general rules that regulate the other terms and conditions for the organization of Controlling Companies and the functioning of Financial Groups, in accordance with what is provided in this Law.

Likewise, the Secretariat will issue general provisions with the aim of preventing conflicts of interest that arise in the execution of administrative powers or, of management, direction, and execution of the corporate business of the Financial Group with respect to the administration and management, direction, or execution of the corporate business of one or more of the entities that make it up, for which purpose, said Secretariat will be empowered to exempt one or more entities from the application of some provisions of this Law.

CHAPTER II
On Functioning

Article 22.- The control of the general shareholders' meetings and the administration of all financial entities that are part of each Financial Group must be held by the same Controlling Company.

Likewise, the Controlling Company will be able to appoint or dismiss the majority of the members of the board of directors of each of the financial entities that are part of the Financial Group.

Article 23.- Controlling Companies shall have the purpose of participating, directly or indirectly, in the share capital of the financial entities that are part of the Financial Group and to establish, through their corporate bodies, the general strategies for the direction of the Financial Group, as well as to carry out the acts provided for in this Law. In no case shall Controlling Companies carry out operations that are specific to the financial entities that are part of the Financial Group.

The duration of Controlling Companies will be indefinite and their corporate domicile will be located within national territory.

Article 24.- The share capital of Controlling Companies will be formed by an ordinary part and, where applicable, by an additional part.

The ordinary share capital of Controlling Companies will be integrated by "O" series shares. Where applicable, the additional share capital will be represented by "L" series shares, which may be issued up to an amount equivalent to forty percent of the ordinary share capital, with prior authorization from the Secretariat.

The shares representing the "O" and "L" series will be freely subscribable.

Foreign governments may not participate, directly or indirectly, in the share capital of the Controlling Company, except in the following cases:

I. When they do so, as a result of temporary prudential measures such as financial support or bailouts.

Controlling Companies that fall under the provisions of this section must deliver to the Secretariat the information and documentation that certifies satisfying the aforementioned, within fifteen business days following the occurrence of said circumstance. The Secretariat will have a period of ninety business days, counted from the receipt of the corresponding information and documentation, to resolve whether the participation in question falls under the exception provided for in this section.

II. When the corresponding participation implies having Control of the Controlling Company, and is carried out through official legal entities, such as funds, government development entities, among others, with prior discretionary authorization from the Secretariat, provided that in its judgment these persons certify that:

a) They do not exercise authority functions, and

b) Their decision-making bodies operate independently from the foreign government in question.

III. When the corresponding participation is indirect and does not imply having Control of the Controlling Company. This is without prejudice to the notices or authorization requests that must be made in accordance with what is established in this Law.

Article 25.- The shares will be of equal value; within each series, they will confer the same rights to their holders and must be paid in full at the time of subscription. The aforementioned shares will be kept in deposit at one of the securities depository institutions regulated in the Securities Market Law, who in no case will be obligated to deliver them to the holders.

The "L" series shares will have limited voting rights and will grant voting rights only on matters related to change of corporate purpose, merger, spin-off, transformation, dissolution, and liquidation, as well as cancellation of their registration in any stock exchange.

In addition, "L" series shares may confer the right to receive a preferential and cumulative dividend, as well as a dividend higher than that of the shares representing the ordinary share capital, provided that this is established in the corporate bylaws of the issuing company. In no case will the dividends of this series be lower than those of the other series.

Companies may issue unsubscribed shares, which they will keep in treasury, which will not count for the purpose of determining the shareholding limits referred to in this Law. The

subscribers will receive the respective certificates against payment of their full nominal value and of the premiums that, if applicable, the company sets.

Article 26.- Persons who acquire or transfer shares of series "O" for more than two percent of the social capital of a Holding Company or who, through such acts, exceed the aforementioned percentage, must notify the Secretariat within the three business days following the acquisition or transfer.

Article 27.- Financial entities of the country, including those that are part of the respective Financial Group, may not participate directly or indirectly in the social capital of the Holding Company, except when acting as Institutional Investors, in accordance with the terms of this article.

Except as provided in the following paragraph, insurance and surety institutions, acting as Institutional Investors and, if applicable, any other Institutional Investors who are members or controlled directly or indirectly by members of a Financial Group, may not acquire shares representing the social capital of the Holding Company or of the other members of the Financial Group.

The investments made, individually or jointly, by investment funds controlled directly or indirectly by financial entities that are members of a Financial Group, in shares and subordinated obligations issued by the Holding Company and other members of the Financial Group, may in no case exceed ten percent of the total of such shares and obligations.

Article 28.- Any natural or legal person may, through one or several simultaneous or successive operations, acquire shares of series "O" of the social capital of a Holding Company, provided that they comply with the provisions of this article.

When it is intended to acquire directly or indirectly more than five percent of the paid-up social capital, prior authorization from the Secretariat must be obtained, which may grant it at its discretion, after hearing the opinion of the Bank of Mexico and, as applicable, of the National Banking and Securities Commission, the Insurance and Sureties Commission or the Retirement Savings System. In these cases, the persons intending to carry out the aforementioned acquisition must demonstrate that they meet the requirements established in fraction II of article 14 of this Law, as well as provide the Secretariat with the information established for such effect through rules of a general nature.

In the event that a person or Group of Persons, whether shareholders or not, intends to acquire directly or indirectly twenty percent or more of the shares representing series "O" of the social capital of the Holding Company, or Control, they must previously request authorization from the Secretariat, which may grant it at its discretion, for which it must hear the opinion of the Bank of Mexico and, as applicable, of the National Banking and Securities Commission, the Insurance and Sureties Commission or the Retirement Savings System. Such request must contain the following:

I. List or information of the person or persons who, if applicable, intend to acquire the shares, to which must be attached the information that demonstrates compliance with what is stated in the second paragraph of this article;

II. List of the directors and executives that they would appoint in the Holding Company of which they intend to acquire Control, attaching the information that demonstrates that such persons meet the requirements that this Law establishes for such positions;

III. If applicable, modifications to the strategic program for its organization, administration and internal control, and

IV. The other related documentation required by the Secretariat to evaluate the corresponding request.

Authorization from the Secretariat, which may grant it at its discretion, after hearing the opinion of the Bank of Mexico and, as applicable, of the National Banking and Securities Commission, the Insurance and Sureties Commission or the Retirement Savings System, is required for any natural or legal person to acquire, directly or indirectly, more than five percent of the paid-up social capital of a Sub-holding Company. The persons intending to carry out the aforementioned acquisition must demonstrate that they meet the requirements established in fraction II of article 14 of this Law.

The direct or indirect acquisition of twenty percent or more of the shares representing the paid-up social capital of a Sub-holding Company will be subject to the provisions of this article for Holding Companies.

Article 29.- The Holding Company will abstain, if applicable, from registering in the registry referred to in articles 128 and 129 of the General Law of Mercantile Societies the transfers of shares that are carried out in contravention of what is provided in articles 24, 26, 27, 28, 74 and 75 of this Law, and must inform such circumstance to the Secretariat and to the Supervisory Commission, within the five business days following the date on which it becomes aware of it.

When the acquisitions and other legal acts through which direct or indirect ownership of shares representing the social capital of a Holding Company is obtained are carried out in contravention of what is provided in the articles mentioned in the previous paragraph, the property and corporate rights inherent to the corresponding shares of the Holding Company will be suspended and, therefore, cannot be exercised, until it is demonstrated that the corresponding authorization or resolution has been obtained or that the requirements contemplated by this Law have been satisfied.

Article 30.- Holding Companies may issue subordinated obligations subject to what is provided in this Law and in article 64 of the Credit Institutions Law.

Article 31.- Persons who attend on behalf of shareholders to the meetings of the Holding Company will demonstrate their personality through a power of attorney granted on forms prepared by the Holding Company itself, which meet the following requirements:

I. Clearly indicate the name of the Holding Company, as well as the respective agenda;

II. Contain space for the instructions indicated by the grantor for the exercise of the power, and

III. Be folioed and signed by the secretary or assistant secretary of the board of directors of the Holding Company, prior to their delivery to the shareholders.

The Holding Company must keep the power of attorney forms available to the representatives of the shareholders, during the period referred to in article 173 of the General Law of Mercantile Societies, so that they can deliver them to their principals in a timely manner.

The scrutineers will be obliged to ensure compliance with the provisions of this article and report on it to the assembly, which will be recorded in the respective minutes.

Article 32.- All matters to be addressed in the shareholders' meeting, including those included under the heading of general matters, must be listed in the agenda.

The documentation and information related to the topics to be addressed in the corresponding shareholders' meeting must be made available to the shareholders at least fifteen days in advance of its celebration.

CHAPTER III
Of Administration

Article 33.- Holding Companies will have their administration entrusted to a board of directors and a general manager, who will perform the functions established by this legal framework.

Article 34.- The board of directors of the Holding Companies will be composed of a minimum of five and a maximum of fifteen directors, of whom at least twenty-five percent must be independent. For each principal director, their respective alternate may be designated, understanding that the alternate directors of independent directors must have the same character.

Likewise, the board of directors will appoint a secretary who will not be part of said council, who will be subject to the obligations and responsibilities established by this legal framework.

By independent director, it must be understood as the person who is external to the administration of the respective Holding Company, of the financial entities or Sub-holding Companies or other companies that make up the Business Group or Consortium in question, and who meets the requirements and conditions determined by the National Banking and Securities Commission, through the rules of a general nature referred to in the Credit Institutions Law, in which the circumstances under which a director is considered to cease being independent will also be established, for the purposes of this Law.

Directors will continue to perform their functions, even if the term for which they were appointed has concluded or due to resignation from the position, for a period of up to thirty days, in the absence of the appointment of the substitute or when this one does not take office, without being subject to what is provided in article 154 of the General Law of Mercantile Societies.

The board of directors may appoint provisional directors, without the intervention of the shareholders' meeting, when any of the circumstances indicated in the previous paragraph or in article 155 of the General Law of Mercantile Societies occurs. The shareholders' meeting of the Holding Company will ratify such appointments or appoint substitute directors in the next meeting that occurs after such event, without prejudice to the right that shareholders of the Holding Company have to appoint directors in accordance with what is established in article 65, fraction IV of this legal framework.

Article 35.- The appointments of directors of Holding Companies must fall on persons who have technical quality, honorability and satisfactory credit history, as well as broad knowledge and experience in financial, legal or administrative matters.

In no case may the following be directors:

I. Officials and employees of the Holding Company, with the exception of its general manager and of the executives who hold positions with the two immediate lower administrative hierarchies from that of the latter during the twelve months immediately prior to the moment in which their appointment is intended, provided that these do not constitute more than one-third of the board of directors;

II. The spouse, concubine or concubine of any director, as well as persons who have kinship by blood, affinity or civil up to the fourth degree with more than two directors;

III. Persons who have pending litigation with the Holding Company or with one or several of the financial entities or Sub-holding Companies;

IV. Persons sentenced for intentional property crimes; those disqualified from exercising commerce or from holding a job, position or commission in public service, or in the Mexican financial system;

V. Those who have been declared bankrupt or in insolvency proceedings;

VI. Public servants who perform inspection and surveillance functions, or regulation functions, of the Holding Company, of the financial entities or Sub-holding Companies, unless there is federal government participation in the social capital of the referred Holding Company or mentioned entities or they receive support from the Institute for the Protection of Bank Savings, and

VII. Persons who have held the position of external auditor of the Holding Company, of any of the financial entities or of the Sub-holding Companies or who are part of the same Consortium to which such company belongs, during the twelve months immediately prior to the date of appointment.

Directors of Holding Companies and Sub-holding Companies who participate in the board of directors of Holding Companies of other Financial Groups or of financial entities that are or are not part of their Financial Group, must reveal such circumstance to the shareholders' meeting at the time of their appointment.

The majority of directors must be Mexican or foreign residents in the national territory, in terms of what is provided in the Federal Tax Code.

Article 36.- The board of directors of the Holding Companies, for the performance of the functions assigned to it by this Law, will have the assistance of one or more committees that it establishes for such effect. The committee or committees that develop the activities in matters of corporate practices and auditing referred to in this Law will be composed exclusively of independent directors and by a minimum of three members designated by the council itself, upon proposal of the president of said social body.

When for any cause the minimum number of members of the committee that performs the functions in matters of corporate practices and auditing is lacking and the board of directors has not appointed provisional directors in accordance with what is established in article 34 of this Law, any shareholder may request the president of the referred council to convene in the term of three days, a general shareholders' meeting so that it makes the corresponding appointment. If the summons is not made within the stated period, any shareholder may go to the judicial authority of the domicile of the Holding Company, so that it makes the summons. In the event that the assembly does not meet or that upon meeting the appointment is not made, the judicial authority of the domicile of the Holding Company, at the request and proposal of any shareholder, will appoint the corresponding directors, who will function until the general shareholders' meeting makes the definitive appointment.

Likewise, the board of directors of the Holding Companies may have an executive committee in which officials from the first two levels of the other entities that are part of the Financial Group and legal entities in which such Holding Company exercises Control will participate, in order to contribute to the fulfillment of the management and conduct functions of the businesses of the financial entities that are part of the Financial Group.

Article 37.- Independent directors and, if applicable, their respective alternates, must be selected by their experience, capacity and professional prestige, considering additionally that by their characteristics they can perform their functions free from conflicts of interest and without being subordinated to personal, property or economic interests.

The general shareholders' meeting in which the members of the board of directors are appointed or ratified, or in the case where information is provided about such appointments or ratifications, will qualify the independence of its directors. Without prejudice to the foregoing, in no case may the following persons be appointed or act as independent directors:

I. Relevant Executives, executives of the Business Group or Consortium to which the Holding Company belongs, auditors of the entities that are part of the Financial Group or Sub-holding Companies, and persons who have occupied any of these positions during the twelve months immediately prior to the moment in which their appointment is intended.

II. Natural persons who have Command Power in the Holding Company or in any of the financial entities or Sub-holding Companies that are part of the Business Group or Consortium to which such Holding Company belongs.

III. Shareholders who are part of the Group of Persons that maintains Control of the Holding Company.

IV. Service providers, suppliers, debtors, creditors, partners, directors or employees of a company that is a service provider, supplier, debtor or important creditor of the Holding Company.

A service provider or supplier is considered important when the income derived from the Holding Company represents more than ten percent of their total sales, during the twelve months prior to the date of appointment. Likewise, a debtor or creditor of the Holding Company is considered important when the amount of the credit is greater than fifteen percent of the assets of the Holding Company itself or of its counterparty.

V. Employees of a foundation, association or civil society that receive important donations from the Holding Company, or from any of the financial entities or Sub-holding Companies that are part of the Business Group or Consortium to which such Holding Company belongs.

Important donations are considered those that represent more than fifteen percent of the total donations received by the foundation, association or civil society in question.

VI. General managers or high-level executives of a company in whose board of directors a Relevant Executive participates.

VII. Those who have kinship by blood, affinity or civil up to the fourth degree, as well as spouses, concubines and concubines, of any of the natural persons referred to in fractions I to VI of this article.

Independent directors who during their term cease to have such characteristic must make it known to the board of directors no later than the next session of said body.

The Supervisory Commission, prior to the right of hearing of the Holding Company and the director in question, and with the agreement of its Board of Government, may object to the qualification of independence of the members of the board of directors, when there are elements that demonstrate the lack of independence in accordance with what is provided in fractions I to VII of this article, in which case they will lose said character. The aforementioned Commission may object to the independence referred to in this article when it is detected that during the term of some director, this one is located in any of the circumstances referred to in this article.

Article 38.- The board of directors must hold sessions at least four times during each fiscal year.

The president of the board of directors or of the committee or committees that carry out the auditing and corporate practices functions referred to in this Law, as well as twenty-five percent of the directors of the Holding Company, may convene a council session and insert in the agenda the points they deem pertinent.

The external auditor of the Holding Company may be summoned to the sessions of the board of directors, as an invited guest with voice but without vote, and must abstain from being present regarding those matters on the agenda in which they have a conflict of interest or that may compromise their independence.

Article 39.- The board of directors must take care of the following matters:

I. Establish the general strategies of the Financial Group, as well as the general strategies for the management, conduct and execution of the business of the Holding Company, financial entities and Sub-holding Companies.

II. Monitor, through the corporate practices committee, the management and conduct of the Holding Company, of the financial entities and Sub-holding Companies in which it exercises Control, considering the relevance that the latter have in the financial, administrative and legal situation of the Financial Group as a whole, as well as the performance of the Relevant Executives. The foregoing, in terms of what is established in articles 56 to 58 of this Law.

III. Approve, with the prior opinion of the competent committee:

a) The policies and guidelines for the use or enjoyment of the assets comprising the equity of the Holding Company, as well as of the financial entities and other legal entities in which it exercises control, by Related Parties. b) The acts, each individually, with Related Parties, that the Holding Company intends to enter into.
Board approval will not be required for the following acts, provided they comply with the policies and guidelines approved by the Board for this purpose:

Those that by their magnitude lack relevance for the Financial Group as a whole, in accordance with the general rules regulating the terms and conditions for the organization of Holding Companies and the functioning of Financial Groups.
The acts carried out between the Holding Company and the financial entities that are part of the Financial Group or Sub-holding companies, provided that:
i) They are of the ordinary or usual course of business. ii) They are considered to be at market prices or supported by valuations performed by external specialist agents.
Those carried out with employees of the Holding Company, the financial entities that are part of the Financial Group, or the Sub-holding companies, provided they are carried out under the same conditions as with any client or as a result of general labor benefits.
c) The acts that are executed, either simultaneously or successively, which by their characteristics can be considered as one single act and that are intended to be carried out by the Holding Company or the financial entities that are part of the Financial Group or Sub-holding companies, within the period of a fiscal year, when they are unusual or non-recurring, or when their amount represents, based on figures corresponding to the close of the immediately preceding quarter, in any of the following cases:
The acquisition or disposal of assets with a value equal to or greater than five percent of the consolidated assets of the Financial Group.
The granting of guarantees or the assumption of liabilities for a total amount equal to or greater than five percent of the consolidated assets of the Financial Group.
Investments in debt securities or banking instruments are exempted, provided they are carried out in accordance with the policies approved by the Board for this purpose. d) The appointment and, where applicable, dismissal of the General Manager of the Holding Company and their total remuneration, as well as the policies for the designation and total remuneration of the other Relevant Executives. e) The policies for the granting of loans, credits, or any type of credit or guarantees to Related Parties. f) The waivers for a director, Relevant Executive, or person with Management Power to take advantage of business opportunities for themselves or in favor of third parties, which correspond to the Holding Company, financial entities, or Sub-holding companies. Waivers for transactions whose amount is less than that mentioned in subsection c) of this fraction may be delegated to one of the committees of the Holding Company in charge of the functions regarding auditing or corporate practices referred to in this Law. g) The guidelines on internal control and internal auditing of the Holding Company, the financial entities, and Sub-holding companies. h) The accounting policies of the Holding Company, complying with what is provided by this Law. i) The financial statements of the Holding Company. j) The hiring of the legal entity that provides external auditing services and, where applicable, additional or complementary services to external auditing. When the determinations of the Board of Directors are not in accordance with the opinions provided by the corresponding committee, the said committee must instruct the General Manager to reveal such circumstance to the General Shareholders' Assembly held subsequently to such act, as well as to the Supervisory Commission, within ten business days following the corresponding determination. These authorizations do not exempt from compliance with the obligations with related parties established in special laws of each of the financial entities that are part of the Financial Group.
IV. Present to the General Shareholders' Assembly held upon the closing of the fiscal year:
a) The reports referred to in Article 58 of this Law. b) The report that the General Manager prepares in accordance with what is stated in Article 59, fraction X of this Law, accompanied by the external auditor's opinion. c) The opinion of the Board of Directors on the content of the General Manager's report referred to in the previous subsection. d) The report referred to in Article 172, subsection B) of the General Law of Commercial Companies, which contains the main accounting and information policies and criteria followed in the preparation of financial information. e) The report on the operations and activities in which there was intervention in accordance with what is provided in this Law.
V. Follow up on the main risks to which the Holding Company and the financial entities that are part of the Financial Group and Sub-holding companies are exposed, identified based on the information presented by the committees, the General Manager, and the legal entity that provides external auditing services, as well as on the accounting, internal control, and internal auditing systems, registration, archiving, or information of these and the latter, which may be carried out through the committee that exercises the functions in auditing matters.
VI. Approve the information and communication policies with shareholders, as well as with directors and Relevant Executives, to comply with what is provided in this legal instrument.
VII. Determine the actions corresponding to remedy irregularities that come to their knowledge and implement the corresponding corrective measures.
VIII. Establish the terms and conditions to which the General Manager will be subject in the exercise of their powers of disposition.
IX. Those others established by this Law or provided in the bylaws of the Holding Company, in accordance with this legal instrument.
The Board of Directors will be responsible for monitoring compliance with the agreements of the shareholders' assemblies, which it may carry out through the committee that exercises the functions of auditing referred to in this Law.

Article 40.- The members of the Board of Directors will perform their office without favoring a specific shareholder or group of shareholders, to the detriment of others. To this effect, they must act diligently adopting reasoned decisions and complying with the other duties imposed on them by virtue of this Law or the bylaws.
Article 41.- The Holding Company must verify that the persons designated as directors, General Manager, and officials with the two immediate lower hierarchies to the latter, comply, prior to the start of their management, with the requirements stated in Articles 35 and 60 of this Law.
The Supervisory Commission will establish, through general provisions, the criteria by which the files accrediting compliance with what is stated in this article must be integrated.
In any case, the persons mentioned in the previous paragraph must declare in writing:
I. That they do not fall under any of the prohibition cases referred to in fractions I to VII of Article 35, regarding directors, and fraction III of Article 60 of this Law for the case of the General Manager and officials referred to in the first paragraph of this article;
II. That they are up to date with their credit obligations of any kind, and
III. That they know the rights and obligations they assume upon accepting the corresponding position.
The Holding Companies must inform the Supervisory Commission of the appointments, resignations, and removals of directors, General Manager, and officials with the two immediate lower hierarchies to the latter, within ten business days following their appointment, resignation, or removal, as applicable, expressly stating that they comply with the applicable requirements.
Article 42.- The Supervisory Commission, with the agreement of its Board of Government, may at any time determine that the removal of the members of the Board of Directors, General Managers, directors, managers, and officials who may obligate the Holding Company with their signature proceeds, as well as suspend the aforementioned persons from three months to five years, when it considers that they do not have sufficient technical quality, integrity, and satisfactory credit history for the performance of their functions, do not meet the requirements established for this purpose, or incur in a serious or repeated manner in violations of this Law or the general provisions derived from it. In the last two cases, the Commission itself may also disqualify the said persons from holding employment, position, or commission within the Mexican financial system, for the same period of three months to five years, without prejudice to the sanctions that may be applicable in accordance with this or other legal instruments. Before issuing the corresponding resolution, the said Commission must hear the interested party and the Holding Company in question.
The Supervisory Commission itself may, with the agreement of its Board of Government, order the removal, suspension, or disqualification of independent external auditors of the Holding Companies, as well as suspend such persons for the period stated in the previous paragraph, when they incur in a serious or repeated manner in violations of this Law or the general provisions derived from it, without prejudice to the sanctions to which they may be subject. For the purposes of this article, the following shall be understood:
a) Suspension, as the temporary interruption in the performance of the functions that the infringer had within the financial entity at the moment the violation was committed or detected; being able to perform functions different from those that gave rise to the sanction, provided that they are not directly or indirectly related to the position or activity that gave rise to the suspension. b) Removal, as the separation of the infringer from the employment, position, or commission they held in the financial entity at the moment the violation was committed or detected. c) Disqualification, as the temporary impediment in the exercise of an employment, position, or commission within the Mexican financial system. The resolutions of the Supervisory Commission will be taken considering, among others, the following elements: the gravity of the violation and the convenience of avoiding such practices; the hierarchical level, background, seniority, and other conditions of the infringer; the external conditions and measures to execute the violation; whether there is or is not recidivism, and if so, the amount of benefit, damage, or economic harm derived from the violation. The resolutions referred to in this article may be appealed before the Secretariat, within fifteen days following the date on which they were notified. The Secretariat may revoke, modify, or confirm the appealed resolution, prior to a hearing of the parties.
Article 43.- The Board of Directors of the Holding Company will dictate the general strategies for the management, direction, and execution of the business of the Holding Company, as well as of the entities that make up the Financial Group and Sub-holding companies, in accordance with what is provided in Article 39, fraction I of this legal instrument. This without prejudice to the powers that the corporate bodies of the financial entities and other legal entities cited have to dictate their own strategies, which must be consistent with the general strategy of the Financial Group.
The Boards of Directors of the Holding Company, as well as of the financial entities that make up the Financial Group and Sub-holding companies, must establish the necessary communication and coordination mechanisms so that the general strategies of the Financial Group are known and adopted, as well as so that the Holding Company can verify that the management, direction, and business execution strategies of each of said entities and Sub-holding companies are consistent with the general strategy of the Financial Group.
Article 44.- In order for the Board of Directors of the Holding Company to establish the general strategies for the management, direction, and execution of the business of the Holding Company, financial entities, and Sub-holding companies, it may establish the mechanisms to be followed by the Relevant Executives to keep the Holding Company informed of the financial, administrative, operational, and legal situation of each of the financial entities and other legal entities controlled by the society. Among such mechanisms, communication lines, direct or indirect, may be established, from the General Managers of said entities and legal entities to the General Manager of the Holding Company, regarding the results of their management, direction, and business execution functions of the entity they administer. This without prejudice to the communication and supervision powers referred to in Articles 46, fractions I and II; 47; 57 fraction II, subsections i), j), and l), and 61 of this Law, as well as to the obligations that must be complied with before the respective corporate bodies.
The General Manager of the Holding Company, in addition to the persons who may assist them for the due compliance of their obligations in terms of what is established by Article 61 of this Law, may request from the financial entities that are part of the Financial Group, through their General Managers and other Relevant Executives, any kind of information, documentation, and, in general, advice or technical cooperation for the due exercise of their functions. On their part, the financial entities must provide what is necessary so that their General Managers and other Relevant Executives comply with the requests made by the General Manager of the Holding Company.
Article 45.- The Supervisory Commission may authorize that the committees constituted by the Board of Directors of the Holding Company perform, totally or partially, the functions entrusted to the administrative or oversight committees of the entities that are part of the Financial Group, provided that the Holding Company requests it in order to avoid or resolve the duplication of functions that might occur between the committees of the Holding Company and those of said entities. Once such authorization is granted, the committees of the Holding Company will exercise the functions and assume the responsibilities of the committees of the referred financial entities in terms of the applicable regulations, unless this implies conflicts of interest in the judgment of the Supervisory Commission.

SECTION I
Of the duty of diligence
Article 46.- The members of the Board of Directors of the Holding Companies, in the diligent exercise of the functions that this Law and the bylaws confer to said corporate body, must act in good faith and in the best interest of the Financial Group, for which they may:
I. Request information from the Holding Company and financial entities or Sub-holding companies that is reasonably necessary for decision-making.
To this effect, the Board of Directors may establish, with the prior opinion of the committee that performs the functions in auditing matters, guidelines that establish the manner in which such requests will be made and, where applicable, the scope of the own information requests by the directors.
II. Require the presence of Relevant Executives and other persons, including external auditors, of the Holding Company and financial entities that are part of the Financial Group that may contribute or provide elements for decision-making in Board sessions.
III. Postpone Board of Directors sessions, when a director has not been summoned or it has not been in time or, where applicable, because the information delivered to the other directors has not been provided. Such postponement will be up to three days, the Board may meet without the need for a new summons, provided that the deficiency has been remedied.
IV. Deliberate and vote, requesting that only the members and the secretary of the Board of Directors be present, if they so wish.
Article 47.- The members of the Board of Directors, the Relevant Executives, and the other persons who exercise representation powers of the Holding Company, must provide what is necessary for the compliance of what is provided in this Law.
The information that is presented to the Board of Directors of the Holding Company by Relevant Executives and other employees, both of the Holding Company itself and of the financial entities or Sub-holding companies, must be signed by the persons responsible for its content and preparation.
The members of the Board of Directors and other persons who hold an employment, position, or commission in any of the financial entities or Sub-holding companies, will not breach the discretion and confidentiality established in this or other laws, when providing information in accordance with what is provided here to the Board of Directors of the Holding Company, relative to the referred financial entities.
Article 48.- The members of the Board of Directors of the Holding Companies of Financial Groups will fail in the duty of diligence and will be subject to liability in terms of what is established in Article 49 of this Law, when they cause patrimonial damage to the Holding Company, the financial entities, or the Sub-holding companies, by the occurrence of any of the following cases:
I. They abstain from attending, except for justified cause in the judgment of the shareholders' assembly, to the Board sessions and, where applicable, committees of which they are part, and that due to their absence the body in question cannot legally meet.
II. They do not reveal to the Board of Directors or, where applicable, to the committees of which they are part, information that is necessary for the adequate decision-making in said corporate bodies, unless they are legally or contractually obligated to keep secret or confidential regarding this.
III. They fail to comply with the duties imposed on them by this Law or the bylaws of the Holding Company.

Article 49.- The liability consisting of indemnifying the damages and losses caused to the Holding Company of the Financial Group, financial entities, or Sub-holding companies, due to lack of diligence of the members of the Board of Directors of the Holding Companies, derived from the acts they execute or the decisions they adopt in the Board or those that are left unmade due to the inability of said corporate body to legally meet, will be joint and several among the guilty who have executed the act, adopted the decision, or caused said corporate body to be unable to meet. Such indemnification may be limited in the terms and conditions that the bylaws expressly state or by agreement of the General Shareholders' Assembly, provided that it does not concern fraudulent acts or bad faith, or illicit acts in accordance with this or other laws.
The Holding Companies may agree on indemnifications and contract in favor of the members of the Board of Directors insurance, bonds, or guarantees that cover the amount of the indemnification for the damages caused by their performance to the Holding Company, financial entities, or Sub-holding companies, unless it concerns fraudulent acts or bad faith, or illicit acts in accordance with this or other laws.

SECTION II
Of the duty of loyalty and of illicit acts or facts
Article 50.- The members and secretary of the Board of Directors of the Holding Companies must keep confidentiality regarding the information and matters they become aware of by virtue of their position, when such information or matters are not of a public nature.
The members and, where applicable, the secretary of the Board of Directors who have a conflict of interest in any matter must abstain from participating and being present in the deliberation and voting of said matter, without this affecting the quorum required for the installation of said Board.
The directors will be jointly responsible with those who preceded them in the position, for the irregularities in which the latter incurred if, knowing of them, they did not communicate them in writing to the committee that performs the functions in auditing matters and to the external auditor. Likewise, said directors are obliged to inform the audit committee and the external auditor of all irregularities that they become aware of during the exercise of their position and that relate to the Holding Company, the financial entities, or the Sub-holding companies.
Article 51.- The members and the secretary of the Board of Directors of the Holding Companies will incur in disloyalty towards the Holding Company and, consequently, will be responsible for the damages and losses caused to it or to the financial entities or Sub-holding companies, when, without legitimate cause, by virtue of their employment, position, or commission, they obtain economic benefits for themselves or procure them in favor of third parties, including a specific shareholder or group of shareholders.
Likewise, the members of the Board of Directors will incur in disloyalty towards the Holding Company or financial entities or Sub-holding companies, being responsible for the damages and losses caused to these or the latter, when they carry out any of the following conducts:
I. Vote in the Board of Directors sessions or make determinations related to the equity of the Holding Company or financial entities or Sub-holding companies with a conflict of interest.
II. Do not reveal, in the matters treated in the Board of Directors sessions or committees of which they are part, the conflicts of interest they have regarding the Holding Company or financial entities or Sub-holding companies. To this effect, the directors must specify the details of the conflict of interest, unless they are legally or contractually obligated to keep secret or confidential regarding this.
III. Favor, knowingly, a specific shareholder or group of shareholders of the Holding Company or of the financial entities or Sub-holding companies, to the detriment or harm of the other shareholders.

IV. Approve acts entered into by the Holding Company or the financial entities or Sub-holding Companies with Related Parties, without adjusting to or complying with the requirements established by this Law.

V. Appropriate for themselves or approve for the benefit of third parties, the use or enjoyment of assets that form part of the patrimony of the Holding Company or financial entities or Sub-holding Companies, in contravention of the policies approved by the board of directors.

VI. Improperly use information that is not public knowledge, relating to the Holding Company or financial entities or Sub-holding Companies.

VII. Appropriately or exploit, for their own benefit or in favor of third parties, without the dispensation of the board of directors, business opportunities that correspond to the Holding Company, financial entities or Sub-holding Companies.

To this effect, it shall be considered, unless proven otherwise, that a business opportunity corresponding to the Holding Company, financial entities or Sub-holding Companies is being appropriated or exploited when the director, directly or indirectly, carries out activities that:

a) Are within the ordinary or usual business of the Holding Company itself or of the financial entities or Sub-holding Companies.

b) Involve the celebration of an operation or a business opportunity that is originally directed to the Holding Company or financial entities or Sub-holding Companies.

c) Involve or intend to involve in commercial or business projects to be developed by the Holding Company, the financial entities or Sub-holding Companies, provided that the director had prior knowledge thereof.

The provisions of the first paragraph of this article, as well as in fractions V to VII thereof, shall also be applicable to persons who exercise Management Power in the Holding Company.

With respect to financial entities or Sub-holding Companies, liability for disloyalty shall be enforceable against the members and secretary of the board of directors of said society who contribute to obtaining, without legitimate cause, the benefits referred to in the first paragraph of this article.

Article 52.- The members and secretary of the board of directors of the Holding Companies shall abstain from carrying out any of the following conduct:

I. Generate, disseminate, publish or provide information to the public of the Holding Company, financial entities or Sub-holding Companies, knowing that it is false or misleading, or order that any of said conduct be carried out.

II. Order or cause the omission of the registration of acts carried out by the Holding Company or the financial entities or Sub-holding Companies, as well as alter or order that the records be altered to hide the true nature of the acts celebrated, affecting any concept of the financial statements.

III. Conceal, omit or cause information that, under this legal framework, must be disclosed to the public or to shareholders, to be concealed or omitted from being revealed.

IV. Order, allow or accept that false data be registered in the accounting of the Holding Company or financial entities or Sub-holding Companies. It shall be presumed, unless proven otherwise, that the data included in the accounting are false when the authorities, in the exercise of their powers, request information related to the accounting records and the Holding Company or financial entities in which Control is exercised do not have it, and the information supporting the accounting records cannot be accredited.

V. Destroy, modify or order that the accounting systems or records or the documentation that gives rise to accounting entries of a Holding Company or of the financial entities or Sub-holding Companies be destroyed or modified, in whole or in part, prior to the expiration of the legal conservation periods and with the purpose of hiding their registration or evidence.

VI. Destroy or order the destruction, in whole or in part, of information, documents or files, including electronic ones, with the purpose of preventing or obstructing the supervision acts of the competent Commission.

VII. Destroy or order the destruction, in whole or in part, of information, documents or files, including electronic ones, with the purpose of manipulating or hiding data or information of the Holding Company from those who have a legal interest in knowing it.

VIII. Present false or altered documents or information to the Supervisory Commission, with the object of hiding its true content or context.

IX. Alter active or passive accounts or the conditions of contracts, make or order that non-existent operations or expenses be registered, exaggerate real ones or intentionally carry out any act or operation illicit or prohibited by law, generating in any of said scenarios a loss or damage to the patrimony of the Holding Company in question or of the financial entities or Sub-holding Companies, for own economic benefit, whether directly or through a third party.

The provisions of this article shall also be applicable to persons who exercise Management Power in the Holding Company.

Article 53.- The liability consisting of indemnifying the damages and losses caused by reason of the acts, facts or omissions referred to in this Section, shall be joint and several among the persons who have executed the act, adopted the decision and shall be enforceable as a consequence of the damages or losses caused. The corresponding indemnification shall cover the damages and losses caused to the Holding Company or to the financial entities or Sub-holding Companies and, in any case, the removal from office of the guilty parties shall be proceeded.

The affected Holding Company, in no case, may agree otherwise, nor provide in its bylaws, benefits, exclusions of liability, that limit, release, substitute or compensate the obligations for the liability referred to in the legal provisions mentioned in the previous paragraph, nor contract in favor of any person insurance, bonds or guarantees that cover the amount of the indemnification for the damages and losses caused.

SECTION III
Of the liability actions

Article 54.- The liability derived from the acts referred to in this Law shall be exclusively in favor of the Holding Company or of the financial entity or Sub-holding Company that suffers the patrimonial damage.

The liability action may be exercised:

I. By the Holding Company.

II. By the financial entity.

III. By the shareholders of the Holding Company who, individually or collectively, represent fifteen percent or more of the share capital of the Holding Company.

The plaintiff may settle in court the amount of indemnification for damages and losses, provided that previously they submit to the approval of the board of directors of the Holding Company, the terms and conditions of the corresponding judicial agreement. The lack of this formality shall be a cause of relative nullity.

The exercise of the actions referred to in this article shall not be subject to compliance with the requirements established in articles 161 and 163 of the General Law of Mercantile Societies. In any case, said actions must comprise the total amount of liabilities in favor of the Holding Company, of the financial entities or Sub-holding Companies and not only the personal interest of the plaintiff or plaintiffs.

The action referred to in this article that the Holding Company or the shareholders of the same, who individually or collectively represent fifteen percent or more of the capital of the Holding Company, exercise in favor of the financial entities or Sub-holding Companies, shall be independent of the actions that correspond to be exercised by the financial entities themselves, to the cited Sub-holding Companies or to the shareholders of any of them in accordance with what is provided in articles 161 and 163 of the General Law of Mercantile Societies.

The actions that have as their object to demand liability in terms of this article shall prescribe in five years counted from the day on which the act or fact that caused the corresponding patrimonial damage was carried out.

In any case, the persons who, in the judgment of the judge, have exercised the action referred to in this article, with recklessness or bad faith, shall be condemned to the payment of costs in terms of what is established in the Code of Commerce.

Article 55.- The members of the board of directors shall not incur, individually or collectively, in liability for the damages or losses they cause to the Holding Company or to the financial entities or Sub-holding Companies, derived from the acts they execute or the decisions they adopt, when acting in good faith, any of the following exclusions of liability occur:

I. Comply with the requirements that this Law or the bylaws establish for the approval of matters that fall within the knowledge of the board of directors or, in its case, committees of which they are part.

II. Take decisions or vote in the sessions of the board of directors or, in its case, committees to which they belong, based on information provided by Relevant Executives, the legal entity that provides external audit services or independent experts, whose capacity and credibility offer no reasonable doubt.

III. Have selected the most adequate alternative, to their loyal knowledge and understanding, or the negative patrimonial effects were not foreseeable, in both cases, based on the information available at the time of the decision.

IV. Comply with the agreements of the shareholders' meeting, provided that these are not violative of the law.

CHAPTER IV
Of the supervision

Article 56.- The supervision of the management, direction and execution of the business of the Holding Companies, of the financial entities that are part of the Financial Group and of the Sub-holding Companies, considering the relevance that the latter have in the financial, administrative, operational and legal situation of the former, shall be in charge of the board of directors through the committees it constitutes, to carry out activities in matters of corporate practices and auditing, as well as through the legal entity that carries out the external audit of the Holding Company, each within the scope of their respective competencies, as indicated in this Law.

The Holding Companies shall not be subject to what is provided in article 91, fraction V of the General Law of Mercantile Societies, nor shall articles 164 to 171, 172, last paragraph, 173 and 176 of said Law be applicable to said societies.

Article 57.- The board of directors, in the performance of its supervision activities, shall be assisted by one or more committees in charge of the development of the following activities:

I. In matters of corporate practices:

a) Give an opinion to the board of directors on the matters to be approved referred to in article 39, fraction III, items a) to h) of this legal framework and others that fall within its competence in accordance with this Law.

b) Request the opinion of independent experts in cases where it deems it convenient, for the adequate performance of its functions.

c) Convene shareholders' meetings and have inserted in the agenda of said meetings the points they deem pertinent.

d) Support the board of directors in the preparation of the reports referred to in article 39, fraction IV, items d) and e) of this Law.

e) Those others that this Law establishes or are provided for in the bylaws of the society, in accordance with the functions assigned to it by this legal framework.

II. In matters of auditing:

a) Give an opinion to the board of directors on the matters to be approved referred to in article 39, fraction III, items i) to j) of this legal framework and others that fall within its competence in accordance with this Law.

b) Evaluate the performance of the legal entity that provides external audit services to the Holding Company, as well as analyze the opinion, opinions, reports or reports prepared and signed by the external auditor. To this effect, the committee may require the presence of said auditor when it deems it convenient, without prejudice to the fact that it must meet with the latter at least once a year.

c) Discuss the financial statements of the society with the persons responsible for their preparation and review, and based on this, recommend or not to the board of directors their approval.

d) Inform the board of directors of the situation of the internal control and internal audit system of the Holding Company, of the financial entities or legal entities in which Control is exercised, including the irregularities that it detects, if any.

e) Prepare the opinion referred to in article 39, fraction IV, item c) of this Law and submit it to the consideration of the board of directors for its subsequent presentation to the shareholders' meeting, supported, among other elements, in the opinion of the external auditor. This opinion must indicate, at least:

If the accounting and information policies and criteria followed by the Holding Company are adequate and sufficient taking into consideration the particular circumstances of the same.
If said policies and criteria have been applied consistently in the information presented by the general director.
If as a consequence of items 1 and 2 above, the information presented by the general director reasonably reflects the financial situation and results of the society.

f) Support the board of directors in the preparation of the reports referred to in article 39, fraction IV, items d) and e) of this Law.

g) Supervise that the acts referred to in articles 39, fraction III and 65 of this Law, are carried out in accordance with what is provided for in said provisions, as well as the policies derived from them.

h) Request the opinion of independent experts in cases where it deems it convenient, for the adequate performance of its functions.

i) Require Relevant Executives and other employees of the Holding Company as well as of the financial entities or Sub-holding Companies, reports related to the preparation of financial information and any other type that it deems necessary for the exercise of its functions.

j) Investigate possible non-compliance of which it has knowledge, regarding the acts, guidelines and operation policies, internal control and internal audit system and accounting records, whether of the Holding Company itself or of the financial entities or Sub-holding Companies, for which it must carry out an examination of the documentation, records and other supporting evidence, to the degree and extent that are necessary for the correct performance of the supervision activities of the board of directors.

k) Receive observations made by shareholders, directors, Relevant Executives, employees and, in general, any third party, regarding the matters referred to in the previous item, as well as carry out the actions that in its judgment are appropriate in relation to such observations.

l) Request periodic meetings with Relevant Executives, as well as the delivery of any type of information related to the internal control and internal audit of the Holding Company or of the financial entities or Sub-holding Companies.

m) Inform the board of directors of the important irregularities detected during the exercise of its functions and, if applicable, of the corrective actions adopted or propose those that must be applied.

n) Convene shareholders' meetings and request that the points they deem pertinent be inserted in the agenda of said meetings.

o) Supervise that the general director complies with the agreements of the shareholders' meetings and the board of directors of the society, in accordance with the instructions that, if any, the assembly or the referred council issues.

p) Supervise that mechanisms and internal controls are established that allow verifying that the acts of the Holding Company and of the financial entities or Sub-holding Companies, comply with the applicable regulations, as well as implement methodologies that make it possible to review the compliance with the foregoing.

q) Those others that this Law establishes or are provided for in the bylaws of the Holding Company, in accordance with the functions assigned to it by this legal framework.

Article 58.- The presidents of the committees that exercise the functions in matters of corporate practices and auditing shall be appointed and removed from their position exclusively by the general shareholders' meeting. These presidents may not preside over the board of directors and must be selected by their experience, by their recognized capacity and by their professional prestige. Likewise, they must prepare an annual report on the activities corresponding to said bodies and present it to the board of directors. The said report must, at least, contemplate the following aspects:

I. In matters of corporate practices:

a) The observations regarding the performance of the Relevant Executives.

b) The acts with Related Parties, during the reporting period, detailing the characteristics of those that are significant.

c) The packages of emoluments or total remunerations of the natural persons referred to in article 39, fraction III, item d) of this Law.

d) The dispensations granted by the board of directors in terms of what is established in article 39, fraction III, item f) of this Law.

e) The observations that have been made by the supervisory commissions of the financial entities that are part of the Financial Group, or the Supervisory Commission of the Holding Company, as a result of the supervision carried out on them.

II. In matters of auditing:

a) The state of the internal control and internal audit system of the Holding Company, of the financial entities or legal entities in which Control is exercised and, if applicable, the description of their deficiencies and deviations, as well as of the aspects that require improvement, taking into account the opinions, reports, communications and the external audit opinion, as well as the reports issued by the independent experts who have provided their services during the period covered by the report.

b) The mention and follow-up of preventive and corrective measures implemented based on the results of investigations related to non-compliance with operation and accounting record guidelines and policies, whether of the Holding Company itself or of the financial entities or Sub-holding Companies.

c) The evaluation of the performance of the legal entity that provides external audit services, as well as of the external auditor in charge of this.

d) The description and valuation of the additional or complementary services that, if any, the legal entity in charge of carrying out the external audit provides, as well as those provided by independent experts.

e) The main results of the reviews of the financial statements of the Holding Company and the financial entities or Sub-holding Companies.

f) The description and effects of the modifications to the accounting policies approved during the period covered by the report.

g) The measures adopted by reason of the observations that they consider relevant, made by shareholders, directors, Relevant Executives, employees and, in general, any third party, regarding accounting, internal controls and topics related to internal or external auditing, or well, derived from complaints made about facts that they consider irregular in the administration.

h) The follow-up of the agreements of the shareholders' meetings and the board of directors.

For the preparation of the reports referred to in this legal provision, as well as for the opinions indicated in article 57 of this Law, the corporate governance and audit committees must hear the Relevant Executives; in case of difference of opinion with the latter, they will incorporate such differences in the said reports and opinions.

CHAPTER V
Of the management, direction and execution of corporate business

Article 59.- The functions of management, direction and execution of the business of the Holding Company, of the financial entities that are part of the Financial Group and of the Sub-holding Companies, shall be the responsibility of the general director corresponding, in accordance with what is established in this article,

subjecting itself to the strategies, policies, and guidelines approved by the Board of Directors of the Holding Company.
The General Director of the Holding Company, in fulfillment of their functions, shall have the broadest powers to represent it in administrative acts and litigation and collection, including special powers that, in accordance with the laws, require a special clause. Regarding acts of ownership, said General Director must adhere to the terms and conditions established by the Board of Directors in accordance with what is stated in Article 39, fraction VIII, of this legal instrument. The General Director of the Holding Company, without prejudice to what is stated above, must:

I. Submit to the approval of the Board of Directors the business strategies of the Holding Company, the financial entities that are part of the Financial Group and Subsidiaries, based on the information they provide.
II. Comply with the agreements of the shareholders' meetings and the Board of Directors, in accordance with the instructions, if any, issued by the aforementioned assembly or board.
III. Propose to the committee performing audit functions, the guidelines for the internal control and internal audit system of the Holding Company and the financial entities that are part of the Financial Group and Subsidiaries, as well as execute the guidelines approved for this purpose by the Board of Directors of the aforementioned company.
IV. Sign, together with the Relevant Executives in charge of their preparation in their area of competence, the information that, in terms of applicable provisions, must be disclosed to the public.
V. Disseminate the information that must be disclosed to the public in terms of applicable provisions.
VI. Exercise, by themselves or through an authorized delegate, within the scope of their competence or by instruction of the Board of Directors, the corrective and liability actions that are deemed appropriate.
VII. Verify that, if applicable, capital contributions made by partners are carried out.
VIII. Comply with the legal and statutory requirements established regarding dividends paid to shareholders.
IX. Ensure that the accounting, registration, archive, or information systems of the company are maintained.
X. Prepare and present to the Board of Directors the report referred to in Article 172 of the General Law of Commercial Societies, with the exception of what relates to the main policies and accounting and information criteria followed in the preparation of financial information.
XI. Establish mechanisms and internal controls that allow verifying that the acts of the Holding Company, the financial entities that are part of the Financial Group and Subsidiaries, have adhered to applicable regulations, as well as follow up on the results of those mechanisms and internal controls and take the necessary measures, if applicable.
XII. Exercise the liability actions referred to in this Law, against Related Persons or third parties who may have caused damage to the Holding Company or to the financial entities or Subsidiaries, unless, by determination of the Board of Directors of the Holding Company, and after the opinion of the committee in charge of audit functions, the damage caused is not relevant.
XIII. Those others established by this Law or provided for in the bylaws of the Holding Company, in accordance with the functions assigned to it by this legal instrument.

Article 60.- The appointment of the General Director of the Holding Company and of the officials with the two immediate lower hierarchies to that of the latter must fall upon persons who possess honorability and a satisfactory credit history in terms of the general provisions issued for this purpose by the Supervisory Commission. Likewise, such persons must, at a minimum, meet the following requirements:

I. Be a resident in national territory, in terms of what is provided by the Federal Tax Code;
II. Have provided at least five years of their services in high-level decision-making positions, whose performance requires knowledge and experience in financial and administrative matters;
III. Not have any of the following impediments:
a) Have pending litigation with the Holding Company in question or with one or more of the financial entities that are part of the Financial Group or Subsidiaries; b) Be sentenced for intentional patrimonial crimes, as well as be disqualified from exercising commerce or from holding a job, position, or commission in public service, or in the Mexican financial system; c) Be declared bankrupt or in bankruptcy proceedings; d) Perform regulation, inspection, and surveillance functions of the Holding Company or of the financial entities that are part of the Financial Group or Subsidiaries, unless there is participation of the federal government in the social capital of the aforementioned Holding Company or financial entities, or they receive support from the Institute for the Protection of Bank Savings, or e) Participate in the Board of Directors of financial entities that are part of, if applicable, other Financial Groups, or of the Holding Companies of the same, as well as of other non-grouped financial entities.

Article 61.- The General Director, in the exercise of their functions and activities, as well as for the due fulfillment of the obligations established by this or other laws, will be assisted by the Relevant Executives designated for such effect and by any employee of the Holding Company, the financial entities that are part of the Financial Group, or the Subsidiaries.
The General Director, in the management, direction, and execution of the business of the Holding Company, must provide what is necessary so that, in the financial entities that are part of the Financial Group and Subsidiaries, compliance with the obligations contemplated in this Law is achieved.

Article 62.- The General Director and the other Relevant Executives will perform their positions in terms of what is provided in Article 40 of this Law within their respective competencies, and therefore will be liable for damages and losses derived from the functions corresponding to them. Likewise, the exclusions and limitations of liability referred to in Articles 49 and 55 of this Law will apply to them, as appropriate.
Additionally, the General Director and the other Relevant Executives will be responsible for the damages and losses they cause to the Holding Company, the financial entities that are part of the Financial Group, or the Subsidiaries due to:

I. The lack of timely and diligent attention, for causes attributable to them, to requests for information and documentation within the scope of their competencies required by the Board of Directors of the Holding Company.
II. The knowing presentation or disclosure of false or misleading information.
III. The updating of any of the unfair conduct provided for in Articles 51, fractions III to VII, and 52 of this Law, with the responsibilities provided for in Articles 53 and 54 of this legal instrument being applicable.

CHAPTER VI
Of Shareholders' Meetings and Shareholders' Rights

Article 63.- The ordinary general shareholders' meeting of the Holding Companies, in addition to what is provided by the General Law of Commercial Societies, will meet to approve the acts that the Holding Company itself, the financial entities, and Subsidiaries intend to carry out, within the span of a social exercise, when they represent twenty percent or more of the consolidated assets of the Financial Group based on figures corresponding to the close of the immediate previous quarter, regardless of the manner in which they are executed, whether simultaneous or successive, but that by their characteristics can be considered as a single act.

Article 64.- Holding Companies may provide stipulations in their bylaws, without prejudice to the rights of shareholders established in Article 65 of this Law, that:

I. Impose restrictions, of any nature, on the transfer of ownership or rights, with respect to the shares representing the social capital of the same series or class, different from what is provided in Article 130 of the General Law of Commercial Societies. The foregoing, provided that such stipulations:
a) Are approved in an extraordinary general shareholders' meeting in which five percent or more of the social capital represented by the shareholders present did not vote against. b) Do not exclude one or more shareholders distinct from the person intending to obtain Control, from the economic benefits that, if any, result from the aforementioned clauses. c) Do not absolutely restrict the taking of Control of the company. Regarding clauses that require approval of the Board of Directors for the acquisition of a certain percentage of the social capital, criteria to be considered by the aforementioned board to issue its resolution must be established, as well as the deadline to which it must be subject, without exceeding three months. d) Do not render null the exercise of the patrimonial rights of the acquirer. The foregoing, without prejudice to the notices and authorizations regarding acquisitions or transmissions of shares by more than two percent of the social capital of the Holding Company, and acquisitions of shares by more than five percent of said social capital, in accordance with Articles 26 and 28 of this Law. Any statutory clause of those provided for in this fraction that does not comply with the aforementioned requirements will be null ab initio.
II. Establish grounds for the exclusion of shareholders or to exercise rights of separation, withdrawal, or to amortize shares, in addition to what is provided by the General Law of Commercial Societies, as well as the price or the bases for its determination.
III. Implement mechanisms to be followed in case shareholders do not reach agreements regarding specific matters.
IV. Expand, limit, or deny the preemptive subscription right referred to in Article 132 of the General Law of Commercial Societies. Regarding this, different means of publicity from those indicated in said legal provision may be stipulated.
V. Allow limiting liability for damages and losses caused by their directors and Relevant Executives, derived from the acts they execute or decisions they adopt, in terms of what is established in Article 49 of this Law.
The titles relating to the shares representing the social capital of the Holding Companies must incorporate, if applicable, the stipulations agreed upon in accordance with this article.

Article 65.- Shareholders of the Holding Companies, without prejudice to what other laws or the bylaws specify, will enjoy the following rights:

I. Have available, at the offices of the company, the information and documents related to each of the points contained in the agenda of the shareholders' meeting corresponding, free of charge and with at least fifteen days' advance notice before the date of the meeting.
II. Prevent matters under the rubric of general or equivalent from being treated in the general shareholders' meeting.
III. Be represented in shareholders' meetings by persons who prove their identity through power of attorney forms prepared by the company and made available to them with at least fifteen days' advance notice before the holding of each meeting.
The aforementioned forms must meet at least the following requirements:
a) Clearly indicate the name of the company, as well as the respective agenda. b) Contain space for the instructions indicated by the grantor for the exercise of the power.
The secretary of the board will be obligated to ensure compliance with what is provided in this fraction and report on it to the assembly, which will be recorded in the respective minutes.
IV. Appoint and remove from the general shareholders' meeting a member of the Board of Directors, when individually or collectively they hold ten percent of the social capital, without the percentage referred to in Article 144 of the General Law of Commercial Societies being applicable. Such appointment can only be revoked by the other shareholders when, in turn, the appointment of all other directors is revoked, in which case the substituted persons cannot be appointed as such during the twelve months immediately following the date of revocation.
V. Request from the president of the Board of Directors or committees performing functions regarding corporate practices and audit referred to in this Law, regarding matters on which they have voting rights, to convene at any time a general shareholders' meeting, or to postpone by a single time the voting on any matter regarding which they do not consider themselves sufficiently informed, within three days and without the need for a new call. All of the foregoing provided that individually or collectively they hold ten percent of the social capital, without the percentages referred to in Articles 184 and 199 of the General Law of Commercial Societies being applicable.
VI. Oppose judicially, in accordance with what is provided in Article 201 of the General Law of Commercial Societies, the resolutions of the general assemblies, provided they enjoy the voting right on the matter in question, when they hold individually or collectively twenty percent or more of the social capital, without the percentage referred to in said provision being applicable.
VII. Agree among themselves:
a) Obligations not to develop commercial activities that compete with any of the members of the Financial Group or controlled legal entities, limited in time, subject matter, and geographic coverage, without such limitations exceeding three years counted from the date the shareholder ceased to participate in the Holding Company and without prejudice to what is established in other applicable laws. b) Rights and obligations that establish call or put options for the shares representing the social capital of the company, such as:
1. That one or more shareholders can only alienate all or part of their shareholding, when the acquirer also undertakes to acquire a proportion or all of the shares of another or other shareholders, under equal conditions.
2. That one or more shareholders can demand from another shareholder the alienation of all or part of their shareholding, when they accept an acquisition offer, under equal conditions.
3. That one or more shareholders have the right to alienate or acquire from another shareholder, who must be obligated to alienate or acquire, as applicable, all or part of the shareholding subject to the operation, at a determined or determinable price.
4. That one or more shareholders are obligated to subscribe and pay a certain number of shares representing the social capital of the company, at a determined or determinable price.
c) Alienations and other legal acts relating to ownership, disposal, or exercise of the preemptive right referred to in Article 132 of the General Law of Commercial Societies, regardless of whether such legal acts are carried out with other shareholders or with persons distinct from them. d) Agreements for the exercise of voting rights in shareholders' meetings, without Article 198 of the General Law of Commercial Societies being applicable for this purpose. e) Agreements for the alienation of their shares in a public offer. The agreements referred to in this fraction will not be enforceable against the company, except in the case of a judicial resolution, so that their non-compliance will not affect the validity of the vote in shareholders' meetings. Members of the Board of Directors, the General Director, and the natural person designated by the legal entity providing external audit services to the Holding Company may attend the shareholders' meetings of the Holding Company as guests, with voice but without vote. In the case of the person providing external audit services, they must abstain from being present regarding those agenda items in which they have a conflict of interest or that may compromise their independence.

Article 66.- Shareholders of the Holding Companies, when exercising their voting rights, must adhere to what is established in Article 196 of the General Law of Commercial Societies. For this purpose, it will be presumed, unless proven otherwise, that a shareholder has in a specific operation an interest contrary to that of the Holding Company or the financial entities that are part of the Financial Group or Subsidiaries, when maintaining Control of the company, they vote for or against the celebration of operations obtaining benefits that exclude other shareholders or the Holding Company or the financial entities that are part of the Financial Group or the Subsidiaries.
Liability actions against shareholders who infringe what is provided in the previous paragraph will be exercised in terms of what is established in Article 54 of this Law.

THIRD TITLE
SINGLE CHAPTER
Of Subsidiaries of Foreign Financial Institutions

Article 67.- For the purposes of this Law, it will be understood as:

I. Subsidiary: The Mexican company authorized to organize and operate in accordance with the corresponding Law, as any of the financial entities that, in terms of this Law, may integrate a Financial Group;
II. Foreign Financial Institution: The financial entity constituted in a country with which Mexico has celebrated a treaty or international agreement pursuant to which the establishment in national territory of Subsidiaries is permitted; and
III. Subsidiary Holding Company: The Mexican company authorized to organize and function as a Holding Company of a Financial Group in terms of this Law, and in whose capital a Foreign Financial Institution participates in terms of this chapter.

Article 68.- Subsidiary Holding Companies will be governed by what is provided in the corresponding treaties or international agreements, this chapter, the provisions contained in this Law and those emanating from it, applicable to Holding Companies and Financial Groups, insofar as they do not oppose this Title, as well as the rules for the establishment of subsidiaries issued by the Secretariat, hearing the opinion of the Bank of Mexico and the National Banking and Securities Commission, Insurance and Sureties Commission, and the Retirement Savings System.
The Secretariat will be empowered to interpret for administrative purposes the provisions on financial services included in the treaties or international agreements referred to in the previous paragraph.

Article 69.- Financial entities in whose capital a Subsidiary Holding Company participates will be governed by the provisions applicable to Subsidiaries of Foreign Financial Institutions.

Article 70.- To organize a Subsidiary Holding Company and function as a Financial Group, the Foreign Financial Institution will require authorization from the Federal Government, which competes to grant discretionarily to the Secretariat, hearing the opinion of the Bank of Mexico and, as applicable depending on the members of the Financial Group, of the National Banking and Securities Commission, Insurance and Sureties Commission, or the Retirement Savings System. By their nature, these authorizations will be non-transferable.
The authorizations granted for this purpose, as well as their modifications, will be published in the Official Gazette of the Federation.
The authorization referred to in this article will be granted without prejudice to the procedures that, if any, must be carried out before the Federal Economic Competition Commission or any other authority.

Article 71.- Financial authorities, within the scope of their respective competencies, will guarantee compliance with national treatment commitments assumed by Mexico, if any, in the terms established in the applicable treaty or international agreement.
Subsidiary Holding Companies may perform the same acts as Holding Companies, unless the applicable treaty or international agreement establishes some restriction.

Article 72.- Only the Foreign Financial Institution expressly authorized in the applicable treaty or international agreement may organize a Financial Group, in accordance with what is indicated by this Law and the rules referred to in Article 68 of this Law.

Article 73.- The request for authorization to organize a Subsidiary Holding Company must comply with the requirements established in this Law and in the rules to which the aforementioned article refers.

Article 74.- The social capital of Subsidiary Holding Companies will be integrated by shares of the "F" series, which will represent at least fifty-one percent of said capital. The remaining forty-nine percent of the social capital may be integrated indistinctly or jointly by "F" series and "B" series shares.
Shares of the "F" series can only be acquired, directly or indirectly, by a Foreign Financial Institution.

The "B" series shares shall be governed by the provisions of this Law for "O" series shares. The Foreign Financial Institution owning the "F" series shares shall not be subject to the limits established in Article 28 of this Law regarding its holding of "B" series shares.

The shares shall be of equal value; within each series, they shall confer the same rights to their holders, and must be paid in full at the time of subscription. The aforementioned shares shall be kept in deposit at one of the securities depository institutions regulated by the Securities Market Law, who shall in no case be obliged to deliver them to the holders. In any case, with respect to foreign governments, the provisions of Article 24 of this Law shall apply.

Article 75.- The "F" series shares representing the social capital of a Holding Subsidiary Company or a Subsidiary may only be alienated with prior authorization from the Secretariat.

Except in the case where the acquirer is a Foreign Financial Institution or a Holding Subsidiary Company, to carry out the alienation, the bylaws of the Holding Subsidiary Company whose shares are the subject of the operation must be modified.

Authorization from the Secretariat nor modification of bylaws shall not be required when the transfer of shares is as collateral or ownership to the Institute for the Protection of Bank Savings.

Article 76.- The Secretariat may authorize a Foreign Financial Institution or Holding Subsidiary Company to acquire shares of financial entities to join a Financial Group, or for a Foreign Financial Institution to acquire the shares of a Holding Company, in which case, the bylaws of the financial entity or Holding Company whose shares are the subject of the alienation must be modified, in order to comply with the provisions of this Title.

Article 77.- The administration of Holding Subsidiary Companies shall be governed by the provisions applicable to Holding Companies referred to in this Law, except as provided in this article.

The shareholder of the "F" series representing at least fifty-one percent of the paid-up social capital shall designate one-half plus one of the directors, and for every ten percent of shares of this series exceeding that percentage, shall have the right to designate one additional director. The "B" series shareholders shall designate the remaining directors. The appointment of minority directors may only be revoked when the appointment of all other directors of the same series is revoked.

The appointment of independent directors shall be designated proportionally in accordance with the preceding paragraph.

In the case of Holding Subsidiary Companies in which at least ninety-nine percent of the titles representing the social capital are owned, directly or indirectly, by a Foreign Financial Institution or a Holding Subsidiary Company, the number of directors may be determined freely, which in no case may be less than five, observing what is stated in this article.

The majority of the directors of a Holding Subsidiary Company must reside in national territory.

FOURTH TITLE
Of the offer of joint services
SINGLE CHAPTER
Of the use of facilities and the joint offer of financial services

Article 78.- Financial entities that, under this Law, may be held as members of a Financial Group, in accordance with the general rules issued by the Secretariat, may carry out operations that are their own through offices and public service branches of other financial entities that are members of the Financial Group.

Financial entities that are members of a Financial Group that intend to offer financial products and services of another or other financial entities that are members of the same Financial Group must comply with the security, operation, and training requirements established for these purposes by the applicable provisions.

Without prejudice to the foregoing, it shall be understood that the provisions of their respective special financial laws shall apply first to the financial entities that are members of a Financial Group.

Article 79.- Financial entities that are members of a Financial Group that, through their public service branches, offer financial products and services of another or other financial entities that are members of the Financial Group, must reveal and inform the public of the name of the financial entity that offers and grants the product and/or financial service in question, in order for the client to have full knowledge of the legally responsible counterparty.

The advertising that is issued and displayed to inform the public about the financial products and services referred to in the preceding paragraph must be subject to the Law for Transparency and Regulation of Financial Services.

Article 80.- Financial entities that are members of a Financial Group may offer financial products and/or services of other financial entities that are linked to the financial products and services offered by the financial entity in question.

Financial entities may offer financial products and/or services under the foregoing provided that they comply with the general provisions issued for these purposes by the Secretariat, hearing the opinion of the National Banking and Securities Commission, the Insurance and Bonds Commission, the Commission for the Protection and Defense of Users of Financial Services, and the Retirement Savings System.

In any case, the express consent of the client is necessary to contract the additional or linked products and services that they contract with a financial entity, under the premise that it is the undeniable right of the client to contract these through an independent third party. The provisions of this paragraph must be informed to clients through the contracts entered into with them, as well as the advertising of the financial products and services in question.

The express consent of the client referred to in the preceding paragraph must be recorded in a special section within the documentation that the client must sign to contract a product or service. The autograph signature of the client relating to the text of said consent must be additional to that normally required by the financial entity that is a member of the Financial Group for the celebration of the requested product or service.

FIFTH TITLE
Of the investments of the Holding Company
CHAPTER I
Of the investments of the Holding Company in general

Article 81.- In addition to the shareholding participation of the Holding Company in financial entities that are members of the Financial Group, it may make the following investments subject to the general provisions issued for these purposes by the Secretariat, with prior opinion from the Bank of Mexico, the National Banking and Securities Commission, the Insurance and Bonds Commission, and the Retirement Savings System, and in the terms provided in this Law:

I. Titles representing the social capital of financial entities that are not members of the Financial Group.

II. Titles representing the social capital of Service Providers and Real Estate Companies.

III. Titles representing at least fifty-one percent of the social capital of Sub-holding Companies, provided that it has Control of the same and with prior authorization from the Secretariat, hearing the opinion of the Bank of Mexico and, as applicable, the National Banking and Securities Commission, the Insurance and Bonds Commission, and the Retirement Savings System.

IV. Real estate, furniture, and equipment, strictly indispensable for the carrying out of its object.

V. Securities issued by the Federal Government, banking collection instruments, and other investments authorized by the aforementioned Secretariat.

VI. Titles representing the social capital of foreign financial entities, with prior authorization from the Secretariat, in the terms and proportions determined by the latter.

The investments in the legal entities referred to in the foregoing subsections that are made under the terms of this article shall not be considered part of the Financial Group in question.

Article 82.- Financial entities and legal entities in whose social capital the Holding Company participates that are not considered members of the Financial Group, in accordance with this Law, must abstain from:

I. Holding themselves out as financial entities and legal entities linked to the Holding Company of the Financial Group, or to any of the financial entities that are members of said Financial Group;

II. Acting in a manner that generates confusion among users about who is the service provider, so they must clearly distinguish that their services are not provided by the financial entities that are members of the Financial Group, nor with their backing;

III. Using in their names, advertising, and products, the name, brand, logos, or any other distinctive sign that could be associated with the financial entities or the Financial Group to which they belong, and

IV. Using the facilities and carrying out operations that are their own in the offices of the financial entities that are members of the Financial Group, unless there is a service or lease contract in between, in the cases and conditions established by general provisions issued by the Secretariat, with the opinion of the Bank of Mexico and the National Banking and Securities Commission, the Insurance and Bonds Commission, and the Retirement Savings System.

In the event that financial entities or legal entities have a service contract under the terms of the foregoing subsection IV to use the facilities and offices of an entity that is a member of a Financial Group, they must establish signage that clearly and unmistakably specifies that it is a financial entity or legal entity independent of the Financial Group.

Article 83.- The investments made by the Holding Company through Sub-holding Companies must adhere, as appropriate, to the provisions of this Law regarding the incorporation, separation, merger, and spin-off of financial entities that are members of a financial group, to the provisions regarding the investments carried out by the Holding Company in financial entities that are not members of the Financial Group and Service Providers and Real Estate Companies, as well as to the other applicable provisions in accordance with this Law.

Article 84.- Service Providers and Real Estate Companies in which the Holding Company participates directly or through Sub-holding Companies, as well as the latter, shall be subject to the general rules issued by the Secretariat, hearing the opinion of the Bank of Mexico and, the National Banking and Securities Commission, the Insurance and Bonds Commission, and the Retirement Savings System.

Both Service Providers and Real Estate Companies, as well as Sub-holding Companies, shall be under the inspection and supervision of the Supervisory Commission and, consequently, must pay the corresponding inspection and supervision fees.

Article 85.- The Secretariat, hearing the opinion of the Bank of Mexico and, as applicable, the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System, may revoke the authorization for Holding Companies to maintain, directly or indirectly, the investments referred to in this Title if, in its judgment, it considers that it has not complied with the applicable provisions.

The Holding Company shall have a maximum period of three hundred and sixty days, counted from the date on which the revocation of the aforementioned authorization is notified, to withdraw the investments referred to in the preceding paragraph. This is without prejudice to the imposition of sanctions applicable in accordance with this or other laws.

CHAPTER II
Of the investments in financial entities that are not members of the Financial Group

Article 86.- For a Holding Company to invest directly or indirectly in financial entities that are not members of its Financial Group, it requires authorization from the Secretariat. These authorizations shall be granted or denied at the discretion of said Secretariat, hearing the opinion of the Bank of Mexico and, as applicable, the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System.

In no case may the direct or indirect investments of the Holding Company in titles representing the social capital of financial entities that are not members of its Financial Group exceed fifty percent of the social capital of the financial entity in question.

Likewise, in no case may the sum of the investments in financial entities that are not members of the Financial Group exceed fifty percent of the social capital of the set of financial entities that are members of the respective Financial Group.

Without prejudice to what is established in this article, it shall be understood that the investments in financial entities made by financial entities that are members of a Financial Group shall be subject first to the provisions of their respective special financial laws.

Article 87.- The requests for authorization for the Holding Company to invest directly or indirectly in financial entities that are not members of its Financial Group must be presented to the Secretariat, accompanied by the following documentation:

I. Certified copy by the secretary of the board of directors of the Holding Company, of the agreement adopted by the corresponding governing body, in which the approval of the amount to be invested in the capital of the entity or entities in question is recorded;

II. The draft deed of incorporation of the entity or entities, in case of new creation. In the case of already constituted entities, only a public instrument granted before a public notary containing the current bylaws must be presented;

III. The programs and agreements under which the Holding Company will acquire the titles representing the social capital of the entity or entities that correspond;

IV. The list of shareholders of the entity or entities and the shareholding percentage of each;

V. The financial statements that present the situation of the financial entity or entities, and

VI. The other documentation that, as appropriate, the Secretariat requests in order to evaluate the corresponding request.

In addition to the foregoing, the corresponding request must specify the total amount of the investment and the percentage of shareholding participation that it represents in the social capital of the entity or entities in question, as well as the justification of the economic and operational feasibility of carrying out the investment in the entity or entities.

The Holding Company may acquire shares representing the capital of a multiple banking institution in accordance with this chapter, provided that the latter has financial solidity and solvency and is not subject to minimum or additional special corrective measures, in terms of the Credit Institutions Law.

Article 88.- For a Holding Company to increase or decrease its direct or indirect participation in financial entities that are not members of its Financial Group, without in any case exceeding fifty percent of the social capital of said entities, authorization from the Secretariat is required, hearing the opinion of the Bank of Mexico and, as applicable, the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System.

The corresponding request must specify the following:

I. The amount of the increase or decrease in the investment it maintains, as well as the percentage of shareholding participation that it represents in the social capital of the corresponding entity;

II. The justification of said increase or decrease, and

III. The list of shareholders of the entity in question, as well as the percentage of its shareholding that would result from the increase or decrease in the investment.

To this effect, a certified copy by the secretary of the board of administration of the agreement adopted by the corresponding administration body, in which the approval of the increase or decrease in the investment in the capital of the entity in question is recorded, must be attached.

CHAPTER III
Of the investments in Service Providers and Real Estate Companies

Article 89.- To invest directly or indirectly in Service Providers and Real Estate Companies, Holding Companies require authorization from the Secretariat. These authorizations shall be granted or denied at the discretion of said Secretariat, hearing the opinion of the Bank of Mexico and, as applicable, the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System.

Holding Companies that participate in the social capital of Service Providers and Real Estate Companies in accordance with this article shall be subject to the investment limits and requirements issued by the Secretariat through general rules, hearing the opinion of the Bank of Mexico and, as applicable, the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System.

Without prejudice to what is established in this article, it shall be understood that the investments in Service Providers and Real Estate Companies made by financial entities that are members of a Financial Group must first observe the provisions in special laws in financial matters that are applicable. In the absence of a special investment regime, the provisions of this chapter shall apply to said financial entities.

Article 90.- For a Holding Company to increase or decrease its participation in Service Providers and Real Estate Companies, as well as in Sub-holding Companies, it requires authorization from the Secretariat, hearing the opinion of the Bank of Mexico and, as applicable, the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System.

The corresponding request must comply with the requirements established in the general rules issued for this purpose by the Secretariat, in terms of the second paragraph of Article 89 of this Law, except in the case of Sub-holding Companies, in which case it must comply with the requirements referred to in Article 88 of this Law.

SIXTH TITLE
Of the protection of the interests of the public

CHAPTER I
Of regulation and supervision

Article 91.- The National Banking and Securities Commission, the Insurance and Sureties Commission, and the Retirement Savings System Commission, jointly, may establish prudential norms, on a consolidated basis, oriented towards preserving the stability and solvency of Financial Groups in matters of integral risk management, internal control, information disclosure, and those others they deem convenient to ensure the adequate functioning of Financial Groups.

The National Banking and Securities Commission, the Insurance and Sureties Commission, and the Retirement Savings System Commission, jointly, through general provisions, shall issue the rules and criteria to which the accounting of the Holding and Sub-holding Companies must adhere. The accounting rules and criteria issued by said Commissions shall establish the accounting consolidation regime, which shall include, where applicable, the revaluation criteria for consolidated accounting, as well as for harmonizing asset valuation.

Holding Companies must maintain a net capital, which shall not be less than the amount resulting from summing the permanent investments valued by the equity method held in the subsidiary companies of the Financial Group. The Secretariat shall determine, through general rules, the composition of said net capital, having previously heard the opinion of the Bank of Mexico, as well as of the National Banking and Securities Commission, regarding the net capital that Financial Groups in which a credit institution participates must maintain.

Holding Companies shall be responsible for ensuring that the financial entities comprising their Financial Group observe the capital requirements established in their respective special laws.

Article 92.- Any act or contract that signifies a variation in the assets or liabilities of a Holding Company or implies a direct or contingent obligation, must be recorded in the accounting on the same day it is carried out. The accounting, the corresponding books and documents, and the period for which they must be preserved, shall be governed by the general provisions issued jointly by the National Banking and Securities Commission, the Insurance and Sureties Commission, and the Retirement Savings System Commission, aimed at ensuring the reliability, timeliness, and transparency of the accounting and financial information of the Holding Companies.

Article 93.- Holding Companies may microfilm or record on optical discs, or in any other medium authorized by the Supervisory Commission, all those books, records, and documents in general, that are in their possession, related to the acts of the Holding Company itself, which the Supervisory Commission shall indicate through general provisions, according to the technical bases for microfilming or recording on optical discs, their handling, and preservation established by the same.

The original camera negatives obtained by the microfilming system and the images recorded by the optical disc system or any other medium authorized by the Commission referred to in the preceding paragraph, as well as the prints obtained from said systems or media, duly certified by the authorized official of the Holding Company, shall have in court the same probative value as the books, records, and documents microfilmed or recorded on optical discs, or preserved through any other authorized medium.

Article 94.- The National Banking and Securities Commission, the Insurance and Sureties Commission, and the Retirement Savings System Commission, jointly, through general provisions that ensure the transparency and reliability of the financial information of the Holding Companies and entities comprising the Financial Group, shall indicate the requirements to which the approval of financial statements by the administrators of the Holding Companies shall be subject; their dissemination through any means of communication, including electronic, optical, or any other technology;

technology; as well as the procedure to which the review carried out by the Supervisory Commission itself shall adhere.

The National Banking and Securities Commission, the Insurance and Sureties Commission, and the Retirement Savings System Commission shall jointly establish, through general provisions that facilitate the transparency and reliability of the financial information of the Holding Companies and the Financial Group, the form and content that the financial statements of the Holding Companies and the Financial Group must present; likewise, they may order that the financial statements be disseminated with the pertinent modifications and within the timeframes established for that purpose.

Holding Companies, as an exception to what is provided in Article 177 of the General Law of Mercantile Societies, must publish their financial statements under the terms and means established by the general provisions referred to in the first paragraph of this article.

Annual financial statements must be audited by an independent external auditor, who shall be appointed directly by the board of directors of the respective Holding Company.

The National Banking and Securities Commission, the Insurance and Sureties Commission, and the Retirement Savings System Commission, jointly, through general provisions that ensure the transparency and reliability of the financial information of the Holding Companies and the Financial Group, may establish the characteristics and requirements that independent external auditors must meet, determine the content of their reports and other statements, issue measures to ensure adequate rotation of said auditors in the Holding Companies, as well as indicate the information they must disclose in their reports, regarding other services, and in general, regarding professional or business relationships they provide or maintain with the Holding Companies they audit, or with related companies.

Article 95.- Holding Companies are obliged to make available to the general public the corporate, financial, administrative, operational, economic, and legal information determined by the Supervisory Commission, through general rules issued for such purposes.

To issue said rules, said Commission must take into consideration the relevance of that information to transparent to the public the solvency, liquidity, and operational security of the Companies and entities belonging to the Financial Group.

Article 96.- The Supervisory Commission shall have inspection and surveillance powers regarding the legal entities that provide external audit services under terms of this Law, including the partners, representatives, or employees thereof that are part of the audit team, in order to verify compliance with this Law and the observance of the general provisions emanating from it.

For this purpose, said Commission may:
I. Require any kind of information and documentation related to the provision of this type of services;
II. Conduct inspection visits;
III. Require the appearance of partners, representatives, and other employees of the legal entities that provide external audit services, and
IV. Issue or recognize audit norms and procedures that must be observed by the legal entities that provide external audit services when auditing or issuing opinions regarding the financial statements of the Holding Companies.

The exercise of the powers referred to in this article shall be limited to the reports, opinions, and audit practices that, under terms of this Law, are carried out by the legal entities that provide external audit services, as well as their partners or employees.

Article 97.- Holding Companies must observe what is provided in Articles 94 and 98 of this Law, regarding the requirements that the legal entity providing them with external audit services must meet, as well as the external auditor who signs the report and other corresponding statements regarding the financial statements.

Article 98.- External auditors who sign the report on the financial statements on behalf of the legal entities providing external audit services must meet personal and professional requirements as well as have honorability under terms of what is established by the Supervisory Commission, through general provisions, and be partners of a legal entity that provides professional financial statement audit services and that complies with the quality control requirements established by said Commission in said provisions.

Furthermore, said external auditors, the legal entity of which they are partners, and the partners or persons who are part of the audit team must not fall under any of the situations of lack of independence established by the Supervisory Commission, through general provisions, in which aspects such as financial or economic dependency links, provision of additional services beyond auditing, and maximum time periods during which external auditors may provide external audit services to Holding Companies are considered.

Article 99.- The external auditor, as well as the legal entity of which he is a partner, are obliged to preserve the documentation, information, and other elements used to prepare their report, statement, or opinion, for a period of at least five years. For such purposes, automated or digitized means may be used.

Likewise, external auditors must supply the Supervisory Commission with the reports and other elements of judgment on which they base their reports and conclusions. If during the practice or as a result of the audit they find irregularities that affect the liquidity, stability, or solvency of any of the Holding Companies or entity comprising the Financial Group to which they provide their audit services, they must present to the audit committee, and in any case to the Supervisory Commission and to the Commission that supervises the corresponding financial entity, a detailed report on the observed situation.

Persons providing external audit services shall be liable for damages and losses caused to the Holding Company that hires them, when:
I. Due to inexcusable negligence, the report or opinion they provide contains flaws or omissions that, by reason of their profession or trade, should have been part of the analysis, evaluation, or study that gave rise to the report or opinion.
II. Intentionally, in the report or opinion:
a) They omit relevant information of which they have knowledge, when it should be contained in their report or opinion; b) They incorporate false or misleading information, or adjust the result in order to appear as a situation different from what corresponds to reality; c) They recommend the execution of any operation, choosing among the existing alternatives, that one which generates patrimonial effects notably detrimental to the institution, or d) They suggest, accept, facilitate, or propose that a certain transaction be recorded in contravention of the accounting criteria issued by the Commission.

Article 100.- The persons referred to in Article 96 of this Law shall not incur liability for damages or losses caused, derived from the services or opinions they issue, when acting in good faith and without fraud, the following occurs:

I. They render their report or opinion based on information provided by the person to whom they provide their services, and
II. They render their report or opinion adhering to the norms, procedures, and methodologies that must be applied to carry out the analysis, evaluation, or study corresponding to their profession or trade.

Article 101.- The National Banking and Securities Commission, the Insurance and Sureties Commission, and the Retirement Savings System Commission, jointly, shall fix the rules for the maximum estimation of the assets of the Holding Companies and the rules for the minimum estimation of their obligations and liabilities, in order to ensure the adequate valuation of said concepts in the accounting of the Holding Companies.

Article 102.- Financial Groups shall be subject to a supervision regime on a consolidated basis. For these purposes, the Holding Company and the entities comprising the Financial Group shall be considered as a single economic unit for purposes of information disclosure, accounting, and execution of the acts referred to in Article 39, fraction III, as well as the investments indicated in Articles 63, 84, and 89 of this Law, without prejudice to the obligations that other laws impose on the financial entities.

The Holding and Sub-holding Companies shall be subject to the supervision of the Supervisory Commission, which shall be responsible for supervising the general functioning of the Financial Group. For this purpose, the Secretariat shall have the power to determine for each Financial Group who the Supervisory Commission shall be, for which it shall take into account, among other elements of judgment, the accounting capital of the entities in question.

Without prejudice to what is established in the preceding paragraph, the financial entities comprising the Financial Group shall continue to be subject to individual supervision by the corresponding Commission, in accordance with the regulations applicable to each financial entity.

Article 103.- Holding Companies of Financial Groups and Sub-holding Companies are obliged to provide the Supervisory Commission with the data, reports, records, minute books, auxiliary books, documents, correspondence, and in general, the information it deems necessary, in the form and terms that the Secretariat, hearing the opinion of the Bank of Mexico, the National Banking and Securities Commission, the Insurance and Sureties Commission, and the Retirement Savings System Commission, determines through general norms, as well as to allow access to their offices and other facilities.

Article 104.- The Supervisory Commission shall be empowered to investigate, in the administrative sphere, acts or facts that presumably constitute or may come to constitute an infringement of what is provided in this Law or the general provisions derived from it.

For this purpose, as well as to verify compliance with what is provided in this Law and other general provisions emanating from it, said Supervisory Commission shall be empowered to:
I. Require any kind of information and documentation from any person or authority that may contribute to the development of the corresponding investigation.
II. Conduct inspection visits to any person who may contribute to the development of the investigation.
III. Require the appearance of persons who may contribute or provide elements to the investigation.
IV. Contract the services of auditors and other professionals who assist it in said function.

Article 105.- In the hearing of the appearances referred to in this Law, the Supervisory Commission shall formulate the questions it deems pertinent, in which case the appearance must answer, under oath, the questions posed to them.

The Supervisory Commission may conduct inspection visits to the Holding Company of said Financial Group, which may be ordinary, special, or investigative.

Ordinary visits shall be those carried out in accordance with the annual program approved by the president of the Supervisory Commission.

Special visits shall be those that, without being included in the annual program referred to in the preceding paragraph, are carried out in any of the following situations:
I. To examine and, where applicable, correct special operational situations.
II. To follow up on the results obtained in an inspection visit.
III. When changes or modifications occur in the accounting, legal, economic, financial, or administrative situation of the Holding Company or the Financial Group as a whole.
IV. When a Holding Company begins operations after the elaboration of the annual program referred to in the third paragraph of this article.
V. When acts, facts, or omissions occur in the Holding Company or in its relations with the other financial entities in which it participates, directly or indirectly, that were not originally contemplated in the annual program referred to in the third paragraph of this article, which motivate the carrying out of the visit.
VI. When they derive from international cooperation.

Investigative visits shall always be carried out whenever the Supervisory Commission has indications from which it can be inferred that some conduct presumably contravening what is provided in this Law and other general provisions emanating from it has been carried out.

Article 106.- Financial entities, Holding Companies, and Sub-holding Companies are obliged to allow the personnel designated by the Supervisory Commission immediate access to the place or places subject to the visit, to their offices, premises, and other facilities, including unrestricted access to the documentation and other sources of information that they deem necessary for the fulfillment of their functions, as well as to provide the necessary physical space to develop the visit and make available to them the computer, office, and communication equipment they require for such purposes.

The documentation referred to in the preceding paragraph includes, in an illustrative but not limiting manner, general or specific information contained in reports, records, minute books, auxiliary books, correspondence, automated data processing and preservation systems, including any other technical procedures established for that purpose, whether magnetic files or microfilmed, digitized, or recorded documents, and optical procedures for their consultation or of any other nature.

Article 107.- In order to preserve financial stability, avoid interruptions or alterations in the functioning of the financial system, as well as to facilitate the adequate fulfillment of their functions, the Secretariat, the National Banking and Securities Commission, the Insurance and Sureties Commission, and the Retirement Savings System Commission, and the Bank of Mexico must, at the request of an interested party, and under terms of the agreements referred to in the last paragraph of this article, exchange among themselves the information they have in their possession having obtained it:
I. In the exercise of their powers;
II. As a result of their action in coordination with other entities, persons, or authorities, or
III. Directly from other authorities.

The power mentioned in the preceding paragraph shall not be subject to restrictions regarding reserved or confidential information under terms of the applicable legal provisions. Whoever receives the information referred to in this article shall be administratively and criminally liable, under terms of the applicable legislation, for the dissemination to third parties of confidential or reserved information.

For the purposes of what is provided in this article, the aforementioned authorities must enter into information exchange agreements in which they specify the information subject to exchange and determine the terms and conditions to which they must adhere for this purpose. Likewise, these agreements must define the degree of confidentiality or reserve of the information, as well as the respective control instances to which cases will be reported in which the delivery of information is denied or its delivery is made outside the established deadlines.

Article 108.- The Secretariat, the National Banking and Securities Commission, the Insurance and Bonds Commission, and the Retirement Savings System Commission, and the Bank of Mexico, within the scope of their competence, are authorized to provide foreign financial authorities with all kinds of information they deem appropriate to address the requests made to them, such as documents, certificates, records, declarations, and other evidence that such authorities have in their possession having obtained it in the exercise of their powers.

For the purposes of the preceding paragraph, the authorities must have signed an information exchange agreement with the foreign financial authorities in question, in which the principle of reciprocity is contemplated.

The Supervisory Commission is authorized to deliver to foreign financial authorities the information protected by confidentiality provisions that is in its possession having been obtained in the exercise of its powers, acting in coordination with other entities, persons, or authorities or directly from other authorities.

The Bank of Mexico is authorized to deliver to foreign financial authorities the information protected by confidentiality provisions that is in its possession having been obtained directly in the exercise of its powers. Likewise, the Bank of Mexico is authorized to deliver to foreign financial authorities information protected or not by confidentiality provisions that it obtains from other authorities in the country, only in cases where it is expressly authorized in the information exchange agreement, by virtue of which it received said information.

In all cases, the Supervisory Commission and the Bank of Mexico may refrain from providing the information referred to in the two preceding paragraphs, when the use to which it is intended to be given is different from that for which it was requested, is contrary to public order, national security, or the terms agreed upon in the respective information exchange agreement.

The Secretariat, the National Banking and Securities Commission, the Insurance and Bonds Commission, and the Retirement Savings System Commission, and the Bank of Mexico must establish coordination mechanisms for the purposes of delivering the information referred to in this article to foreign financial authorities.

The delivery of information carried out in accordance with this article will not imply any transgression of the obligations of reserve, confidentiality, secrecy, or analogous ones that must be observed in accordance with the applicable legal provisions.

Article 109.- The National Banking and Securities Commission, the Insurance and Bonds Commission, and the Retirement Savings System Commission, at the request of the authorities cited in the previous article, and based on the principle of reciprocity, may carry out inspection visits to Controlling Companies, Subsidiaries, or Subsidiaries. At their discretion, the visits may be made through their channel or, in cooperation with the foreign financial authority in question, may allow the latter to carry it out.

The request mentioned in the preceding paragraph must be made in writing, at least thirty natural days in advance, and must be accompanied by the following:

I. Description of the object of the visit.
II. Applicable legal provisions regarding the object of the request.

The National Banking and Securities Commission, the Insurance and Bonds Commission, and the Retirement Savings System Commission may request that foreign financial authorities carry out visits in accordance with this article, a report on the results obtained.

Article 110.- In order to strengthen and deepen their supervision activities on the Financial Group and/or on each of the financial entities that integrate it, the National Banking and Securities Commission, the Insurance and Bonds Commission, and the Retirement Savings System Commission, must jointly elaborate a collaboration instrument aimed at achieving effective consolidated supervision, formalizing, among others, the following commitments:

I. Grant access to data, reports, documents, correspondence, and in general, to the information that the other supervisory Commissions request for the exercise of their supervision, inspection, and surveillance functions of the Financial Group or the entities that make it up, as applicable.
II. Grant access to the other supervisory Commissions to the visits they conduct to the Controlling Company or to the financial entities in which it exercises Control, as applicable.
III. Inform promptly about any relevant situation or any factor that potentially may affect the stability and solvency of the Financial Group or any entity integrating it, as applicable.

The exchange of the information indicated in this article will not be understood as a transgression of the secrets established by the special laws that govern them.

Article 111.- The National Commission for the Protection and Defense of Users of Financial Services may order the suspension of the advertising carried out by Financial Groups, when in its judgment it implies inaccuracy, obscurity, or unfair competition among the financial entities, or that by any other circumstance it may induce error, regarding the operations and services carried out by the financial entities of the Financial Group that it supervises.

Article 112.- When in the judgment of the Supervisory Commission, by virtue of the supervision it carries out, it detects acts in the Controlling Company that are violative of the laws that regulate them or of the general provisions derived from them, said Commission may:

I. Dictate the necessary measures to normalize the situation of the Controlling Company in question, setting a deadline for said normalization to take place.
II. Order that the execution of the allegedly irregular acts be suspended or proceed to their liquidation.

Article 113.- The Controlling Company and other financial entities integrating a Financial Group may share with each other information and documentation related to the operations and services that each of said entities concludes with its clientele, without this being understood as a violation of the secrets established by the special laws that govern them and that by the nature of the information and documentation shared could imply the obligation to keep secret. The foregoing does not release employees and officials of the Controlling Company and other financial entities integrating the Financial Group from their responsibility, in accordance with the applicable provisions, for violation of the secrets established in the articles indicated in this paragraph. Each financial entity will be obligated in case of improper revelation of the secret by its employees and officials to repair the damages and losses caused.

The Secretariat, hearing the opinion of the National Banking and Securities Commission, the Insurance and Bonds Commission, and the Retirement Savings System Commission, may issue general provisions by which it establishes the criteria, policies, and guidelines regarding what is established in the preceding paragraph.

Article 114.- The Controlling Company and other financial entities integrating a Financial Group that, in accordance with the Single Chapter of Title Fourth of this Law, share their facilities, must guarantee the security of the information, delimiting the operational areas that by their nature require confidentiality in accordance with what is established in the legal orders.

Article 115.- The financial entities integrating a Financial Group may not grant financing for the acquisition of shares representing their capital, of the Controlling Company or of any other financial entity integrating the Financial Group to which they belong.

Nor may they receive as collateral shares of general warehouse receipts, exchange houses, bond institutions, insurance institutions, brokerage houses, multiple banking institutions, operating companies of investment societies, distributors of shares of investment societies, retirement fund administrators, and multiple-object financial societies and those established in accordance with special financial legislations, of Controlling Companies or credit unions, unless they have the authorization of the Secretariat, hearing the opinion of the Bank of Mexico and the Supervisory Commission of the entity that intends to receive them as collateral.

Article 116.- The Controlling Company or Sub-controlling Companies may only incur direct or contingent liabilities and pledge their properties when it concerns the unique liability agreement referred to in this Law, operations with the Institute for the Protection of Bank Savings, and with authorization from the Bank of Mexico, regarding the issuance of subordinated obligations of forced conversion to shares representing their capital and obtaining short-term credits, while the placement of shares is carried out with respect to the incorporation or merger referred to in this Law.

CHAPTER II
Of Responsibilities and Corrective Measures

Article 117.- The Secretariat, through general provisions, hearing the opinion of the National Banking and Securities Commission, the Insurance and Bonds Commission, and the Retirement Savings System Commission, will establish the corrective measures that Controlling Companies must comply with, taking as a basis the obligation to ensure that the financial entities that integrate their Financial Group comply with the requirements provided in their respective special laws.

For the purposes of the preceding paragraph, the Secretariat may establish various categories, depending on the degree of insufficiency that the financial entities integrating the Financial Group have regarding the requirements indicated in the preceding paragraph, as well as define through general provisions, the measures that will be applicable based on the level of compliance and the criteria for their application.

The Secretariat must define through general provisions, the measures that will be applicable based on compliance with the aforementioned consolidated net capital, as well as the criteria for their application.

Corrective measures must have the object of preventing and, if applicable, correcting the problems they present and that may affect the financial stability or solvency of the Controlling Company or the financial entities integrating the Financial Group.

The adoption of any of the corrective measures imposed by the Supervisory Commission, based on this provision and on Article 118 of this Law, as well as on the provisions derived from them, and, if applicable, the sanctions or revocation procedures derived from their non-compliance, will be considered matters of public order and social interest, so no suspensive measure will proceed against them, this in protection of the interests of the public.

What is provided in this article, as well as in Article 118, will apply without prejudice to the powers attributed to the Supervisory Commission in accordance with this Law and other applicable provisions.

Controlling Companies of Financial Groups must provide for the implementation of corrective measures within their corporate bylaws, obligating themselves to adopt the actions that, in their case, are applicable to them.

Article 118.- By way of example and not limitatively, the measures referred to in the previous article may include:

I. Suspend the payment of dividends, the acquisition of own shares, and any other mechanism that implies a transfer of patrimonial benefits to shareholders.

II. Suspend the payment of compensations and additional extraordinary bonuses to the salary of the general director and officials of the two hierarchical levels below this, as well as not grant new compensations in the future for the general director and officials of the Controlling Company, until the insufficiencies in the financial entity integrating the Financial Group in question have been corrected in accordance with the applicable provisions. This provision must be contained in the contracts and other documentation that regulate working conditions.

What is provided in this subsection will also be applicable regarding payments made to Sub-controlling Companies, Service Providers, and Real Estate Companies, when said companies make payments to the officials of the Controlling Company.

The measure provided in this subsection is without prejudice to the acquired labor rights in favor of the persons who, in accordance with the same, may be affected.

III. Suspend the payment of interest, defer the payment of principal, and, if applicable, convert in advance into shares the subordinated obligations that are in circulation up to the amount necessary to cover the insufficiency in the financial entity integrating the Financial Group in question. This corrective measure will be applicable to those subordinated obligations that, in terms of what is provided in the provisions referred to in Article 117 of this Law, count as part of the consolidated net capital of the Financial Group.

Controlling Companies that issue the aforementioned subordinated obligations must include in the issuance act, in the information prospectus, as well as in any other instrument that documents the issuance, the possibility that the implementation of said measure may proceed when the corresponding causes occur in accordance with the general rules referred to in the penultimate paragraph of Article 91 of this Law, without it being a cause of non-compliance on the part of the Controlling Company.

IV. Refrain from making investments in financial entities integrating the Financial Group, as well as in shares representing the social capital of financial entities that are not integrating the Financial Group.

V. Replace officials, counselors, or external auditors, with the Controlling Company itself appointing the persons who will occupy the respective positions. The foregoing is without prejudice to the powers of the Supervisory Commission provided in Article 42 of this Law to determine the removal or suspension of members of the board of directors, general directors, directors, managers, and other officials who may obligate by their signature the Controlling Company.

VI. Order the sale of assets owned by the Controlling Company or owned by the financial entities integrating the Financial Group.

When Controlling Companies of Financial Groups maintain a consolidated net capital superior by twenty-five percent or more, to the required in accordance with the applicable provisions, the corrective measures will not be applicable to them.

Article 119.- The Controlling Company and each of the financial entities integrating a Financial Group will sign an agreement under which:

I. The Controlling Company will respond subsidiarily and unlimitedly for the compliance of the obligations incumbent on the financial entities integrating the Financial Group, corresponding to the activities that, in accordance with the applicable provisions, are proper to each of them, even regarding those contracted by said financial entities prior to their integration into the Financial Group, and

II. The Controlling Company will respond unlimitedly for the losses of each and every one of said financial entities. In the event that the equity of the Controlling Company is not sufficient to make effective the responsibilities that, with respect to the financial entities integrating the Financial Group, arise simultaneously, said responsibilities will be covered, in the first place, with respect to the credit institution that, if applicable, belongs to said Financial Group and, subsequently, pro rata with respect to the other entities integrating the Financial Group until exhausting the equity of the Controlling Company.

To this effect, the relationship that exists between the percentages that represent, in the capital of the Controlling Company, its participation in the capital of the financial entities in question will be considered.

For the purposes of what is provided in this Law, it will be understood that a financial entity belonging to a Financial Group has losses when the assets of the entity are not sufficient to cover its payment obligations.

The aforementioned responsibilities will be expressly provided for in the bylaws of the Controlling Company.

In the cited agreement, it must also be expressly stated that none of the financial entities of the Financial Group will respond for the losses of the Controlling Company, nor for those of the other participants of the Financial Group.

Article 120.- The responsibility of the Controlling Company derived from the agreement provided for in the previous article, with respect to the multiple banking institutions integrating a financial group, will be subject to the following:

I. The Controlling Company must respond for the losses registered by the multiple banking institutions integrating the Financial Group to which it belongs, in terms of what is provided in this article.

II. The Institute for the Protection of Bank Savings must determine the preliminary amount of the losses incumbent on a multiple banking institution on the date when the Board of Directors of said Institute has adopted any of the resolution methods provided in the Credit Institutions Law.

The preliminary amount of the losses will be determined based on the results of the technical study that the Institute for the Protection of Bank Savings elaborates for this purpose in accordance with the Credit Institutions Law, within ten business days following the date when the Board of Directors of said Institute has adopted the corresponding resolution method in accordance with said Law. When the technical study has been elaborated by a third party, in terms of the cited Law, the losses determined based on it will be considered definitive for the purposes provided in subsection V of this article. In those cases where the technical study is not available, the Institute will determine the preliminary amount of the losses incumbent on the multiple banking institution, based on the report elaborated by the custodian administrator, regarding the integral situation of the multiple banking institution provided in said Law. In this case, the Institute must determine the preliminary amount of the losses within ten business days following the date when the elaboration of the corresponding report has been concluded.

III. The Institute for the Protection of Bank Savings must notify the Controlling Company of the preliminary amount of the losses on the next business day following its determination.

The Controlling Company must constitute a reserve charged to its capital, for an amount equivalent to the preliminary amount of the losses that the Institute for the Protection of Bank Savings has determined in accordance with what is provided in the preceding subsection. For such purposes, the company will have a term that may not exceed fifteen natural days, counted from the date when said Institute notifies it of the preliminary amount of the losses incumbent on the multiple banking institution.

IV. The Holding Company shall guarantee to the Institute for the Protection of Bank Savings (Instituto para la Protección al Ahorro Bancario) the payment of the losses attributable to the multiple banking institution that the Institute has determined and covered through the institution's rehabilitation in accordance with the Credit Institutions Law. The Holding Company must constitute the guarantee referred to in this subsection within a period not exceeding fifteen natural days counted from the date it receives the notification referred to in subsection III of this article, even if the definitive amount of the losses attributable to the multiple banking institution that is part of the Financial Group has not yet been determined.

The guarantee referred to in this subsection must be for an amount equivalent to the preliminary amount of the losses attributable to the multiple banking institution that the Institute has notified to it. Such guarantee may be constituted over property owned by the Holding Company, provided that these assets are free of any encumbrance, or over the shares representing the social capital of the Holding Company itself or of any of the entities that make up the Financial Group, valued at their accounting value according to the latest available audited financial statements.

In the event that the guarantee is constituted over the shares representing the social capital of the Holding Company, the "O" or "F" series shares shall be affected first, as applicable. Regarding the "O" series, the shares of persons who, under the terms of this Law, exercise Control over the Holding Company must be affected first, and if these are insufficient, the remaining shares of said series. In the event that the "O" or "F" series shares are insufficient, the corresponding "L" series shares must be affected. For the constitution of this guarantee, the shares must be transferred to the account that the Institute maintains at any authorized securities deposit institution in accordance with the Securities Market Law. The guarantee in favor of the Institute shall be considered of public interest and preferential to any right constituted over said assets or titles.

The guarantee shall be granted by the General Manager of the Holding Company or whoever exercises their functions. To this effect, the securities deposit institution where the aforementioned shares are located, upon written request from the General Manager or whoever exercises their functions, shall transfer and hold them in guarantee in accordance with the provisions of this article, notifying the holders thereof accordingly.

In the event that the General Manager or whoever exercises their functions does not carry out the aforementioned transfer, the respective securities deposit institution must carry out said transfer, for which purpose a written request by the Executive Secretary of the Institute for the Protection of Bank Savings shall suffice.

When the guarantee is constituted over shares representing the social capital of one or more of the entities comprising the financial group, the General Manager of the Holding Company or whoever exercises their functions must transfer to the account that the Institute for the Protection of Bank Savings maintains at a securities deposit institution, the shares owned by the Holding Company that are sufficient to cover the amount of the guarantee, taking into consideration their accounting value according to the latest available audited financial statements of the corresponding entity. In the event that the General Manager of the Holding Company or whoever exercises their functions does not carry out the transfer of the shares, the provisions of the previous paragraph shall apply.

The exercise of the patrimonial and corporate rights inherent to the shares that are the subject of the guarantee provided for in this subsection shall correspond to the Institute for the Protection of Bank Savings.

In the event that the Holding Company grants the guarantee referred to in this subsection with assets other than the shares representing the social capital of the Holding Company or the entities comprising the Financial Group, the guarantee shall be constituted observing the applicable provisions to the legal act in question.

V. In the event that preliminary losses have been determined based on the report regarding the overall situation of the multiple banking institution, prepared by the custodian administrator in accordance with the Credit Institutions Law, or by using a technical study that the Institute for the Protection of Bank Savings has carried out with its staff in accordance with the Credit Institutions Law, said Institute must hire a specialized third party to analyze, evaluate, and, if applicable, adjust the results of the technical study or the report, as the case may be, based on the financial information of the institution itself and the applicable provisions. For the purposes of this article, the definitive determination of the losses recorded by the multiple banking institution shall be based on the same date information used to determine the preliminary value of the losses, and shall be that resulting from the analysis carried out by the third party hired by the Institute.

The specialized third party must comply with the criteria of independence and impartiality that the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) determines through general provisions that ensure the transparency and confidentiality of the financial information of credit institutions in accordance with the Credit Institutions Law.

The Institute for the Protection of Bank Savings must notify the Holding Company of the definitive amount of the losses attributable to the multiple banking institution, within a period that may not exceed one hundred twenty natural days counted from the notification referred to in subsection III of this article. The Holding Company must make the adjustments, if applicable, to the amount of the reserve and the guarantee referred to in subsections III and IV of this article, respectively, attending to the definitive amount of the losses notified to it by the Institute.

The Holding Company may object to the determination of the definitive amount of the losses, within ten business days following the day on which said amount is notified to it. For this purpose, the Holding Company, by common agreement with the Institute for the Protection of Bank Savings, shall appoint a specialized third party who will issue a report regarding the quantification of the losses, having a period of sixty natural days counted from the business day following the day on which the Holding Company presented its objection to the Institute. Until the quantification of the losses derived from the objection presented by the Holding Company is resolved, said company shall not be obligated to make the adjustments derived from the definitive amount of the losses notified by the cited Institute.

VI. The Holding Company must cover to the Institute for the Protection of Bank Savings or to the institution in liquidation, as applicable, the definitive amount of the losses determined in accordance with the provisions of subsection V of this article, within sixty natural days following the day on which the Institute notifies said amount to it. Without prejudice to the foregoing, said Institute may authorize the Holding Company to make partial payments within the aforementioned period, releasing proportionally the guarantee referred to in subsection IV of this article. In this case, said guarantee shall be released in the following order:

a) Assets other than the shares representing the social capital of the Holding Company and the entities comprising the Financial Group; b) Shares representing the social capital of the entities comprising the Financial Group; and c) Shares representing the social capital of the Holding Company. In this case, the "L" series shares shall be released first; second, the "O" series shares whose holders do not exercise Control over the Holding Company; and last, the "O" series shares of the Control group or the "F" series, as applicable.

In the event that the Holding Company does not cover the Institute for the Protection of Bank Savings with the amount referred to in the first paragraph of this subsection within the stated period and the payment guarantee has been constituted over shares, the ownership of such shares shall be transferred by operation of law to said Institute, for which purpose a written notification of such circumstance by the Executive Secretary of the Institute to the corresponding securities deposit institution shall suffice.

VII. Without prejudice to what is provided in this article, the Holding Company shall be liable for the losses that the multiple banking institution comprising the Financial Group registers subsequent to the definitive determination provided for in subsection V of this provision, provided that such losses derive from operations carried out prior to the date on which the Board of Directors of the Institute for the Protection of Bank Savings has adopted any of the resolution methods referred to in the Credit Institutions Law, and which were not disclosed at the time of the determination by the Institute itself.

VIII. The Holding Company shall be subject to a special supervision program by the Commission that supervises the financial entity comprising the Financial Group, which the Secretariat determines as predominant.

Additionally, the Supervisory Commission may request the carrying out of inspection visits to the authorities responsible for the supervision of the other members of the financial group. The competent inspection and surveillance staff of the Holding Company's Commission may attend such visits.

In the event that the supervision of the Holding Company is not the competence of the National Banking and Securities Commission, the latter may participate in the special supervision program and in the inspection visits referred to in this subsection.

IX. Without prejudice to what is provided by Chapter III of Title Seventh of this Law, the Supervisory Commission may declare the intervention with management character of the Holding Company, when it does not constitute within the established deadlines the reserve and the guarantee referred to in subsections III and IV of this article, respectively, or does not expand them in terms of subsection V. Upon taking possession of the administration of the Holding Company, the managing interventor must execute the acts referred to in subsections III, IV, and V of this article.

X. The Holding Company may not pay dividends to shareholders, nor carry out any mechanism or act that implies a transfer of patrimonial benefits to shareholders, from the date on which the Board of Directors of the Institute for the Protection of Bank Savings determines the applicable resolution method for the multiple banking institution, in accordance with the Credit Institutions Law, and until the Holding Company complies with what is provided in this article. The National Banking and Securities Commission shall notify said situation to the Holding Company.

In protection of the interests of the public savers, the payment system, and public interest, the bylaws of the Holding Company and the titles representing its social capital must include the content of this article, expressly stating that partners, by virtue of being such, accept that their shares may be given in guarantee in favor of the Institute for the Protection of Bank Savings, in accordance with the provisions of subsections IV and VI of this article, as well as their conformity for the case that, in the event of non-compliance with the timely payment that the Holding Company must cover to the Institute for the Protection of Bank Savings, in accordance with the provisions of subsection VI of this article, the ownership of their shares is transferred in favor of the Institute itself.

The Secretariat shall determine, through general rules, the procedure by virtue of which the Holding Company fulfills the responsibility assumed by it, through the single responsibility agreement, subject to what is provided in this article, as well as in the previous article.

Article 121.- When the Holding Company maintains an investment in financial entities not part of its Financial Group or in Service Providers and Real Estate companies, the Holding Company shall not have additional responsibilities to those indicated by the applicable financial and commercial legislation.

The aforementioned responsibilities shall be expressly provided for in the bylaws of the Holding Company.

SEVENTH TITLE
Of the revocation, liquidation, separation and intervention of Financial Groups

CHAPTER I
Of revocation

Article 122.- The Secretariat, hearing the opinion of the Bank of Mexico and, as applicable, of the National Banking and Securities Commission, of Insurance and Surety Commission or of the Retirement Savings System, and at the request of the Holding Company in question, may revoke the authorization for the organization of the Holding Company and the constitution and functioning of the Financial Group provided for in this legal instrument, provided that the following are met:

I. The shareholders' assembly of the Holding Company has agreed to its dissolution and liquidation and approved the financial statements in which obligations attributable to the Holding Company nor losses for which it must be liable for the financial entities comprising it are no longer registered;
II. The Holding Company has presented to the Secretariat the draft agreement for the termination of the responsibility agreement due to its dissolution and liquidation;
III. The Holding Company has presented to the Supervisory Commission the financial statements approved by the general shareholders' assembly, accompanied by the report of an external auditor that includes its opinions regarding components, accounts or specific items of the financial statements, where the status of the records referred to in the previous subsection is confirmed; and
IV. The financial entities comprising the Financial Group comply with the capitalization requirements they must observe in accordance with the applicable provisions, at the time the Holding Company requests revocation in accordance with this article.

The foregoing, without prejudice to the procedures that, if applicable, must be carried out before the Federal Economic Competition Commission or any other authority.

(3) The declaration of revocation shall be published in the Official Journal of the Federation and must be registered in the Public Commerce Registry corresponding to the social domicile of the Holding Company in question, for which the Registry shall only require prior notification. Once the revocation is registered in the Public Commerce Registry, the company must notify the Secretariat of said registration.

(3) Upon revocation of the authorization of the Holding Company, the financial entities comprising the Financial Group must cease to be considered as part of it. Such financial entities shall have a maximum period of sixty business days counted from the publication of the revocation in the aforementioned Official Journal, to suspend the offer of products and provision of financial services in the branches of the other financial entities that made up the Financial Group.

(2) Article 123.- The Secretariat, hearing the opinion of the Bank of Mexico and, as applicable, of the National Banking and Securities Commission, of Insurance and Surety Commission or of the Retirement Savings System, and prior to the hearing of the Holding Company of the affected Financial Group, may declare the revocation of the authorization granted for the organization of the Holding Company and the constitution and functioning of the Financial Group provided for in this legal instrument, in the following cases:

I. If the Holding Company in question does not present the public instrument in which the constitutive deed for its approval is recorded within ninety days following the date on which the authorization in question was notified;
II. If the Holding Company in question is declared in commercial bankruptcy in accordance with the applicable provisions;

III. If the Financial Group does not maintain the minimum number of financial entities comprising it in accordance with what is established in this Law;
IV. If the Holding Company in question does not comply with the capitalization requirements in terms of this Law and the provisions emanating from it;
V. If the Holding Company in question does not comply with the corrective measures referred to in articles 117 and 118 of this Law, which have been ordered by the Supervisory Commission; and
VI. If nine months have elapsed, counted from the declaration of intervention agreed upon by the Commission, and the irregularities that have affected the stability or solvency of the Holding Company have not been corrected.

The foregoing, without prejudice to the procedures that, if applicable, must be carried out before the Federal Economic Competition Commission or any other authority.

(3) For the purposes of what is provided by the first paragraph of this article, a hearing shall be granted to the Holding Company in question, so that, within a period of ten business days counted from the business day following the day on which the corresponding notification takes effect, it manifests in writing what is convenient for its interest and offers evidence.

(3) The Secretariat, at the request of a party, may extend by one single occasion the period provided by the previous paragraph, for the same duration, for which it will consider the particular circumstances of the case. Notifications shall take effect on the business day following the day on which they are carried out. Upon completion of the period referred to in the previous paragraph, and if applicable, its extension, the Secretariat shall have a period of up to sixty business days for the resolution of evidence. Upon expiration of the period for the resolution of evidence, the Holding Company shall have five business days to formulate arguments. On the business day following the expiration of said period, the instruction shall be considered closed and the Secretariat shall have a period that shall not exceed one hundred eighty business days to issue and notify the resolution that ends the revocation procedure referred to in this article.

(3) The Bank of Mexico and, as applicable, the National Banking and Securities Commission, of Insurance and Surety Commission or of the Retirement Savings System, must issue the opinion referred to in the first paragraph of this article, at least thirty business days in advance of the expiration of the period established for issuing the resolution that ends the revocation procedure. In the event that any of the aforementioned opinions is issued after the stated period, the Secretariat may resolve what corresponds with the records in the file, without the need to consider the opinion submitted late.

(2) The declaration of revocation shall be published in the Official Journal of the Federation and must be registered in the Public Commerce Registry corresponding to the social domicile of the Holding Company in question, for which the Registry shall only require prior notification. The revocation shall put the Holding Company in a state of dissolution and liquidation from the date it is notified to it, without the need for the agreement of the shareholders' assembly.

(4). (Repealed)
Upon revocation of the authorization of the Holding Company, the financial entities comprising the Financial Group must cease to be considered as part of it. Such financial entities shall have a maximum period of sixty business days counted from the publication of the revocation in the aforementioned Official Journal, to suspend the offer of products and provision of financial services in the branches of the other financial entities that made up the Financial Group.

Article 124.- Once the revocation resolution is issued, the Holding Company may not dissolve until it resolves the financial, operational, or judicial obligations of the financial entities that had comprised the Financial Group, which could negatively impact the interests of the public.

Article 125.- The Controlling Companies whose authorization has been revoked in accordance with this Chapter shall subsequently be subject to the provisions established in Chapter II of this Title.

CHAPTER II
Of the dissolution, liquidation, and commercial bankruptcy

Article 126.- The dissolution, liquidation, and commercial bankruptcy of the Controlling Companies shall be governed by what is provided in the General Law of Commercial Companies and, where applicable, by the Commercial Bankruptcy Law, with the following exceptions:

I. The appointment of the liquidator shall correspond to the shareholders' meeting, when the dissolution and liquidation has been voluntarily agreed upon by said body, in accordance with what is provided in article 122 of this Law. Such meeting shall have a period of thirty business days to designate the liquidator from the date on which the revocation is declared.

The companies shall notify the Supervisory Commission of the appointment of the liquidator, within five business days following their designation, as well as the initiation of the procedure for its corresponding registration in the Public Registry of Property and Commerce.

The Supervisory Commission may veto the appointment of the person who will hold the position of liquidator, when it considers that they do not have sufficient technical quality, honorability, and satisfactory credit history for the performance of their functions, do not meet the requirements established for this purpose, or have committed serious or repeated infractions of this Law or of the general provisions derived from it.

II. The position of liquidator may fall to credit institutions, the Service for the Administration and Disposition of Assets, or to natural or legal persons who have experience in the liquidation of companies.

When it concerns natural persons, the appointment must fall to persons who have technical quality, honorability, and satisfactory credit history and who meet the following requirements:

a) Be residents in national territory in terms of what is provided by the Federal Tax Code.

b) Be registered in the registry kept by the Federal Institute of Commercial Bankruptcy Specialists.

c) Present a Special Credit Report, in accordance with the Law to Regulate Credit Information Societies, provided by a credit information society containing their background of at least five years prior to the date on which the position is intended to begin.

d) Not have pending litigation with the Controlling Company or with one or more of the financial entities in which Control is exercised.

e) Not have been sentenced for property crimes nor disqualified from exercising commerce or from holding an employment, position, or commission in public service or in the Mexican financial system.

f) Not be declared bankrupt or subject to commercial bankruptcy proceedings.

g) Not have served as external auditor of the Controlling Company, or of any of the entities in which Control is exercised, during the twelve months immediately preceding the date of appointment.

h) Not be impeded from acting as conciliators, trustees, or syndics, nor have a conflict of interest in terms of the Commercial Bankruptcy Law.

With respect to legal persons in general, the natural persons designated to perform activities linked to this function must comply with the requirements referred to in this fraction. The Controlling Companies must verify that the person designated as liquidator complies, prior to the start of the exercise of their functions, with the requirements indicated in this fraction.

The Service for the Administration and Disposition of Assets may exercise the charge of liquidator, conciliator, or trustee with its personnel or through attorneys appointed for this purpose. The power of attorney may be granted to credit institutions or to natural persons who meet the requirements indicated in this fraction.

Institutions or persons who have an interest opposed to that of the company must abstain from accepting the position of liquidator, manifesting such circumstance.

III. The Supervisory Commission shall carry out the designation of the liquidator, when the dissolution and liquidation of the company in question is a consequence of the revocation of its authorization in the cases provided for in article 123 of this Law.

The aforementioned Commission may appoint a liquidator from any of the persons referred to in the previous fraction, observing the requirements provided.

In the event that, for justified cause, the liquidator appointed by said Commission resigns from their position, dies, or is dismissed, the Commission must designate the person who will substitute them within fifteen days following the occurrence of the fact in question.

In the cases referred to in this fraction, the responsibility of the Supervisory Commission shall be limited to the designation of the liquidator, so that the acts and results of the liquidator's performance shall be the exclusive responsibility of the latter.

IV. In the performance of their function, the liquidator must:

a) Collect what is owed to the company and pay what it owes.

In the event that the assets are insufficient to cover the liabilities of the Controlling Company, the liquidator must request commercial bankruptcy.

b) Prepare a report regarding the overall situation of the Controlling Company. In the event that the report indicates that the Controlling Company falls under grounds for commercial bankruptcy, it must request the judge to declare commercial bankruptcy in accordance with what is provided in the Commercial Bankruptcy Law, informing the Supervisory Commission thereof.

c) Instrument and adopt a scheduled work plan that contains the procedures and measures necessary for the obligations of the Controlling Company to be settled or transferred no later than within the year following the date on which the appointment was protested and accepted.

d) Convene the general shareholders' meeting, upon the conclusion of their management, to present a complete report of the liquidation process. Such report must contain the final balance sheet of the liquidation.

In the event that the liquidation does not conclude within the twelve months immediately following, counted from the date on which the liquidator accepted and protested their position, the liquidator must convene the general shareholders' meeting in order to present a report regarding the status of the liquidation, indicating the causes for which its conclusion has not been possible. Such report must contain the financial status of the Controlling Company and must be at the disposal of the shareholders at all times. Without prejudice to what is provided in the following paragraph, the liquidator must convene the general shareholders' meeting in the terms described above, for each year that the liquidation lasts, to present the cited report.

When the liquidator has convened the assembly but it does not meet with the necessary quorum, it must publish in two newspapers of greatest circulation in national territory a notice addressed to the shareholders, indicating that the reports are available to them, specifying the place and time in which they can be consulted.

e) Promote before the judicial authority the approval of the final liquidation balance sheet, in cases where it is not possible to obtain the approval of the shareholders to said balance sheet in terms of the General Law of Commercial Companies, because said assembly, despite having been convened, does not meet with the necessary quorum; or because said balance sheet is objected to by the assembly in an unfounded manner in the judgment of the liquidator. The foregoing is without prejudice to the legal actions corresponding to the shareholders in terms of the laws.

f) Where applicable, make known to the competent judge that there is physical and material impossibility to carry out the legal liquidation of the Controlling Company so that the judge orders the cancellation of its registration in the Public Registry of Commerce, which shall take effect after one hundred eighty days from the judicial order.

The liquidator must publish in two newspapers of greatest circulation in the national territory a notice addressed to the shareholders and creditors regarding the request to the competent judge.

Interested parties may oppose this cancellation within a period of sixty days following the notice, before the same judicial authority.

g) Exercise the legal actions that correspond to determine the economic responsibilities that, where applicable, exist, and to delineate the responsibilities that in terms of law and other applicable provisions result.

h) Refrain from purchasing for themselves or for another, the property of the Controlling Company in liquidation, without the express consent of the shareholders' meeting.

i) Keep in deposit, for ten years after the date on which the liquidation concludes, the books and papers of the Controlling Company.

V. The Supervisory Commission must request the declaration of commercial bankruptcy of a company, when there are elements that may update the assumptions for the declaration of commercial bankruptcy.

VI. Declared commercial bankruptcy, the aforementioned Commission, in defense of the interests of the creditors, may request that the procedure begin in the bankruptcy stage, or the early termination of the conciliation stage, in which case the judge will declare bankruptcy.

VII. The position of conciliator or trustee shall correspond to the person designated for this purpose by the Supervisory Commission within a maximum period of ten business days counted from the sentence that declares commercial bankruptcy in the conciliation or bankruptcy stage. Such appointment may fall to credit institutions, the Service for the Administration and Disposition of Assets, or to natural or legal persons who meet the requirements provided in fraction II of this article.

Declared commercial bankruptcy, whoever has the administration of the company in charge must present for the judge's approval, the procedures for the fulfillment of the obligations of the company, as well as the dates for their application. The judge, prior to its approval, will hear the opinion of the Commission mentioned in the previous subsection.

With respect to procedures for revocation, liquidation, or commercial bankruptcy of Controlling Companies of Financial Groups in which the Service for the Administration and Disposition of Assets serves as administrator, liquidator, or trustee, the Federal Government may assign resources to said decentralized body of the Federal Public Administration, with the exclusive purpose of carrying out the expenses associated with publications and other procedures relative to such procedures, when it is noted that these cannot be borne by the assets of the group in question due to lack of liquidity, or insolvency, in which case, it will constitute itself as a creditor of the latter.

When the Commission or the liquidator finds that there is impossibility to carry out the liquidation of the company, it will make it known to the competent judge so that the judge orders the cancellation of its registration in the Public Registry of Commerce, which shall take effect after one hundred eighty natural days from the judicial order.

Interested parties may oppose this cancellation within a period of sixty days, counted from the registration of the cancellation in the Public Registry of Commerce before the same judicial authority.

CHAPTER III
Of the intervention

Article 127.- The Supervisory Commission may declare the managerial intervention of the Controlling Company when, in its judgment, there are irregularities of any kind that affect its stability, solvency, or liquidity and put the interests of the public or its creditors in danger.

Likewise, said Commission may declare the managerial intervention of the Controlling Company when in any of the financial entities that make up the Financial Group to which the Controlling Company belongs, an intervention of such character has been decreed.

To this effect, the President of the Supervisory Commission may propose to its Board of Government the declaration of intervention with managerial character of the Controlling Company, and the designation of the person who will take charge of its administration with the character of manager-interventor, in the terms provided in this article.

The Supervisory Commission will maintain a registry of the persons who may carry out the function of manager-interventor of the own Controlling Company, or act as a member of the consultative council referred to in article 133 of this Law. To be certified and inscribed in the aforementioned registry, interested persons must submit in writing their application to the Supervisory Commission, with the documents that prove compliance with the requirements established in article 126, fraction II of this Law, prior to payment of the corresponding fees, and provided that they are not located in any of the grounds of inappropriateness provided in said article.

The Supervisory Commission will designate the manager-interventor and, where applicable, the members of the consultative council referred to in article 133 of this Law, by agreement of its Board of Government, within those persons who are inscribed in the registry referred to in the previous paragraph, provided that such persons meet the requirements provided in this Law to perform such positions.

Article 128.- The persons who obtain inscription in the registry referred to in the previous article, must fulfill with probity and diligence the functions derived from their designation, whether as manager-interventor or member of the consultative council, in accordance with this Law and other applicable provisions, and must keep due confidentiality regarding the information to which they have access in the exercise of their functions.

Article 129.- The official containing the appointment of manager-interventor and its revocation must be inscribed in the Public Registry of Commerce corresponding to the domicile of the intervened Controlling Company, without further requirements than the respective official document of the Supervisory Commission in which said appointment, the substitution of manager-interventor, or its revocation when said Commission authorizes lifting the intervention, is stated.

In the event that, for justified cause, the manager-interventor or some member of the consultative council resign from their position, the Supervisory Commission will have a period of up to thirty days to designate the person who will substitute them. For the corresponding substitution, what is indicated in article 127 of this Law must be observed.

Article 130.- The Supervisory Commission may determine the cancellation of the registry to perform as manager-interventor or member of the consultative council when these persons:

I. Do not adequately perform their functions;

II. Are convicted by a final sentence for an intentional crime deserving corporal punishment, or are disqualified from employment, position, or commission in public service, the financial system, or to exercise commerce;

III. Hold employment, position, or commission in the Public Administration, or are part of the Legislative or Judicial Powers in any of the three levels of Government;

IV. Refuse to perform the functions assigned to them in terms of this Law, without sufficient cause in the judgment of the Service for the Administration and Disposition of Assets, and/or

V. Have been convicted by a final sentence to pay damages and losses derived from any managerial intervention to which they were assigned.

Article 131.- The manager-interventor will have all the powers corresponding to the board of directors and full general powers for acts of dominion, administration, litigation, and collections, with the powers that require special clauses in accordance with the law, to grant and sign credit instruments, to file complaints and charges and to withdraw from the latter, and to grant the general or special powers that it deems convenient, and to revoke those that were granted by the intervened Controlling Company and those that it itself had conferred.

Article 132.- The manager-interventor will not be subordinate in its actions to the shareholders' meeting nor to the board of directors. From the moment that the managerial intervention begins, all powers of the board of directors and the powers of the persons determined by the manager-interventor will be subordinate to the manager-interventor. The shareholders' meeting may continue to meet regularly to know of the matters that concern it, and the same may be done by the board to be informed of the matters that the manager-interventor considers convenient regarding the functioning and the operations that the company carries out, as well as to opine on the matters that the manager-interventor itself submits to its consideration. The manager-interventor may cite the shareholders' meeting and meetings of the board of directors with the purposes it considers necessary or convenient.

Article 133.- For the exercise of its functions, the manager-interventor may have the support of a consultative council, which will be integrated by a minimum of three and a maximum of five persons, designated by the Supervisory Commission within those who are inscribed in the registry of the persons who may carry out the function of managerial intervention of the Controlling Company which said Commission will maintain for this purpose.

The consultative council will meet upon prior call by the manager-interventor to opine on the matters it wishes to submit to its consideration. From each session, a detailed minutes will be drawn up containing the most relevant issues and the agreements of the corresponding session.

The members of the consultative council may only excuse themselves from attending the meetings to which they have been called when there is a justified cause. Likewise, they may only abstain from knowing and pronouncing themselves regarding the matters submitted to their consideration when there is a conflict of interest, in which case they must make it known to the Supervisory Commission.

Article 134.- The manager-interventor must draw up an inventory of the assets and liabilities of the intervened Controlling Company and send it to the Supervisory Commission within thirty days following the date on which it took possession of its charge, along with a work plan in which the actions to be developed for the exercise of its function are expressed.

Article 135.- The manager-interventor must formulate a quarterly activity report, as well as a report regarding the overall situation of the Controlling Company and its constituent entities, informing the Supervisory Commission and the general shareholders' meeting about the content of said documents.

When the assembly has been convened but fails to meet with the necessary quorum, the supervisory-manager must publish in two of the newspapers with the widest circulation in the national territory a notice addressed to the shareholders, indicating that the aforementioned documents are available for their review, specifying the place and time in which they may be consulted. Likewise, they must send to the Supervisory Commission a copy of the opinion and report referred to.

The supervisory-manager must exercise the legal actions that correspond to determine the economic responsibilities that, if any, exist, and to delineate the responsibilities that, in terms of law and other applicable provisions, result.

Article 136.- The fees of the supervisory-manager and of the auxiliary personnel that such supervisors hire to perform their functions, as well as those corresponding to the members of the advisory council provided for in Article 133 of this Law, shall be covered by the intervened Controlling Society. For such purposes, the Supervisory Commission may establish, through provisions of a general nature, the criteria according to which the payment of such fees will be made, considering the financial situation of the Controlling Society and having as a guiding principle the evolution of remuneration in the country's financial system.

The Supervisory Commission will provide assistance and legal defense services to the supervisory-managers who are appointed by it in terms of this Law, to the auxiliary personnel that such supervisors hire, as well as to the members of the advisory council provided for in Article 133 of this legal order, with respect to the acts they perform in the exercise of the functions entrusted to them by this Law, when the Controlling Society in question does not have sufficient liquid resources to meet such assistance and legal defense.

The assistance and legal defense referred to in this article will be provided from the resources that the Supervisory Commission has for these purposes, in accordance with the general guidelines approved by its Board of Directors. For such purposes, the Secretariat, hearing the opinion of the Supervisory Commission, will establish the necessary mechanisms to cover the expenses derived from the assistance and legal defense provided for in this article.

Article 137.- The supervisory-manager may only obtain loans from the Controlling Society, or from any of the entities comprising the Financial Group in question, or acquire the status of debtor of such intermediaries by any title, under the same terms that, if any, the Board of Directors of the Supervisory Commission approves for its employees.

Article 138.- The Supervisory Commission must agree to lift the intervention when the irregularities that have affected the stability or solvency of the society have been corrected.

In the event that within an irrevocable period of nine months, counted from the declaration of intervention, it has not been possible to correct the irregularities, the Supervisory Commission, considering the result of the opinion formulated by the supervisory-manager, must make it known to the Secretariat so that it proceeds to its revocation.

When the Supervisory Commission agrees to lift the intervention with managerial character, it must inform the person in charge of the Public Registry of Commerce that has made the annotation referred to in Article 129 of this Law, in order to cancel the respective registration.

Article 139.- The supervisory-manager must formulate a final report of their management, which must include the actions carried out during the intervention and the financial situation of the Controlling Society in question.

The aforementioned report must be presented to the general assembly of shareholders in terms of what is provided in Article 135 of this Law, a copy of which must be sent to the Supervisory Commission.

The supervisory-manager will continue in the performance of their appointment, until the appointment of the new administrator, liquidator, or trustee, as the case may be, has been registered in the Public Registry of Commerce and they have taken office.

Article 140.- In the case of intervened Controlling Societies, the Supervisory Commission will continue with the exercise of its supervisory powers conferred by this Law and other applicable provisions.

EIGHTH TITLE
Of Administrative Procedures
CHAPTER I
Preliminary Provisions

Article 141.- In the administrative procedures for the imposition of sanctions provided for in this Law, all kinds of evidence will be admitted. In the case of confessions by authorities, it must be carried out in writing.

Once the right to be heard referred to in Article 143 of this Law has been exercised or, the written document through which a review appeal is filed has been presented, only supervening evidence will be admitted, provided that the corresponding resolution has not been issued.

(5) The Supervisory Commission may obtain the means of proof that it considers necessary, being able to agree on the admissibility of the offered proofs for this purpose. The evidence provided by the interested parties may only be rejected when they were not offered in accordance with the law, have no relation to the substance of the matter, are inappropriate, unnecessary, or contrary to morality or law. The valuation of the evidence will be made in accordance with what is established by the National Code of Civil and Family Procedures.

Once the hearing of evidence is concluded, the corresponding resolution will be issued, without it being necessary to notify the interested party prior to issuing said resolution.

Article 142.- The power of the Supervisory Commission to impose the administrative sanctions provided for in this Law, as well as in the provisions emanating from it, will expire in a period of five years, counted from the next business day after the conduct was carried out or the infringement scenario was met.

The expiration period indicated in the immediate preceding paragraph will be interrupted upon the initiation of the relative procedures. It will be understood that the procedure in question has started from the notification to the alleged infringer of the letter through which they are granted the right to be heard to state what is convenient for their rights in accordance with fraction I of Article 143 of this Law.

To calculate the amount of fines in those scenarios contemplated by this Law by reason of days of salary, the general daily minimum wage in force in the Federal District on the day the sanctioned conduct is carried out or the scenario that gives rise to the corresponding sanction is met will be taken as the base.

The fines imposed by the Supervisory Commission must be paid within fifteen business days following the day of their notification. When the fines are not paid within the period indicated in this paragraph, their amount will be updated from the month in which the payment should have been made until it is made, under the same terms established by the Federal Tax Code for this type of scenarios.

In the event that the infringer pays the fines imposed by the Supervisory Commission within the fifteen days referred to in the preceding paragraph, a reduction of twenty percent of its amount will be applied, provided that no means of defense has been filed against said fine.

CHAPTER II
Of the Imposition of Administrative Sanctions

Article 143.- The Supervisory Commission, in the imposition of administrative sanctions referred to in this Law, will be subject to the following:

(2) I. A hearing will be granted to the alleged infringer, who, within a period of ten business days counted from the next business day after the corresponding notification takes effect, must manifest in writing what is convenient for their interest and offer evidence. The aforementioned Commission, at the request of the party, may extend once the period referred to in this fraction, for the same length of time, for which it will consider the particular circumstances of the case. The notification will take effect on the next business day after it is practiced, and

II. In the event that the alleged infringer does not use the right to be heard within the granted period or, having exercised it, fails to dispel the imputations made against them, the imputed infringements will be considered proven and the corresponding administrative sanction will be imposed.

III. In the imposition of sanctions, the following aggravating circumstances will be taken into account, if applicable:

a) The impact on third parties or the financial system; b) Recidivism, the causes that originated it, and, if applicable, the corrective actions applied by the alleged infringer. A person will be considered a repeat offender if they have committed an infringement that has been sanctioned and, in addition to that, commit another of the same type or nature, within the two immediate years following the date on which the corresponding resolution became final; c) The amount of the operation, and d) The intention to carry out the conduct.

(3) Once the period referred to in fraction I of this article, and if applicable, its extension, has concluded, the Supervisory Commission will have a period of up to sixty business days to hear the evidence.

(3) Once the evidence admitted to the alleged infringer has been heard, the Supervisory Commission will notify the opening of a period of five business days to formulate arguments. The respective Commission may carry out such notification by posting or by any other means it determines.

(3) On the next business day after the expiration of the period to formulate arguments, the instruction will be considered closed and the respective Commission will have a period not greater than one hundred eighty business days to issue and notify the resolution that ends the sanctioning procedure and impose, if applicable, the sanctions that proceed in accordance with the law.

Article 144.- The sanctions will be imposed by the Board of Directors of the Supervisory Commission, which may delegate this power, based on the nature of the infringement or the amount of the fine, to the President or to the other public servants of the Supervisory Commission.

Article 145.- The National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System Commission, as applicable, may abstain from sanctioning the Controlling Societies regulated by this Law and subject to the supervision of said Commissions, provided that the cause of such abstention is justified in accordance with the guidelines issued for such purposes by the corresponding Board of Directors, and they refer to facts, acts, or omissions that do not involve gravity, there is no recidivism, they do not constitute a crime, and they do not endanger the interests of third parties or the financial system itself.

Article 146.- The fines referred to in this Law may be imposed on the Controlling Societies of Financial Groups, and on the Sub-controlling Societies, as well as on the members of the board of directors, general managers, executives, officials, employees, or respective attorneys-in-fact who have directly incurred or ordered the conduct that is the subject of the infringement. Without prejudice to the foregoing, the Supervisory Commission, attending to the circumstances of each case, may proceed in accordance with what is provided in Article 147 of this Law. Said Commission may impose a fine equivalent to up to double the amount provided for in this Law in case of recidivism.

Article 147.- In addition to the imposition of the corresponding sanction, the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System Commission may, as the case may be, admonish the infringer, or merely admonish them, considering their personal antecedents, the gravity of the conduct, that there are no elements to demonstrate that the interests of third parties or the financial system itself are affected, that having caused damage this has been repaired, as well as the existence of mitigating factors.

Article 148.- The National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System Commission will consider as a mitigating factor in the imposition of administrative sanctions, when the alleged infringer proves before the Commission in question that they have compensated for the damage caused, as well as the fact that they provide information that contributes to the exercise of the Commission's powers, in order to delineate responsibilities.

Article 149.- The procedures for the imposition of the administrative sanctions referred to in this Law will begin independently of the opinion of crime, if any, issued by the Supervisory Commission in terms of Article 161 of this legal order, as well as of the criminal procedures that correspond, if any. Likewise, said administrative sanctions will be independent of the revocation, if any, that proceeds of the authorization granted to the Controlling Society of Financial Groups to organize and operate as such, which, if any, the persons affected by the acts in question demand, as well as of the managerial or administrative interventions and the repair of the damage, if any, that the persons affected by the acts in question demand.

Article 150.- To protect the exercise of the right of access to government public information, the Supervisory Commission, adhering to the guidelines approved by its Board of Directors, must make known to the general public, through its Internet portal, the sanctions it imposes for infringements to this Law or to the provisions emanating from it, for which it must indicate:

I. The name, denomination, or corporate name of the infringer;
II. The legal provision infringed, the type of sanction imposed, amount or period, as applicable, the infringing conduct, and
III. The status of the resolution, indicating whether it is final or if it is susceptible to being challenged and in the latter case if any means of defense has been filed and its type, when there is knowledge of such circumstance having been duly notified by the competent authority.

In all cases, if the imposed sanction is left without effect by some competent authority, such circumstance must also be published.

The information indicated above will not be considered as reserved or confidential.

Article 151.- The Controlling Societies regulated by this Law and subject to the supervision of the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System Commission, as applicable, through their general manager or equivalent and, with the opinion of the person or area that exercises the functions of surveillance of the society itself, may submit to the authorization of the Supervisory Commission, a self-correction program when the society in question, in the realization of its activities, or the person or area that exercises the functions of surveillance as a result of the functions conferred upon it, detects irregularities or non-compliance with what is provided in this Law and other applicable provisions.

The following cannot be the subject of a self-correction program in terms of this article:

I. The irregularities or non-compliance that are detected by the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System Commission in the exercise of their inspection and surveillance powers, before the presentation by the Controlling Society regulated by this Law, of the respective self-correction program.

It will be understood that the irregularity was previously detected by the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System Commission, in the case of surveillance powers, when the society has been notified of the irregularity; in the case of inspection powers, when it has been detected during the course of the inspection visit, or corrected after a requirement has intervened during the course of the visit, or

II. When the contravention to the norm in question corresponds to any of the crimes contemplated in the laws.

Article 152.- The self-correction programs referred to in the previous article will be subject to the provisions of a general nature issued by the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System Commission, as applicable. Additionally, they must be signed by the person or area that exercises the functions of surveillance of the Controlling Society regulated by this Law and subject to the supervision of the Commission in question, and be presented to the board of directors or equivalent body in the session immediately following the request for authorization presented before the Supervisory Commission. Likewise, it must contain the irregularities or non-compliance committed, indicating the provisions that have been considered contravened; the circumstances that originated the irregularity or non-compliance committed, as well as indicate the actions adopted or that are intended to be adopted by the society to correct the irregularity or non-compliance that motivated the program.

In the event that the Controlling Society regulated by this Law and subject to the supervision of the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System Commission, as the case may be, requires a period to remedy the irregularity or non-compliance committed, the self-correction program must include a detailed calendar of activities to be carried out for this purpose.

If the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System Commission, as applicable, do not order the society in question to make modifications or corrections to the self-correction program within the twenty business days following its presentation, the program will be considered authorized in all its terms.

When the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System Commission, as applicable, orders the Controlling Society to make modifications or corrections with the purpose that the program adheres to what is established in this article and other applicable provisions, the corresponding society will have a period of five business days counted from the respective notification to remedy such deficiencies. Said period may be extended once for up to five additional business days, with the authorization of the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System Commission, as applicable.

If the deficiencies referred to in the preceding paragraph are not remedied, the self-correction program will be considered not presented and, consequently, the irregularities or non-compliance committed cannot be the object of another self-correction program.

Article 153.- During the validity of the self-correction programs that have been authorized by the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System Commission in terms of Articles 151 and 152 above, they will abstain from imposing on the Controlling Societies subject to their supervision the sanctions provided for in this Law or other laws, for the irregularities or non-compliance whose correction they contemplate in said programs. Likewise, during such period, the expiration period to impose sanctions will be interrupted, resuming until it is determined that the irregularities or non-compliance subject to the self-correction program were not remedied.

The person or area that exercises the surveillance functions in the Controlling Societies regulated by this Law and subject to the supervision of the National Banking and Securities Commission, the Insurance and Bonds Commission, or the Retirement Savings System Commission, will be obliged to follow up on the implementation of the authorized self-correction program and inform of its progress both to the board of directors and to the general manager or to the equivalent organs or persons of the society as well as to the Commissions

National Banking and Securities Commission, Insurance and Sureties Commission, or the Retirement Savings System, as applicable, in the manner and terms established in the general provisions referred to in Article 152 of this Law. This is without prejudice to the powers of the National Banking and Securities Commission, Insurance and Sureties Commission, or the Retirement Savings System to supervise, at any time, the degree of progress and compliance with the self-correction program.

If, as a result of the reports from the person or area exercising supervision functions in the Holding Companies or of the inspection and supervision activities of the National Banking and Securities Commission, Insurance and Sureties Commission, or the Retirement Savings System, they determine that the irregularities or breaches subject to the self-correction program were not remedied within the established timeframe, they shall impose the corresponding sanction, increasing the amount by up to forty percent; said amount being adjustable in accordance with applicable tax provisions.

Individuals and other legal entities subject to the supervision of the National Banking and Securities Commission, Insurance and Sureties Commission, or the Retirement Savings System may submit a self-correction program for authorization by said Commissions when, in carrying out their activities, they detect irregularities or breaches of the provisions of this Law and other applicable regulations, subject to the provisions of Articles 151 to 153 of this Law, as applicable.

Article 154.- Those affected by acts issued by the Commission that conclude authorization, suspension, and imposition of administrative sanctions procedures may defend their interests by filing a review appeal before the Board of Directors of said Commission, when the act was issued by it or by its President, or before the latter when it concerns acts carried out by other public servants, in accordance with the terms provided by the Federal Administrative Procedure Law.

The filing of the review appeal referred to in this article is optional for the affected party.

The resolution of review appeals must be issued within a period not exceeding ninety business days following the date the appeal was filed, when it must be resolved by the President of the Commission, nor exceeding one hundred twenty business days when it concerns appeals within the competence of the Board of Directors.

Article 155.- Infractions of this Law or of the general provisions emanating from it, as determined by the Supervisory Commission, shall be sanctioned with an administrative fine imposed by said Supervisory Commission, calculated at a rate of days of the general minimum wage in effect for the Federal District, unless another form of sanction is expressly established, as follows:

I. Fine of 200 to 10,000 days of wage:
a) To Holding Companies or financial entities that make up the Financial Group, for failing to provide financial authorities within the established deadlines the information or documentation referred to in this Law or the provisions emanating from it, as well as for omitting to provide that requested by the Secretariat or by the National Banking and Securities Commission, Insurance and Sureties Commission, and the Retirement Savings System. b) To independent external auditors and other professionals or experts who render or provide opinions or reports to Holding Companies or to authorities in contravention of the provisions of this Law or the provisions emanating from it. c) To Holding Companies that fail to issue the financial statements approved by the general shareholders' meeting, accompanied by the report of an external auditor, in accordance with Article 122, fraction II of this Law and other provisions thereof. d) To Holding Companies, Sub-holding Companies, Service Providers, and Real Estate Companies, for omitting to submit their constitutive deed or any modification thereto for approval by the Secretariat, in terms of Article 20, or fraction I of Article 123 of this Law, as applicable, regardless that, in the latter case, the revocation of the authorization granted by the Secretariat to organize as a Holding Company and operate as a Financial Group may proceed. e) To Holding Companies that omit to inform the Secretariat and the National Banking and Securities Commission, Insurance and Sureties Commission, or the Retirement Savings System, as applicable, regarding the transfer of shares carried out in terms of Article 29 of this same legal instrument. f) Members of committees exercising functions in auditing or corporate practices, who abstain from issuing an opinion to the board of directors of Holding Companies of Financial Groups, on the matters referred to in fraction I, subsection a) and II, subsection a) of Article 57 of this Law, as well as general managers of such societies who do not sign the information that, in terms of legal provisions, must be disclosed to the public or who omit to disseminate it in accordance with Article 59, fractions IV and V, of this legal instrument.

II. Fine of 3,000 to 20,000 days of wage, to:
a) Members of the board of directors of Holding Companies of Financial Groups, who:

Omit to present to the general shareholders' meeting held upon closing of the fiscal year any of the reports referred to in subsections a) to e) of fraction IV of Article 39 of this Law.
Abstain from determining the actions corresponding to remedy irregularities of which they have knowledge and implement the corresponding corrective measures, in contravention of fractions VII or IX of Article 39 of this Law.
Act with lack of diligence by failing to reveal to the board of directors or, where applicable, to the committees of which they are part, information they know and which is necessary for adequate decision-making, in contravention of fraction II of Article 48 of this Law.
b) Presidents of committees exercising functions in corporate practices or auditing of Holding Companies of Financial Groups, who omit to prepare the annual report on their activities and present it to the board of directors of the company, in contravention with what is established in Article 58, fractions I and II, of this Law. c) Members of the committee exercising functions in auditing, as well as general managers, of Holding Companies of Financial Groups, who omit to comply with any of the obligations provided in Articles 57, fraction II, subsections b), j), m) and o), and 59, third paragraph, fractions II, VI and XI, of this Law, as applicable. d) Holding Companies that, in contravention of what is provided in Article 25 of this Law, omit to keep the shares of the company in deposit at one of the securities depository institutions regulated by the Securities Market Law. e) Members and secretary of the board of directors who, in contravention of what is provided in Article 50 of this Law, omit to excuse themselves from participating in the deliberation or voting on any matter that implies a conflict of interest.

III. Fine of 10,000 to 100,000 days of wage, to:
a) Members of the board of directors of Holding Companies of Financial Groups who approve, without the prior opinion of the respective committee, any of the matters provided in fraction III, subsections a), c) and d) of Article 39 of this Law. b) Members and secretary of the board of directors, as well as Relevant Executives, who act with disloyalty or act illicitly against the company or legal entities in which they exercise Control, in contravention of what is established in Articles 50, first paragraph, 51, 52 or 62, fractions II or III, of this Law. c) Members of the committee exercising functions in auditing, of Holding Companies of Financial Groups, who omit to prepare the opinion on the content of the general manager's report and submit it to the board of directors for presentation to the general shareholders' meeting and to supervise that the acts referred to in Article 39, fraction III, subsections c) and d) and 65, last paragraph of this Law, are carried out in accordance with the cited legal provisions. d) Holding Companies of Financial Groups that provide in their bylaws clauses establishing measures aimed at preventing the acquisition of shares that grant Control of the company, in contravention of what is established in Article 64, fraction I of this Law. e) Shareholders who are present or deliberate in an operation in which they have an interest contrary to that of the company, in contravention of Article 66 of this Law. f) Holding Companies and other persons regulated by this Law who oppose or hinder the exercise of the powers that this and other applicable provisions confer upon the Secretariat or the Supervisory Commission, as well as those who, upon notification by the Supervisory Commission, fail to appear without justified cause. g) To persons who acquire shares in contravention of what is established in Articles 24, 26, 27 and 28 of this Law.

IV. Fine of 20,000 to 130,000 days of wage:
a) To Holding Companies that give news or information about deposits, services, or any type of acts carried out by the financial entities making up the Financial Group, to persons other than members of their board of directors and financial entities that make up the Financial Group, in contravention of what is provided by various special laws that establish the obligation of secrecy. b) To Holding Companies that do not comply with preventive and corrective actions ordered by the Supervisory Commission, in the exercise of their attributes in inspection and supervision matters. c) To Holding Companies that make investments in financial entities not making up the Financial Group or in Service Providers and Real Estate Companies without the authorizations referred to in Articles 86 and 89 of this Law as well as in the provisions emanating from it.

V. Fine of 50,000 to 150,000 days of wage:
a) To Holding Companies that provide, in a fraudulent manner, false, imprecise, or incomplete information to financial authorities, which has the consequence that the true financial, administrative, economic, or legal situation of the Financial Group is not reflected, provided that it is proven that the general manager or some member of the board of directors of the corresponding Holding Company had knowledge of such act. b) To Holding Companies that do not comply with any of the corrective measures referred to in Articles 117 and 118 of this Law or of the provisions emanating from it.

VI. Fine of 200 to 100,000 days of wage, to infringers of any other provision of this Law or of the general provisions derived from it, different from the above and which do not have a sanction specially indicated in this legal instrument.

The fines referred to in this Law are independent of suspensions, disqualifications, cancellations, interventions, and revocations that may apply.

At the proposal of the President of the Supervisory Commission, administrative fines may be partially or totally forgiven by the Board of Directors thereof.

Article 156.- Legal entities and financial entities that use the words Financial Group or others that express similar ideas in any language, from which it may be inferred that they are members of a specific Financial Group, without being part of it, shall be sanctioned with a fine of 1,000 to 5,000 days of wage.

Persons who, without the respective authorization, organize and operate as a Financial Group, shall be sanctioned with a fine of 30,000 to 100,000 days of wage.

CHAPTER III
Of Crimes

Article 157.- Members of the board of directors, executives, officials, employees, or external auditors of a Holding Company of the Financial Group who commit any of the following conduct shall be sanctioned with imprisonment from two to ten years:

I. Omit to register in the accounting the acts carried out or alter accounting records or artificially increase or decrease assets, liabilities, off-balance sheet accounts, capital, or results of the Holding Company, to conceal the true nature of the acts carried out or their accounting recording affecting the composition of assets, liabilities, contingent accounts, or results.
II. Generate, disseminate, publish, or provide information to the public of the Holding Company, financial entities, or Sub-holding Companies, knowing that it is false or misleading, or order that any of said conduct be carried out.
III. Conceal, omit, or cause to be concealed or omitted to reveal information that, in terms of this legal instrument, must be disclosed to the public or to shareholders.
IV. Order or accept that false data be registered in the accounting of the Holding Company or financial entities or Sub-holding Companies.
V. Destroy, modify, or order to destroy or modify, totally or partially, the systems or accounting records or the documentation that gives rise to accounting entries of a Holding Company or of the financial entities or Sub-holding Companies, prior to the expiration of the legal conservation periods and with the purpose of concealing their recording or evidence.
VI. Destroy or order to destroy, totally or partially, information, documents, or files, including electronic ones, with the purpose of preventing or obstructing the supervision acts of the Supervisory Commission.
VII. Destroy or order to destroy, totally or partially, information, documents, or files, including electronic ones, with the purpose of manipulating or concealing data or information of the Holding Company from those who have a legal interest in knowing them.
VIII. Present to the Supervisory Commission false or altered documents or information, with the object of concealing their true content or context.
IX. Alter the conditions of contracts, make or order that nonexistent acts or expenses be registered, exaggerate real ones, or intentionally carry out any illicit or prohibited act or operation by law, generating in any of said cases a loss or damage to the assets of the Holding Company in question or of the financial entities or Sub-holding Companies, for own economic benefit, either directly or through a third party.

Article 158.- Any person who, having been removed, suspended, or disqualified, by final resolution of the Supervisory Commission, in terms of what is provided in Article 42 of this Law, continues to perform the functions regarding which they were removed or suspended, or occupies a job, position, or commission, within the Mexican financial system, despite being suspended or disqualified therefor, shall be sanctioned with imprisonment from two to seven years.

Article 159.- Persons or members of the board of directors of legal entities who, by themselves or through intermediaries or by means of trade names, by any means of publicity, present themselves to the public as Financial Groups, without the authorization of the competent authority in accordance with this or other laws, shall be sanctioned with imprisonment from one to two years.

Article 160.- Imprisonment from three to twelve years shall be imposed on members of the board of directors, general director, and other executives or legal representatives of Holding Companies of Financial Groups who, by altering active or passive accounts, make or order that nonexistent acts or expenses be registered or that real ones be exaggerated, or who fraudulently carry out any illicit or prohibited act or operation by law, generating in any of said cases a loss or damage to the assets of the Holding Company or of the financial entities in which they exercise Control, for own economic benefit either directly or through an intermediary.

The penalty referred to in this article shall be imprisonment from one to three years when it is proven that the damage has been repaired and the harm caused has been compensated.

Article 161.- The crimes provided for in this Law shall only be prosecuted at the request of the Secretariat, prior opinion of the Supervisory Commission, except for the crime provided for in the preceding article of this legal instrument, which may only be prosecuted by complaint of the victims or offended parties who are holders of at least thirty-three percent of the share capital of the Holding Company of the Financial Group or of the financial entities in which they exercise Control, or at the request of the Secretariat, prior opinion of the Supervisory Commission, always that the victims or offended parties who are holders of at least ten percent of the share capital of the society in question so request.

(5) Said Commission may abstain from issuing the opinion referred to in this article, when it concerns crimes where the damages and harm caused do not exceed 25,000 days of the general minimum daily wage in effect for the Federal District, provided that the damage has been repaired and the harm compensated to the victim or offended party, without any act of authority having intervened; that it concerns facts in which persons participate who have not been previously related to illicit facts affecting the financial system; that it does not concern a serious crime in terms of the National Code of Criminal Procedures, and that in the judgment of said Commission the probable responsible parties had effectively collaborated, providing truthful information for the respective investigation.

In matters where the Supervisory Commission has abstained from issuing the opinion referred to in the first paragraph of this article, it must inform the Secretariat of its determination.

Article 162.- The crimes provided for in this Law only admit intentional commission. The penal action in the cases provided for in this Law prosecutable at the request of the Secretariat, by the offended Financial Group, or by anyone with a legal interest, shall prescribe in three years counted from the day that said Secretariat or Financial Group or anyone with a legal interest has knowledge of the crime and the probable responsible party, and, if they do not have that knowledge, in five years which shall be computed in accordance with the rules established in Article 102 of the Federal Penal Code. Once the requirement of procedibility is met, the prescription shall continue to run according to the rules of the Federal Penal Code.

Article 163.- The penalties provided for in this Law shall be reduced by one third when it is proven that the damage has been repaired or the harm caused has been compensated.

Article 164.- The Supervisory Commission, in the exercise of the powers referred to in this Law, may indicate the manner and terms in which financial entities and individuals or legal entities to which it requests information must comply with its requirements.

Likewise, the Supervisory Commission, to enforce its determinations, may use, at its discretion, the following means of coercion:

I. Admonition with warning;
II. Fine of 2,000 to 5,000 days of wage;
III. Additional fine of 100 days of wage for each day the infraction persists, and
IV. The assistance of the public force.

If the coercion is insufficient, a request may be made to the competent authority to proceed against the rebel for disobedience to a legitimate mandate of a competent authority.

For the purposes of this article, federal judicial or ministerial authorities and federal or local security or police forces must provide expeditious support requested by the Supervisory Commission.

In the cases of public security bodies of the federative entities or municipalities, the support shall be requested in terms of the regulations regulating public security or, where applicable, in accordance with the administrative collaboration agreements entered into with the Federation.

CHAPTER IV
Of Notifications

Article 165.- Notifications of requirements, ordinary and special inspection visits, requests for information and documentation, summonses, citations, resolutions imposing administrative sanctions, or any act that concludes procedures for revocation of authorizations referred to in this Law, as well as the authorizations referred to in this legal instrument and administrative resolutions that apply to review appeals filed in accordance with this Law, may be notified in the following ways:

I. Personally, as follows:
a) In the offices of financial authorities, in accordance with what is provided in Article 168 of this Law. b) At the domicile of the interested party or their representative, in terms of what is provided in Articles 169 and 171 of this Law. c) At any place where the interested party or their representative is found, in the cases established in Article 170 of this Law.
II. By letter delivered by messenger or by certified mail, both with acknowledgment of receipt;
III. By edicts, in the cases indicated in Article 172 of this Law, and
IV. By electronic means, in the case provided in Article 173 of this Law.

Regarding the information and documentation that must be exhibited to inspectors of the Supervisory Commission by virtue of an inspection visit, what is provided in the regulation issued by the Federal Executive, in supervision matters, must be observed.

For the purposes of this Chapter, financial authorities shall be understood to be the Secretariat and the Supervisory Commission.

Article 166.- Revocations of authorizations requested by the interested party or their representative and other acts different from those indicated in the previous article, may be notified by delivering the letter in which the corresponding act is stated, in the offices of the authority carrying out the notification, obtaining a copy of said letter with the signature and name of the person receiving it.

Likewise, financial authorities may effect such notifications by ordinary mail, telegram, fax, email, or messenger when the interested party or their representative requests it in writing, indicating the necessary data to receive the notification, leaving a record in the respective file of the date and time it was carried out.

Also, the acts referred to in the first paragraph of this article may be notified by any of the notification methods indicated in Article 165 of this Law.

Article 167.- The notifications of investigation visits and of the declaration of intervention referred to in this Law shall be carried out in a single act and in accordance with what is provided in the supervision regulation issued for this purpose by the Federal Executive, in terms of the penultimate paragraph of Article 165 of this Law.

Article 168.- Personal notifications may be carried out in the offices of the financial authorities, when the interested party or their representative goes to them, for which the person in charge of carrying out such notification must prepare a duplicate record, which must be signed by two witnesses designated by the interested party or their representative, and in which it will be stated that they were informed of the content of the letter in which the administrative act to be notified is recorded; likewise, the other circumstances that may arise in case the aforementioned person does not appear will be recorded, as applicable, in terms of the antepenultimate paragraph of Article 169 of this Law. The duplicate of the record will be delivered to the interested party or their representative.

If the witnesses are not designated by the interested party or their representative or the designated ones do not accept to serve as such, the person carrying out the notification will designate them; likewise, if the interested party or their representative refuse to sign or receive the aforementioned letter or the notification record, this circumstance will be recorded in the record, without this affecting the validity of the notification.

Article 169.- Personal notifications may also be carried out with the interested party or with their representative, at the last address they had provided to the corresponding financial authority or at the last address they had indicated before the same authority in the administrative procedure in question, for which a record will be drawn up in the terms referred to in the penultimate paragraph of this article.

In the event that the interested party or their representative is not found at the mentioned address, the person designated to carry out the notification will deliver a summons to the person attending the diligence, so that the interested party or their representative waits for them at a fixed time on the next business day, warning the cited person that if they do not appear at the time and day set, the notification will be carried out with the person attending or that in case the address is found closed or they refuse to receive the respective notification, it will be made by instruction as provided in Article 171 of this Law.

The person carrying out the notification will draw up a record in the terms provided in the penultimate paragraph of this article, stating that the aforementioned summons was delivered.

The aforementioned summons must be prepared in duplicate and addressed to the interested party or their representative, indicating the place and date of issuance, the date and time at which they must wait for the notifier, who must record their name, position, and signature on said summons, the object of the appearance and the respective warning, as well as the name and signature of the person receiving it. In case the latter does not wish to sign, such circumstance will be recorded in the summons, without this affecting its validity.

On the day and time set for carrying out the diligence subject of the summons, the person in charge of carrying out the diligence will appear at the corresponding address, and finding the cited person, will proceed to draw up a record in the terms referred to in the penultimate paragraph of this article.

In the case that the cited person does not appear, the notification will be understood with any person found at the address where the diligence is carried out; for such purposes, a record will be drawn up in the terms of this article.

In all cases, the person carrying out the notification will draw up a duplicate record in which they will state, in addition to the circumstances mentioned above, their name, position, and signature, that they verified that they constituted themselves and appeared at the searched address, that they notified the interested party, their representative, or the person who attended the diligence, after identification of such persons, the letter in which the administrative act to be notified is recorded; likewise, they will state the designation of the two witnesses, the place, time, and date in which it is drawn up, identification data of the aforementioned letter, the identification means exhibited, name of the interested party, legal representative, or person who attended the diligence, and of the designated witnesses. If the persons involved refuse to sign or receive the notification record, this circumstance will be recorded in the record, without this affecting its validity.

For the designation of the witnesses, the person carrying out the notification will require the interested party, their representative, or the person who attends the diligence to designate them; in case of refusal or if the designated witnesses do not accept the designation, the notifier themselves will make the designation.

Article 170.- In the event that the person in charge of carrying out the notification searches for the interested party or their representative at the last address they had provided to the corresponding financial authority or the last one they had indicated before the same authority in the administrative procedure in question, and the person with whom the diligence is understood denies that it is the address of said interested party or their representative, the person carrying out the diligence will draw up a record to state such circumstance. In said record, it must be stated their name, position, and signature, that they verified that they constituted themselves and appeared at the searched address, that they notified the interested party, their representative, or the person who attended the diligence, after identification of such persons, the letter in which the administrative act to be notified is recorded; likewise, they will state the designation of the two witnesses, the place, time, and date in which it is drawn up, identification data of the aforementioned letter, the identification means exhibited, name of the interested party, legal representative, or person who attended the diligence, and of the designated witnesses. If the persons involved refuse to sign or receive the notification record, this circumstance will be recorded in the record, without this affecting its validity, in accordance with the penultimate paragraph of the previous article.

In the case provided for in this provision, the person carrying out the notification may carry out personal notification at any place where the interested party or their representative is found. For the purposes of this notification, the person carrying it out will draw up a record in which they state that the notified person is personally known to them or has been identified by two witnesses, in addition to recording, as applicable, what is provided in the previous paragraph or stating the diligence before a public notary.

Article 171.- In the event that on the day and time set in the summons left in terms of Article 169 of this Law, the person carrying out the notification finds the corresponding address closed or the interested party, their representative, or the person attending the diligence refuse to receive the letter subject of the notification, they will enforce the warning indicated in the aforementioned summons. For such purposes, they will carry out the notification, by instruction that they will fix in a visible place at the address, attaching the letter in which the act to be notified is recorded, in the presence of two witnesses designated for this purpose.

The aforementioned instruction will be prepared in duplicate and addressed to the interested party or their representative. In said instruction, the circumstances that made it necessary to carry out the notification by this means, place, and date of issuance will be stated; the name, position, and signature of the person drawing up the instruction; the name, identification data, and signature of the witnesses; the mention that the person carrying out the notification verified that they constituted themselves and appeared at the searched address, and the identification data of the letter in which the administrative act to be notified is recorded.

The instruction will serve as proof of the existence of the acts, facts, or omissions recorded in it.

Article 172.- Notifications by edicts will be carried out in the event that the interested party has disappeared, has died, their address is unknown or there is impossibility to access it, and they do not have a known representative or address in national territory or are abroad without having left a representative.

For such purposes, a summary of the respective letter will be published three consecutive times in a newspaper of national circulation, without prejudice to the financial authority that notifies disseminating the edict on the electronic page of the worldwide network called Internet corresponding to the financial authority that notifies; indicating that the original letter is available at the address that will also be indicated in said edict.

Article 173.- Notifications by electronic means, with receipt acknowledgment, may be carried out as long as the interested party or their representative has expressly accepted or requested them in writing to the financial authorities through the automated systems and security mechanisms established by them.

Article 174.- Notifications that are not carried out in accordance with this Chapter will be understood as legally made and will take effect on the next business day after which the interested party or their representative manifest that they are aware of their content.

Article 175.- For the purposes of this Law, the address for hearing and receiving notifications related to acts relative to the performance of their duties as members of the board of directors, general managers, auditors, directors, managers, officials, executives who occupy the hierarchy immediately below that of the general manager, and other persons who may obligate with their signature to the societies regulated by this Law, will be that of the place where the society to which they provide their services is located, unless such persons indicate in writing to the competent Commission a different address, which must be located within national territory.

In the cases indicated in the previous paragraph, the notification may be carried out with any person found at the aforementioned address.

For what is provided in this article, the last address provided to the Supervisory Commission or in the administrative procedure in question will be considered as the address of the society.

Article 176.- The notifications referred to in this chapter will take effect on the next business day after which:

I. They have been carried out personally;
II. The respective letter has been delivered in the cases provided for in Articles 169 and 170;
III. It has been carried out by letter delivered by messenger or by certified mail, with receipt acknowledgment;
IV. The last publication referred to in Article 172 has been carried out, and
V. It has been carried out by ordinary mail, telegram, fax, electronic medium, or messenger.

NINTH TITLE
Of the coordination councils of financial authorities

CHAPTER I
Of the coordination councils for the development of the financial system

Article 177.- The President of the Republic may constitute councils that have as their object to facilitate the coordination of measures and actions in matters of the financial system that, within the scope of their respective attributions, must be carried out or implemented by the Secretariat, the dependencies or entities of the Federal Public Administration respective and the Bank of Mexico.

Such councils may be constituted to deal with topics related to the development and stability of the financial system in which coordination of those involved is required. Coordination within these councils will not imply invasion of the faculties and attributions that the legal framework grants to each of the summoned authorities.

The councils may be temporary or permanent and will be presided over by whom the President of the Republic determines.

CHAPTER II
Of the Financial System Stability Council

Article 178.- The Financial System Stability Council is the permanent coordination, evaluation, and risk analysis instance for financial stability among the authorities that integrate it, in order to avoid interruptions or substantial alterations in the functioning of the financial system and, if applicable, minimize its impact when these occur.

Article 179.- The Financial System Stability Council will have the following functions:

I. Identify and analyze in a timely manner the potential risks to the financial stability of the country.
II. Make recommendations and act as a coordination forum for the measures and actions that, within the scope of their respective attributions, correspond to be carried out or implemented by the financial authorities represented by the members of the Council itself, prior to analysis of the identified risks.
III. Prepare an annual report on the state of financial stability of the country and on the diagnoses and other activities carried out by the Council itself.
IV. Issue the operating rules for its functioning, as well as for the functioning of the Committees required for its operation.

The Financial System Stability Council must respect at all times the faculties and attributions that the legal framework grants to each of the authorities it represents.

Article 180.- The Financial System Stability Council will be integrated by the following officials:

I. The Secretary of Finance and Public Credit;
II. The Undersecretary of Finance and Public Credit;
III. The President of the National Banking and Securities Commission;
IV. The President of the National Insurance and Bonding Commission;
V. The President of the National Retirement Savings System Commission;
VI. The Executive Secretary of the Bank Deposit Insurance Institute, and
VII. The Governor of the Bank of Mexico, as well as two Deputy Governors designated by the Governor themselves.

The members of the Council will not have substitutes.

Article 181.- The sessions of the Financial System Stability Council will be presided over by the Secretary of Finance and Public Credit; in their absence, by the Governor of the Bank of Mexico and, in the absence of both, by the Undersecretary of Finance and Public Credit.

The Financial System Stability Council may meet at any time at the request of the Secretary of Finance and Public Credit or three of its members. The sessions must be held with the presence of the majority of its members.

The agreements of the Council will be taken by majority vote of the members present. The person presiding over the session will have a casting vote in case of a tie.

In case the nature of the matters to be discussed so requires, representatives of the dependencies and entities of the Federal Public Administration or of organizations, public or private, may be invited to participate in the Council sessions, with voice but without vote.

All information contained in the Council's minutes and, in general, any other information presented by the authorities within the Council or exchanged between them by reason of their participation in said Council, must be classified as reserved for the purposes of the Federal Law of Transparency and Access to Government Public Information, except that which the Council expressly authorizes its dissemination.

Article 182.- The Council will have an Executive Secretary designated by the Bank of Mexico, who must be a public servant of said institution and will correspond to the exercise of the attributions that the Council establishes in its operating rules.

The Executive Secretary will be assisted in their functions by an alternate secretary, who must also be a public servant of the Bank of Mexico and will cover their absences.

CHAPTER III
Of the National Council for Financial Inclusion

Article 183.- The National Council for Financial Inclusion is the consultation, advice, and coordination instance, which has as its object to propose measures for the planning, formulation, implementation, execution, and monitoring of a National Financial Inclusion Policy.

Article 184.- The National Council for Financial Inclusion will have the following functions:

I. Know, analyze, and formulate proposals regarding policies related to financial inclusion and issue opinions on their compliance;
II. Formulate the guidelines of the National Financial Inclusion Policy;
III. Propose criteria for the planning and execution of financial inclusion policies and programs at the federal, regional, state, and municipal levels;
IV. Determine medium and long-term financial inclusion goals;
V. Coordinate with the Financial Education Committee, presided over by the Undersecretariat of Finance and Public Credit, the actions and efforts in matters of financial education;
VI. Propose the necessary changes in the financial sector, in accordance with the analyses carried out in this matter, as well as the federal regulatory framework, of the federative entities, and of the municipalities;
VII. Propose general organization schemes for the effective attention, coordination, and linkage of activities related to financial inclusion in the different scopes of the Federal Public Administration, with the federative entities and the municipalities, and with the private sector of the country;
VIII. Establish mechanisms to share information regarding financial inclusion between dependencies and public entities that carry out programs and actions related to financial inclusion;
IX. Obtain information from the private sector regarding programs and actions related to financial inclusion;
X. Issue the guidelines for the operation and functioning of the Council, and
XI. Those others that are necessary for the achievement of its object.

The National Council for Financial Inclusion must respect at all times the faculties and attributions that the legal framework grants to each of the authorities it represents.

Article 185.- The National Council for Financial Inclusion will be integrated by the following officials:

I. The Secretary of Finance and Public Credit;
II. The Undersecretary of Finance and Public Credit;
III. The President of the National Commission for the Protection and Defense of Users of Financial Services;
IV. The President of the National Banking and Securities Commission;
V. The President of the National Insurance and Bonding Commission;
VI. The President of the National Retirement Savings System Commission;
VII. The Executive Secretary of the Bank Deposit Insurance Institute;
VIII. The Treasurer of the Federation, and
IX. The Governor of the Bank of Mexico, as well as one Deputy Governor of the Bank of Mexico designated by the Governor themselves.

The members of the Council will not have substitutes.

Article 186.- The sessions of the National Council for Financial Inclusion will be presided over by the Secretary of Finance and Public Credit; in their absence, by the Governor of the Bank of Mexico and, in the absence of both, by the Undersecretary of Finance and Public Credit.

The National Council for Financial Inclusion must meet at least twice a year. The President of the Council or three of its members may call extraordinary meetings. The sessions must be held with the presence of the majority of its members.

The agreements of the Council will be taken by majority vote of the members present. The person presiding over the session will have a casting vote in case of a tie.

Article 187.- The Council will have an Executive Secretary designated by the National Banking and Securities Commission, who must be a public servant of said Commission and will correspond to the exercise of the following attributions:

I. Communicate to the members and invitees to the Council sessions the corresponding summons;
II. Draw up, register, and sign the minutes of the Council sessions;
III. Communicate and follow up on the Council's agreements;
IV. Receive all proposals and documents addressed to the Council, and
V. Certify the extracts or copies of the session minutes, with the prior authorization of its President.

The Executive Secretary will be assisted in their functions by an alternate secretary, who must also be a public servant of the National Banking and Securities Commission and will cover their absences.

CHAPTER IV
Of the Financial Education Committee
Article 188.- The Financial Education Committee shall be the coordination body for the efforts, actions, and programs in matters of financial education of the members that comprise it, with the aim of achieving a National Financial Education Strategy, avoiding duplication of efforts and promoting the maximization of resources.

Article 189.- The Committee shall have the following functions:
I. Define the priorities of the financial education policy.
II. Prepare the National Financial Education Strategy.
III. Formulate guidelines on the financial education policy.
IV. Identify new areas of work and propose new actions, efforts, and programs in matters of financial education.
V. Timely review the annual programs and/or financial education activities planned by the Committee members, in order to avoid duplication of efforts.
VI. Plan the activities of the National Financial Education Week.
VII. Create an inventory of all materials related to Financial Education and related studies, and make relevant information available to the population.
VIII. Establish measurement methodologies and indicators of financial education and the financial skills of the population.
IX. Form the working groups necessary to carry out its functions.
X. Annually present to the National Council for Financial Inclusion the Committee's work plan and the results obtained.
XI. Prepare contributions on Financial Education for the elaboration of the National Development Plan and for the National Development Financing Program.
XII. Approve its rules of operation and their modifications.
XIII. Review the work of the follow-up group and the working groups that comprise it.
XIV. Those others that are necessary for the achievement of its purpose.

The Financial Education Committee must respect at all times the powers and attributes that the legal framework grants to each of the authorities it represents.

Article 190.- The Financial Education Committee shall be integrated in accordance with what is established in its rules of operation.

Article 191.- The sessions of the Financial Education Committee shall be presided over by the Undersecretary of Treasury and Public Credit and, in their absence, by the Executive Secretary.

The Financial Education Committee shall meet to hold ordinary sessions at least semi-annually or in extraordinary sessions when so required by the President of the Committee, through the Executive Secretary.

The sessions must be held with the presence of a majority of its members and their resolutions shall be taken by a majority vote of the members present, with the President having a casting vote in case of a tie.

All information contained in the minutes of the Committee and, in general, any other information presented by the authorities within the Committee or exchanged between them by reason of their participation in said Committee, shall be classified as reserved for the purposes of the Federal Law of Transparency and Access to Government Public Information, except for that which the Committee expressly authorizes for dissemination.

Article 192.- The Financial Education Committee shall have an Executive Secretary who shall be the Head of the Banking, Securities and Savings Unit, as well as a Technical Secretary who shall be a representative of the National Commission for the Protection and Defense of Users of Financial Services.

The Executive Secretary and the Technical Secretary shall exercise the powers established by the Committee in its rules of operation.

CHAPTER V
Of the exchange of information
Article 193.- The exchange of information carried out among the authorities participating in the coordination councils, the Financial System Stability Council, the National Council for Financial Inclusion, or the Financial Education Committee, shall not imply any transgression of the obligations of reserve, confidentiality, secrecy, or analogous ones that must be observed in accordance with the applicable legal provisions, and therefore, the restrictions relative to reserved or confidential information in terms of the applicable legal provisions shall not be opposable to them.

The recipient of the information referred to in this article shall be administratively and criminally liable, in terms of the applicable legislation, for the dissemination to third parties of confidential or reserved information.

In the event that potential risks to the financial stability of the country are discussed, the exchange of information among the aforementioned authorities shall be considered a priority.

Transitional Provisions
(Decree by which various provisions in financial matters are reformed, added, and repealed and the Law to Regulate Financial Groups is issued, published in the Official Gazette of the Federation on January 10, 2014)

FIFTY-SECOND ARTICLE.- With regard to the modifications referred to in Article Fifty-First of this Decree, the following shall apply:
I. From the date of entry into force of this Law, the Law to Regulate Financial Groups published in the Official Gazette of the Federation on July 18, 1990, shall be repealed, as well as all provisions that oppose this Law. Notwithstanding the foregoing, procedures that had been initiated before the entry into force of this Law shall continue to be processed in accordance with said Law, until their conclusion.
II. Until the general provisions referred to in this Law are issued, those issued prior to its entry into force shall continue to apply insofar as they do not oppose what is provided herein.
III. Controlling Companies shall have a period of one hundred and eighty days from the entry into force of this Decree to modify their corporate bylaws and the titles representing their share capital, in accordance with what is provided herein. Regarding the modification of the corporate bylaws, these must be submitted to the approval of the Secretariat.

IV. Controlling Companies and Financial Groups that, upon the entry into force of this Law, have authorization to constitute and function as such in accordance with the Law to Regulate Financial Groups that is repealed, shall be deemed authorized in terms of Article 11 of this Law.
V. The supervisory commissions shall elaborate the collaboration instrument indicated in Article 110 within sixty days following the entry into force of this Law.
VI. The National Council for Financial Inclusion created by Agreement published in the Official Gazette of the Federation on October 3, 2011, shall be subject to the rules of operation issued in terms of said Agreement, insofar as they do not oppose this Law, until such time as the Council itself issues new rules.

Until the Financial System Stability Council issues the rules of operation for its functioning, the ones applicable to it in terms of the Agreement published in the Official Gazette of the Federation on July 29, 2010, shall continue to apply, insofar as they do not oppose this Law.

The Financial Education Committee shall continue to apply the rules of operation in force, insofar as they do not oppose this Law, until such time as new rules are issued.

VII. Infractions and crimes committed before the entry into force of this Law shall be sanctioned in accordance with the Law in force at the time the said infractions or crimes were committed.

TRANSITIONAL PROVISION OF THE DECREE
(Decree by which various provisions in financial matters are reformed, added, and repealed and the Law to Regulate Financial Groups is issued, published in the Official Gazette of the Federation on January 10, 2014)

SINGLE.- This Decree shall enter into force the day following its publication in the Official Gazette of the Federation, except for what is provided in ARTICLES TWENTY-FIVE, fraction I; THIRTY, fractions IV and VI; FORTY, fractions I and II; and FIFTY-TWO, fractions I and II, which shall enter into force on the dates established in said provisions.

Mexico, D.F., on November 26, 2013.- Dep. Ricardo Anaya Cortes, President.- Sen. Raúl Cervantes Andrade, President.- Dep. Javier Orozco Gomez, Secretary.- Sen. María Elena Barrera Tapia, Secretary.- Signatures.

In compliance with what is provided in fraction I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I issue this Decree in the Residence of the Federal Executive Power, in Mexico City, Federal District, on January 9, two thousand fourteen.- Enrique Peña Nieto.- Signature.- The Secretary of the Interior, Miguel Ángel Osorio Chong.- Signature.

TRANSITIONAL PROVISION
(Decree by which the Law to Regulate Financial Technology Institutions is issued and various provisions of the Credit Institutions Law, the Securities Market Law, the General Law of Organizations and Auxiliary Credit Activities, the Law for Transparency and Ordering of Financial Services, the Law to Regulate Credit Information Companies, the Law for the Protection and Defense of Users of Financial Services, the Law to Regulate Financial Groups, the Law of the National Banking and Securities Commission, and the Federal Law for the Prevention and Identification of Operations with Resources of Illicit Origin are reformed and added, published in the Official Gazette of the Federation on March 9, 2018)

SINGLE.- This Decree shall enter into force the day following its publication in the Official Gazette of the Federation, unless otherwise provided in the Transitional Provisions of this Decree.

Mexico City, on March 1, 2018.- Sen. Ernesto Cordero Arroyo, President.- Dep. Edgar Romo García, President.- Sen. Rosa Adriana Díaz Lizama, Secretary.- Dep. Ana Guadalupe Perea Santos, Secretary.- Signatures.

In compliance with what is provided in fraction I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I issue this Decree in the municipality of Acapulco de Juárez, state of Guerrero, on March 8, two thousand eighteen.- Enrique Peña Nieto.- Signature.- The Secretary of the Interior, Dr. Jesús Alfonso Navarrete Prida.- Signature.

TRANSITIONAL PROVISION OF THE DECREE
(Decree by which various financial laws in matters of administrative procedure are reformed, added, and repealed, published in the Official Gazette of the Federation on January 24, 2024)

First.- This Decree shall enter into force the day following its publication in the Official Gazette of the Federation.

Second.- Sanctioning administrative procedures that, on the date of entry into force of this Decree, had been initiated, shall continue until their conclusion, in accordance with the procedure in force at the time of notification to the alleged infringer.

Third.- Resolutions that put an end to revocation administrative procedures that had been initiated through notification of the act by which the right to a hearing is granted, before the entry into force of this Decree, shall continue until their conclusion, in accordance with the procedure in force at the time of notification to the corresponding institution or entity.

Fourth.- The processing and resolution of sanctioning procedures that, on the date of entry into force of this Decree, had been initiated by the Bank of Mexico shall be governed by what is provided in the Supervision Rules, Self-Correction Programs, and Sanctioning Procedure, in force on the same date of entry into force of this Decree.

TRANSITIONAL PROVISION OF THE DECREE
(Decree by which various provisions of various legal instruments are reformed, in matters of normative homologation relative to the National Code of Civil and Family Procedures, published in the Official Gazette of the Federation on November 14, 2025)

First. This Decree shall enter into force the day following its publication in the Official Gazette of the Federation.

Second. The application of what is provided in this Decree shall enter into force in each of the federal entities at the same time as the Gradual Application Declaration issued by the Local Congresses for the purpose of the entry into force of the National Code of Civil and Family Procedures, in accordance with the Second Transitional Article of the Decree published in the Official Gazette of the Federation on June 7, 2023.

At the federal level, the application of what is provided in this Decree shall enter into force in accordance with the Gradual Application Declaration that the Chambers of Deputies and Senators that make up the Congress of the Union shall indistinctly and successively carry out for the National Code of Civil and Family Procedures.

In all cases, upon expiration of the term without the respective Declaration having been issued, the entry into force of what is provided in this Decree shall be automatic from April 1, 2027.

Third. Procedures that are pending at the entry into force of this Decree in accordance with what is provided in the previous article, shall continue their processing with the legislation applicable at the time of their initiation, unless the parties jointly opt for the regulation of the content of the National Code of Civil and Family Procedures.

The accumulation of processes shall not proceed when any of them is processed in accordance with the National Code of Civil and Family Procedures and the other process in accordance with an repealed Code.

Fourth. Article Forty-One of this Decree shall remain in effect until the Federal Law on Telecommunications and Broadcasting is repealed, in accordance with what is provided in the Sixth Transitional Article of the Decree by which the Law in Matters of Telecommunications and Broadcasting is issued and the Federal Law on Telecommunications and Broadcasting is repealed, published in the Official Gazette of the Federation on July 16, 2025.

STATEMENT OF REASONS
(Decree of January 10, 2014)

Based on what is provided in Article 71, fraction I, of the Political Constitution of the United Mexican States, I permit myself to submit through your dignified conduct to that Honorable Assembly, the present Initiative of Decree by which the Law to Regulate Financial Groups is issued.

Undoubtedly, developing economic openness and the modernization of the Mexican financial system has been a priority, given that the growing globalization of financial markets requires more dynamic financial activity.

In this sense, the Law to Regulate Financial Groups, dating from July 1990, and which arose as a result of the trend shown in financial markets, sought to recognize, promote, and regulate the patrimonial and operational integration of intermediaries that make up the financial system and laid the general bases that govern financial groups.

The Law to Regulate Financial Groups has been subject to various reforms since its promulgation on diverse topics such as capital structure, the regime of subsidiaries, and their liability scheme. Nevertheless, at present, said legal order does not reflect the existing reality in our financial system, which is increasingly diversified and competitive.

It is for this reason that it is indispensable to have a regulatory framework that adapts to new economic and financial conditions in a globalized environment. In this sense, through the present Initiative, it is proposed to issue a new Law to Regulate Financial Groups, in which the regulation applicable to financial groups is perfected, by precisely establishing the bases for the organization of Controlling Companies and the constitution and functioning of Financial Groups, with the aim of providing greater legal certainty, and a functioning scheme that allows them to transition to flexible operation schemes that allow their orderly development in the aspects described below.

i) Modernization of the Corporate Structure
One of the main contributions of the proposed Initiative consists in contemplating a more flexible corporate structure so that Controlling Companies can invest, since currently only the possibility is contemplated that the Controlling Company invest directly and with at least fifty-one percent of the paid capital of financial entities and complementary or auxiliary service companies, which will be members of the respective Financial Group.

In contrast, the present Initiative contemplates the possibility that the Controlling Company can make indirect investments, through Sub-control companies, in financial entities that make up the Financial Group in question, as well as in other financial entities over which they do not have control and therefore are not considered as members of the respective Financial Group.

In this sense, it is proposed that for a financial entity to be considered a member of the Financial Group, the Controlling Company must own more than fifty percent of the paid capital of the entity in question, with which control in the decision-making of the Governing Bodies of such entities is guaranteed.

Likewise, it is foreseen that Controlling Companies invest directly in financial entities that are not members of the Financial Group, provided that their shareholding in no case exceeds fifty percent of the share capital of the respective financial entity.

The foregoing will allow Financial Groups to form strategic alliances with ungrouped financial entities, which will benefit both service users and the Financial Groups themselves by generating competitive advantages quickly and effectively.

On the other hand, important aspects of the joint offer of financial services are foreseen, by allowing financial entities that are members of a Financial Group to offer financial products and services from other financial entities that are linked to the financial products and services offered by the financial entity in question, being necessary only to have the express consent of the client.

Likewise, it is foreseen that financial entities that offer products and services of other financial entities that are members of the Financial Group must reveal and inform the public of the name of the financial entity that actually offers the product or service. The foregoing, in order that the client has full knowledge of the legally responsible financial entity.

With the foregoing, the financial entities that make up the Financial Group will benefit by taking advantage of the synergies that arise between them by complementing their efforts and reducing costs in the provision of the products or services they offer, which will benefit the public user.

ii) Substantial Improvements in Corporate Governance With the Initiative presented, the corporate governance of Controlling Companies is strengthened, with the aim of having a solid structure that establishes the principles and norms for the organization of said companies, as well as the constitution and functioning of Financial Groups, through an adequate integration of the company's bodies, such as the board of directors and the general management.

It is for this reason that, in the present Initiative, it was decided to establish a regime similar to that established in the Securities Market Law for public limited companies, where the idea of assigning the board of directors the general function of defining the strategies and policies with which the general management must execute the management and conduct of the business and the existence and maintenance of the company's accounting, control, and registration systems was adopted, which provides solid support to the fact of attributing to the board the function of supervision and control, due to not having a conflict of interest.

In this sense, the redefinition of the functions of the board of directors to a strategic and monitoring body implies that the director becomes responsible for the daily conduct and administration of the company and, in addition, the figure of the commissioners is eliminated so that it is the board of directors itself that performs these functions, through the audit committee and the legal entity that performs the external audit, each in their respective spheres of competence.

The objective of the new corporate governance of Controlling Companies is to efficient the resources of these groups, improve their administration and relationships with clients, in order that at that level the business strategies of the Financial Group as a whole are designed.

In this sense, the Initiative proposes that the general director be responsible for: (i) the management and conduct of the business on a daily basis; (ii) the existence and maintenance of accounting, control, and registration systems; (iii) monitoring compliance with board and assembly agreements; and (iv) the disclosure of relevant information. It is essential that this last obligation falls primarily on the general director since they usually know it first.

Now, consistently with international practice, the possibility of creating one or more committees composed of independent directors is introduced to support the board of directors impartially in its monitoring work.

The fundamental functions of said committees are accounting and internal control monitoring, and the monitoring of good corporate practices.

Likewise, in the present Initiative, it is established that members of the board of directors will perform their duties without favoring a particular shareholder or group of shareholders. To this effect, duties of diligence and loyalty in their conduct are imposed.

Likewise, it is foreseen that when members of the board of directors adopt a decision acting in good faith, and in addition had complied with the legal requirements, taken the decision based on information provided by Relevant Executives, the legal entity providing external audit services, or independent experts, complied with an agreement of the shareholders' assembly, or acted to the best of their knowledge and understanding, there shall be exclusions of liability for damages and losses that

could cause to the Controlling Company, financial entities or Sub-control companies, with the purpose of not discouraging the decision-making of administrators.

Regarding the lack of loyalty, for liability purposes, a distinction is made between the commission of acts or facts derived from a lack of diligence, and actions that result in a benefit for oneself or third parties. In this sense, it is provided that in the event of liability for lack of diligence, the compensation for damages and losses derived from the acts executed or decisions adopted by administrators may be limited under the terms and conditions set forth in the corporate bylaws or by agreement of the general shareholders' meeting, provided that it does not involve willful misconduct, bad faith, or illegal acts, in which case this benefit does not apply.

iii) Improvements in administrative procedures

With this Initiative, corporate acts that can be carried out within a Financial Group are strengthened, such as incorporation, separation, and merger, by specifying the necessary requirements to obtain the corresponding authorizations and regulating relevant aspects thereof.

Likewise, the possibility of splitting the Controlling Company is contemplated, which is not provided for in the current Law to Regulate Financial Groups, thereby providing legal certainty to companies intending to carry out this act.

Furthermore, it is expressly provided that in the case of the merger of financial entities that are part of a Financial Group, the provisions of this Law shall prevail, with the aim of resolving the existing problem of obtaining double authorization by having to comply with the respective special law and the Law to Regulate Financial Groups.

Similarly, it is specified that the authorization of the Ministry of Finance and Public Credit for the merger of a Controlling Company or a financial entity, in the capacity of merged entity, shall render ineffective the authorization granted to them to organize and function as such, without it being necessary for the aforementioned Ministry to issue an express declaration, which generates certainty in the carrying out of such acts and facilitates the actions of the authorities.

In addition to the above, the possibility is provided for the Controlling Company to request the revocation of its authorization, with this innovation creating two forms of revocation:

The first would be a voluntary revocation when so agreed by the Controlling Company itself, considering its interests and provided that: there are no obligations owed by it nor losses for which it must answer for the financial entities that are part of the Financial Group in question; the financial statements approved by its shareholders' meeting are submitted to the corresponding Supervisory Commission, accompanied by the report of an external auditor; and the financial entities that are part of the Financial Group comply with capitalization requirements in accordance with applicable provisions.
The second would be a forced revocation declared by the Ministry of Finance and Public Credit, when the Controlling Company or the Financial Group in question falls under any of the grounds for revocation provided for in the Law itself.
In this regard, it is highlighted that the grounds for revocation are contained in the legal body itself, so it is not necessary to resort to secondary provisions.

Finally, relevant aspects of the dissolution, liquidation, and mercantile bankruptcy of Controlling Companies are updated and regulated, by providing for who may hold the position of liquidator, the requirements they must meet, as well as their responsibilities, which brings speed to the dissolution and liquidation process itself.

In this sense, it is established that when dissolution and liquidation is voluntary, the general shareholders' meeting itself may appoint the liquidator, without prejudice to the veto that the Commission in charge of supervising the Financial Group may exercise regarding this matter. In the case of dissolution and liquidation resulting from the revocation of authorization; the appointment shall be made by the Supervisory Commission itself.

The position of liquidator may fall to credit institutions, the Service for the Administration and Sale of Assets, or natural or legal persons who have experience in the liquidation of companies and meet the requirements provided for in the Law itself.

Regarding mercantile bankruptcy, it is proposed that the Commission in charge of supervising the Financial Group itself shall request the declaration of mercantile bankruptcy when there are elements that could update the conditions for its declaration.

Once the mercantile bankruptcy is declared, the Commission itself, in defense of the interests of creditors, may request that the procedure begin at the bankruptcy stage, or the early termination of the conciliation stage, in which case it will be for the Judge to declare the bankruptcy.

The position of conciliator or trustee may fall to the same persons who are eligible to serve as liquidators.

iv) Improvements to supervisory and sanctioning powers

In accordance with what is provided in other financial legal frameworks, the powers of the authorities in charge of supervising Financial Groups are strengthened, so that through collaboration instruments developed for this purpose, and the effective exchange of information both among national and foreign authorities, effective consolidated supervision is achieved, which will strengthen the financial system.

To this effect, the following commitments will be formalized through the collaboration instrument referred to:

a. Grant access to data, reports, documents, correspondence, and in general to the information that other Supervisory Commissions request for the exercise of their supervision, inspection, and surveillance functions, both of the Financial Group and of the financial entities that integrate it;

b. Allow access by other Supervisory Commissions to visits conducted to the Controlling Company or to the financial entities in which it exercises Control, and

c. Inform promptly about any relevant factor that could affect the stability and solvency of the Financial Group or any entity that is part of it.

Likewise, the power is provided for the Ministry of Finance and Public Credit, as well as the National Banking and Securities Commission, the Insurance and Bonds Commission, and the Retirement Savings System Commission, to provide foreign financial authorities with all kinds of information necessary to address the requests made to them, and at their request, and based on the principle of reciprocity, these Commissions may conduct inspection visits to Controlling Companies, either through their channel or in cooperation with the foreign financial authority in question.

Furthermore, the regime regarding the possibility of foreign governments participating in the share capital of Controlling Companies of Financial Groups is included.

In this context, it is important to highlight that the reforms carried out in recent years to various financial laws, which have allowed foreign capital participation in financial intermediaries, reiterate the conviction that the State's leadership over the financial system relies on the Law and the powers to regulate and supervise the intermediaries themselves, and not on the nationality of their capital. Under the same principle, modifications to laws and secondary norms have privileged strengthening the prudential and preventive framework over corrective measures.

In this sense, it is necessary to clarify the current wording of these prohibitions in order to achieve three objectives:

I. Reinforce the existing ground to establish that in order to participate in financial entities in Mexico, foreign official persons must, in addition to not exercising authority functions, demonstrate the independence of their decision-making bodies.

This addition will contribute to guaranteeing that the actions of such persons as direct or indirect shareholders of financial entities in Mexico are based on technical reasons and not political objectives.

II. Expressly contemplate the exceptions provided for in treaties and international agreements to which Mexico is a party, especially regarding prudential measures that countries implement when facing financial crisis scenarios, especially since such measures necessarily benefit the Mexican subsidiaries of foreign financial entities.

III. Allow the participation of foreign governments when the same represents a minority portion of the share capital of intermediaries, that is, when it concerns investments whose objective is solely to obtain financial benefits, and not to seek control or effective administration of the financial entity in question.

Additionally, the power of the Commission that supervises the Controlling Company to declare managerial intervention of the same is established in the body of the Law itself, when it considers that there are irregularities that could affect its stability, solvency, or liquidity to the detriment of the public or its creditors, or when any of the financial entities that make up the respective Financial Group has been subject to managerial intervention. Likewise, the procedure for managerial intervention and the powers of the manager-intervenor are contemplated.

For this effect, the President of the Supervisory Commission may propose to its Board of Directors the declaration of managerial intervention of the Controlling Company and the designation of the person who will serve as manager-intervenor. For this purpose, the Commission will maintain a register of persons who can perform this function.

In the exercise of their position, the manager-intervenor may have the support of an advisory council, integrated by persons designated by the corresponding Commission among those registered in the aforementioned register.

The powers of the manager-intervenor will be the same as those corresponding to the board of directors and full general powers for acts of dominion, administration, litigation, and collections, with the powers that require a special clause according to the Law, to grant and sign credit instruments, to file complaints and lawsuits and to withdraw from the latter, and to grant or revoke general or special powers that they deem convenient and revoke those granted by the intervened Controlling Company and those they themselves have conferred.

Once the irregularities that have affected the stability, solvency, or liquidity of the company have been corrected, the corresponding Commission must agree to lift the intervention.

Regarding the sanctioning regime, the Initiative presented provides for the power of the Commission in charge of supervising the Financial Group, through its Board of Directors, to impose the corresponding sanctions under the terms set forth in this Law, for which sanction levels have been established respecting the constitutional principle of proportionality.

Likewise, the power of the Supervisory Commission to not only impose the corresponding sanction but also to reprimand the offender or merely reprimand them is included in this Initiative, for which it will consider their personal background, the seriousness of the conduct, that the interests of third parties or the financial system itself are not affected, as well as the existence of mitigating factors.

Similarly, the Supervisory Commission will be empowered to abstain from imposing the corresponding sanction, provided that this power is exercised taking into consideration that the facts, acts, or omissions in question do not involve seriousness or do not constitute a crime.

Furthermore, the actions of the Commissions are strengthened by contemplating the obligation to publicize the sanctions imposed, which will generate discipline in the financial system. In such publicity, the following must be indicated: the name, trade name, or corporate name of the offender, the legal provision infringed, the sanction imposed, as well as the status of the corresponding resolution, that is, whether it is final or subject to appeal, in which case the type of appeal notified by the competent authority must be indicated.

In addition to the above, the possibility is included for the Controlling Company to submit to the consideration of the Commission that supervises it, a self-correction program, when in the performance of its activities it detects any irregularity or non-compliance with what is provided for in the Law itself, in which it must indicate the actions adopted or intended to be adopted to correct the irregularity or non-compliance that motivated the program.

Finally, a specific chapter on notifications is incorporated that details the mechanism to be followed for the proper notification of resolutions issued under this Law, which represents an advance that will facilitate the actions of the authorities and reduce the need for interpretation of the Law, since the current Law does not have norms that specifically regulate this procedure.

v) Responsibilities and corrective measures

Regarding this item, it is noted that this Initiative maintains the scheme of responsibilities of the Controlling Company towards the financial entities that make up the respective Financial Group, that is, the Controlling Company must sign an agreement under which the Controlling Company will respond subsidiarily and unlimitedly for the compliance with the obligations owed by the financial entities that are part of the Financial Group, as well as unlimitedly for the losses of each and every one of said financial entities.

In addition to the above, it is established the possibility for the Ministry of Finance and Public Credit to issue general provisions establishing the corrective measures that Controlling Companies must comply with, in order to ensure that the financial entities that are part of the Financial Group in question comply with the requirements provided for in their respective special laws, indicating a catalog of corrective measures that could be implemented, among which are:

a. Suspend the payment of dividends, the acquisition of own shares, and any other mechanism that implies a transfer of patrimonial benefits to shareholders.

b. Suspend the payment of compensations and extraordinary bonuses in addition to the salary of the general director and officials of the two lowest hierarchical levels below this.

c. Suspend the payment of interest on subordinate obligations.

d. Refrain from making investments in financial entities that are part of the Financial Group, as well as in share certificates of financial entities that are not part of it.

e. Order the sale of assets owned by the Controlling Company or owned by the financial entities that are part of the Financial Group.

The above aims to prevent and, if applicable, correct problems that may arise and that could affect the financial stability or solvency of the Controlling Company or the financial entities that make up the Financial Group.

Regarding financial entities that are not part of the Financial Group, or Service Providers or Real Estate companies, the Controlling Company will not have additional responsibilities to those indicated in the applicable financial and commercial legislation, which must be stated in the corporate bylaws of the Controlling Company itself.

vi) Councils for Coordination of Financial Authorities

Currently, the Council for the Stability of the Financial System exists, created by Agreement published in the Official Gazette of the Federation on July 29, 2010, as an instance for evaluation, analysis, and coordination of authorities in financial matters, whose main function is to timely identify potential risks to national financial stability and propose and coordinate the relevant policies, measures, and actions to address them.

Similarly, by Agreement published in the Official Gazette of the Federation on October 3, 2011, the National Council for Financial Inclusion was created, whose object is to propose measures for the planning, formulation, implementation, execution, and monitoring of a Financial Inclusion Policy.

In this sense, and since it is a guarantee enshrined in the Political Constitution of the United Mexican States, that corresponds to the State the leadership of national development, so that it is integral and sustainable, that strengthens the sovereignty of the Nation and its democratic regime; as well as planning, conducting, coordinating, and orienting national economic activity and carrying out the regulation and promotion of activities that the general interest requires within the framework of freedoms granted by the Constitution, in this Initiative, it is proposed to strengthen the power of the President of the Republic to constitute councils that serve as a forum for coordination of measures and actions that, within the scope of their respective attributes, must be carried out or implemented by the Ministry of Finance and Public Credit, the respective dependencies or entities of the Federal Public Administration, and the Bank of Mexico.

The aforementioned councils may be temporary or permanent and will be presided over by whom the President of the Republic determines.

Likewise, the creation by law of the Council for the Stability of the Financial System is expressly provided for, in order to preserve it as a permanent coordination, evaluation, and analysis body that safeguards the security of the country's financial system.

For the above stated and in exercise of the power conferred upon me by article 71, fraction I, of the Political Constitution of the United Mexican States, I submit to the consideration of the Honorable Congress of the Union, the following Initiative of:

STATEMENT OF MOTIVES
(Decree of March 9, 2018)

Under article 71, fraction I of the Political Constitution of the United Mexican States, I permit myself to submit, through its dignified channel, before that Honorable Assembly, the present Initiative of decree by which the Law to Regulate Financial Technology Institutions is issued and various provisions of the Law of Credit Institutions, the Securities Market Law, the General Law of Organizations and Auxiliary Credit Activities, the Law for the Transparency and Ordering of Financial Services, the Law to Regulate Credit Information Companies, the Law for the Protection and Defense of Users of Financial Services, the Law to Regulate Financial Groups, the Law of the National Banking and Securities Commission, and the Federal Law for the Prevention and Identification of Operations with Resources of Illicit Origin are reformed, added, and repealed.

In recent decades, technology has radically transformed the way commerce of goods and services is carried out globally. This revolution of innovation, driven by the widespread availability of technology, has had a very significant impact on the financial services sector.

The impact of technology has transformed the provision of traditional banking and credit services, through innovations that have generated a significant reduction in the use of branches for the provision of financial services.

This type of technologies have developed in recent years in harmony with the legislation applicable to regulated and supervised financial entities, but likewise in this period other technological innovations and business models have emerged that do not have regulation and

supervision by authorities over operations carried out with their clients, which makes it necessary to include them within the regulated and supervised sector of the financial system.

In addition to the above, it is foreseeable to think about the new technologies that promote the decentralization of systems such as blockchain technology (Blockchain in English), as well as the proliferation of the collaborative economy and peer-to-peer financial services, which will further modify the landscape regarding the way financial services are provided in the coming years.

The capacity for expansion of financial services through new technologies is enormous. According to the Fourth Quarterly Statistical Report 2016 prepared by the Federal Institute of Telecommunications, by December 2016 the number of mobile phone subscriptions in Mexico reached 111.7 million, while the number of mobile broadband subscriptions was 74.5 million.

In view of the above, this Initiative aims to provide a regulatory space so that innovation through technologies, of financial services, can develop and flourish. This is with the purpose of putting Mexico at the forefront in the development of financial services capable of increasing the level of financial inclusion throughout the country and improving the conditions of competition in the Mexican financial system.

The initiative proposes creating a new Law to be called “Law to Regulate Financial Technology Institutions”, which aims to regulate Financial Technology Institutions (FTIs) and the establishment of conditions for regulated financial entities under this and other financial laws to develop technological innovations in safe regulatory spaces.

With the presentation of the Initiative, the need is recognized that such a dynamic sector as technological innovation requires a regulatory framework that allows authorities to mitigate risks and allow its expansion in a competitive environment. Therefore, the Law to Regulate Financial Technology Institutions is a law that establishes principles, so that from these, the different competent financial authorities issue secondary regulation in accordance with the dynamism inherent to said sector.

The Law to Regulate Financial Technology Institutions is based on the principles of financial inclusion and innovation, consumer protection, preservation of financial stability, promotion of fair competition, and prevention of money laundering and terrorist financing.

With the principle of financial inclusion, the aim is to bring financial services closer to people and sectors that have traditionally not been part of the financial system, promoting greater financial education and advice on these new alternatives. Likewise, complementing financial inclusion, is the principle of innovation which seeks to provide tools to increase the use of the mentioned services.

The principle of consumer protection aims to protect the client by establishing defense mechanisms and verification of minimum standards, as well as granting regulatory and supervisory powers to financial authorities. Likewise, guidelines for the protection of personal data are established, as well as the obligation of complete disclosure to clients and investors of the operating model and risk factors that the FTI could represent.

Regarding the principle of preservation of financial stability, what is sought is to establish a general framework of authorized and supervised operation for FTIs, imposing prudential rules proportional to the risks they represent in various matters, such as financial, operational, market, technological (cyber-security), corporate governance, and accounting rules. Likewise, it is sought that the financial technology market develops with limits and maximum operation amounts in order to avoid regulatory inequality with other financial sectors, thus seeking a level playing field and fair and balanced competition.

Fair competition is one of the key factors that is intended to promote and protect, in virtue of the fact that the Financial Technology industry will allow greater diversity and new channels for the distribution of financial services, as well as the reduction of costs and improvement in the provision of said services.

A concern that has been the cause of the creation of standards, controls, and regulation for the provision of financial services, both nationally and internationally, has been the risk of money laundering and terrorist financing. Therefore, the last mentioned principle seeks to prevent and mitigate said risk, seeking the correct financial functioning and its integrity, establishing the already accepted and proven regulatory framework, with minimum identification standards for clients that allow preventing this type of conduct.

In addition to the above, it is relevant to mention that the Law to Regulate Financial Technology Institutions is technologically neutral, that is, the technology is indifferent with respect to the service provided.

It is of utmost importance to highlight that the over-regulation of this sector could bring about a result opposite to the end pursued by this new regulation, potentially damaging the financial market and causing a disincentive in financial inclusion, as well as creating barriers that could prove insurmountable for entrepreneurs, as well as for those who wish to opt to operate with any of the figures recognized in the Law to Regulate Financial Technology Institutions. As a consequence of the above, the Law only provides for a general regulatory framework, that is, it only intends to establish the bases and a minimum regulation that must govern FTIs, leaving the rest to be regulated in secondary provisions with the objective of having greater flexibility in its regulation, which would allow it to adapt according to the constant dynamism of this sector.

Although there must be flexibility in the regulation of FTIs, this should not be interpreted as the existence of regulatory arbitrage since FTIs, in accordance with the Law to Regulate Financial Technology Institutions, must comply with the established requirements regarding amounts and limits just as other entities in the sector comply with their respective financial laws. However, it is also necessary to emphasize that FTIs must comply with these obligations proportionally to the risks they incur.

Now, once the principles that guide the conduct of entities regulated by the Law to Regulate Financial Technology Institutions and that must also be followed by authorities in the exercise of their powers have been set forth, the Law establishes the regulation for the different types of FTIs.

FTIs will be authorized, regulated, and supervised entities by financial authorities. To operate as an FTI, the Law to Regulate Financial Technology Institutions establishes that they will require authorization from the National Banking and Securities Commission, which will be granted prior to the review of the information and documentation mentioned in said Law and prior agreement of the Interinstitutional Committee. Said Committee would be integrated by three key financial authorities, namely, the Ministry of Finance and Public Credit, the National Banking and Securities Commission, and the Bank of Mexico.

The Law to Regulate Financial Technology Institutions will recognize two types of FTIs: crowdfunding institutions and electronic payment fund institutions.

Crowdfunding institutions (crowdfunding in English) are platforms that put in direct contact people interested in participating in debt, equity, and co-ownership or royalty schemes. These institutions provide access to new sources of financing to segments of the population that are normally not attended to by traditional financial entities, regulating three forms.

Crowdfunding debt institutions are those where the institution puts investors in direct contact with applicants who require financing, who will subsequently return the resources, generally, with the payment of interest. Crowdfunding equity institutions are those that facilitate that investors contribute resources, through the institution, to obtain participations in the share capital of corporate applicants that are promoted by this means to subsequently participate in the profits of said corporations. Finally, crowdfunding co-ownership or royalty institutions are those where investors contribute resources to a project obtaining a participation in a good or right. This figure has been regulated at the international level in countries such as the United States, Canada, China, Spain, Italy, France, the United Kingdom, and New Zealand.

The Law proposed to be issued contains the regulation of electronic payment fund institutions, as a consequence of the increased use of this payment modality in commerce, as it offers security and acceptance in businesses that are affiliated.

Regarding this, Peru, Paraguay, Brazil, Colombia, Uruguay, Kenya, and the European Union, among other jurisdictions, have regulated electronic payment funds, defining them in similar terms, as the monetary value represented by a credit enforceable against its issuer, stored in an electronic or digital medium, whose value is constant, denominated in the same currency and equivalent to the funds received by the issuer against its delivery.

In the regulation proposed in the Law to Regulate Financial Technology Institutions, electronic payment fund institutions will provide services of issuance, administration, reporting, and transmission of electronic payment funds (e-money in English). Electronic payment funds shall be understood as the monetary value issued at par against the receipt of legal tender currency, which will serve to make payments and transfers.

Likewise, it is proposed that FTIs have the capacity to operate with virtual assets. In this sense, virtual assets are representations of a verifiable digital value, which are not issued or backed by any central bank or financial entity, that is, they do not have legal tender status, and despite this, generate utilities for their exchange due to their acceptance by the public. In recent years, the use of virtual assets, especially “Bitcoin”, has increased, as well as its acceptance and value, so the regulation of institutions in which intermediation with these assets occurs has become increasingly pertinent. Additionally, it is proposed that persons who offer the purchase and sale of virtual assets within national territory be subject to the Federal Law for the Prevention and Identification of Operations with Resources of Illicit Origin.

Considering that the speed at which technological advances occur does not allow adjusting the assumptions of legal norms with adequate opportunity and that many companies that develop innovative schemes or means are of recent creation, the Initiative contemplates, in addition to FTIs, the regulation of Novel Models. To operate said models, societies must have a temporary authorization granted by the competent Supervisory Commission on the matter of innovation, with the purpose of testing their innovative business models based on technology in financial activities currently regulated by some law of the current financial system. With this, it is sought that societies operating with Novel Models provide their services to a reduced number of clients and for a limited time, allowing them to experiment and develop their innovation in the real market in a controlled and supervised manner by authorities.

The authorization of Novel Models is being implemented in several countries, among which the United Kingdom and Singapore deserve special mention, pioneers in creating a figure known in English as Regulatory Sandbox. Additionally, the Initiative contemplates the possibility of granting temporary authorizations to Financial Entities to carry out activities contemplated in their corporate object through Novel Models when exceptions to general provisions applicable to them are necessary.

In matters of user protection of services offered by FTIs, their supervision will be subject to the powers of the National Commission for the Protection and Defense of Users of Financial Services, so secondary regulation related to the formalization of legal relationships and the resolution of disputes will be issued. Regarding this, the Law for the Protection and Defense of Users of Financial Services is modified and FTIs are included as financial entities in terms of the Law for Transparency and Ordering of Financial Services.

In international experience, there is a set of rules and specifications that allow technological applications to communicate with each other. These rules and specifications are called APIs (from the English acronym Application Programming Interface). This Initiative proposes that financial entities and FTIs have open APIs, allowing the interconnection of digital financial services as long as there is prior consent of the users, specifically mentioning that this would not be a violation of financial secrecy. It is important to mention that to use the data shared through APIs, compliance with the general provisions issued by the competent authority is required.

The Federal Executive has sought to generate an environment of greater financial inclusion, in which the increase in well-being for the population is promoted, the movement of financial resources and the obtaining of credit and other financial services are incentivized under convenient conditions for different sectors of society, and competition is promoted, while at the same time ensuring the stability and security of the financial system, risks are mitigated, and the consumer is protected.

This Initiative continues this same trend and fosters innovation in the financial system so that it becomes another engine of growth for the country.

Among the National Goals established in the National Development Plan 2013-2018 is “Prosperous Mexico” whose goal is to promote sustained growth of productivity, considering that adequate infrastructure and access to strategic inputs can foster competition and allow greater flows of capital and knowledge, in addition to providing favorable conditions for economic development, through a regulation that allows fair competition among companies and the design of a modern economic promotion policy focused on generating innovation and growth in strategic sectors.

To achieve the above, strategies and lines of action were established, among which are: maintaining the macroeconomic stability of the country, democratizing access to financing for projects with growth potential, and guaranteeing clear rules that incentivize the development of a competitive internal market.

As has been established throughout this exposition, among the objectives of the Law are the increase in the level of financial inclusion throughout the country, the increase in access to financing, and the improvement of competition conditions in the Mexican financial system, so the Law to Regulate Financial Technology Institutions will be an adequate instrument that will help with the fulfillment of the National Development Plan 2013-2018.

For the foregoing and in exercise of the power conferred upon me by Article 71, fraction I of the Political Constitution of the United Mexican States, as well as Article 73, fraction X of the same instrument, I submit to the consideration of the Honorable Congress of the Union, the following Initiative of:

STATEMENT OF MOTIVES
(Decree of January 24, 2024)
The exercise of the state's ius puniendi, through the capacity to impose administrative sanctions, implies one of the most incisive actions of the Public Administration in the legal sphere of individuals; the administration orders and protects the public interest through the application of a sanction and this activity takes on particular importance when it is directed to the good functioning of the organization and public service.

The sanctioning power is that faculty of the public administration to impose sanctions through an administrative procedure, understood as the administrative sanction being that harm inflicted on an administrator as a consequence of an illicit conduct, with repressive purpose, consisting in the deprivation of a good or right, or the imposition of a duty, since the public administration is barred from sanctions consisting in deprivation of liberty.

An administrative sanctioning procedure is that mechanism or procedure by which the State, through administrative units, carries out functions of inspection, verification, control, and sanction, with the purpose of determining responsibility or absolving for the probable infringement of the law, or for failing to comply with some obligation related to the sector in which they perform their duties. As a result of said procedure and in attention to the sanctioning faculty, the authority imposes a sanction or fine, which must be distinguished from the word infringement, as they do not mean the same; thus, the fine is defined as the pecuniary sanction imposed for any legal contravention, for the benefit of the State or any official entity authorized to impose it.3 On the other hand, the term infringement is conceived as that act carried out against what is established in a legal norm or failing to comply with a commitment contracted.

The Mexican Financial System is regulated and supervised by various authorities responsible for ensuring compliance with applicable regulations and, where appropriate, applying the corresponding sanction in the event of any infringement; however, constitutional flaws have arisen due to the lack of legal certainty regarding the time limit for deciding their legal status.

Problem Statement

In recent dates, the Supreme Court of Justice of the Nation, as well as the Circuit Courts, through various jurisprudential criteria, declared the unconstitutionality of various legal provisions of different regulatory laws of the National Financial System, considering that they violate the principle of legal certainty, which consists of the right that belongs to an institution or financial entity subject to an administrative sanctioning procedure to exercise its defense and be heard, with due opportunity, within a procedure that establishes a reasonable time limit for the competent authority to resolve, if applicable, the imposition of a restrictive act, in consonance with what is mandated by articles 14 and 16 of the Political Constitution of the United Mexican States.

The foregoing, under the argument that, by not clearly and precisely establishing the maximum time limit for the authority to issue and notify the resolution that ends the administrative sanctioning procedure, the guarantee of due process is violated.

Conscious of this problem and with the aim of avoiding the instruction of administrative sanctioning procedures that violate due process to the detriment of the legal certainty of the Financial System, an exhaustive review of all provisions regulating it was carried out.

For this reason, this Initiative aims to resolve the impact on the principles of legality, legal certainty, and prompt and expeditious justice in the administrative sanctioning procedure provided for in the laws regulating the National Financial System, by establishing the general scheme of the administrative procedure, identifying each of its stages, which adjust to the essential formalities of the procedure, recognized both by legal doctrine, judicial interpretations supported by our Highest Courts, and aligned with international best practices. An example of this is found in jurisprudential thesis 1a./J. 11/2014 (10th.), Gazette of the Judicial Weekly of the Federation. Book 3, February 2014, Volume I, page 396, which states verbatim:

“RIGHT TO DUE PROCESS. ITS CONTENT.
Within the guarantees of due process, there is a "hard core," which must be inescapably observed in any jurisdictional procedure, and another set of guarantees applicable in processes that involve the exercise of the State's punitive power. Thus, regarding the "hard core," the guarantees of due process that apply to any procedure of a jurisdictional nature are those that this Supreme Court of Justice of the Nation has identified as essential formalities of the procedure, the set of which integrates the "guarantee of hearing," which allow the governed to exercise their defenses before the authorities definitively modify their legal sphere. Regarding this, the Full Tribunal of this Supreme Court of Justice of the Nation, in jurisprudence P./J. 47/95, published in the Judicial Weekly of the Federation and its Gazette, Ninth Era, Volume II, December 1995, page 133, under the heading: "ESSENTIAL FORMALITIES OF THE PROCEDURE. THOSE THAT GUARANTEE AN ADEQUATE AND TIMELY PREVIOUS DEFENSE TO THE RESTRICTIVE ACT," held that the essential formalities of the procedure are: (i) the notification of the start of the procedure; (ii) the opportunity to offer and present the evidence on which the defense is based; (iii) the opportunity to argue; and, (iv) a resolution that settles the disputed issues and whose appeal has been considered by this First Chamber as part of this formality. Now, the other core is commonly identified with the list of minimum guarantees that every person whose legal sphere intends to be modified through the State's punitive activity must have, as occurs, for example, with criminal, migratory, tax, or administrative law, where it will be required that the guarantees be compatible with the specific subject matter of the case. Therefore, within this category of due process guarantees, two species are identified: the first, which corresponds to all people regardless of their condition, nationality, gender, age, etc., within which are, for example, the right to have a lawyer, to not testify against oneself, or to know the cause of the sanctioning procedure; and the second, which is the combination of the minimum list of guarantees with the right to equality before the law, and which protects those people who may

find themselves in a situation of disadvantage before the legal system, by belonging to some vulnerable group, for example, the right to consular notification and assistance, the right to have a translator or interpreter, the right of girls and boys to have their detention notified to those who exercise their parental authority and guardianship, among others of the same nature.

Amparo in review 352/2012. October 10, 2012. Five votes of Ministers Arturo Zaldívar Lelo de Larrea, José Ramón Cossío Díaz, Guillermo I. Ortiz Mayagoitia, Olga Sánchez Cordero de García Villegas, and Jorge Mario Pardo Rebolledo. Reporter: Arturo Zaldívar Lelo de Larrea. Secretary: Mario Gerardo Avante Juárez.

Direct Amparo in review 3758/2012. Maple Commercial Finance Corp. May 29, 2013. Five votes of Ministers Arturo Zaldívar Lelo de Larrea, José Ramón Cossío Díaz, Alfredo Gutiérrez Ortiz Mena, Olga Sánchez Cordero de García Villegas, and Jorge Mario Pardo Rebolledo. Reporter: Alfredo Gutiérrez Ortiz Mena. Secretary: David García Sarubbi.

Amparo in review 121/2013. June 12, 2013. Five votes of Ministers Arturo Zaldívar Lelo de Larrea, José Ramón Cossío Díaz, Alfredo Gutiérrez Ortiz Mena, Olga Sánchez Cordero de García Villegas, and Jorge Mario Pardo Rebolledo. Reporter: Alfredo Gutiérrez Ortiz Mena. Secretary: Cecilia Armengol Alonso.

Amparo in review 150/2013. July 10, 2013. Five votes of Ministers Arturo Zaldívar Lelo de Larrea, José Ramón Cossío Díaz, Alfredo Gutiérrez Ortiz Mena, Olga Sánchez Cordero de García Villegas, and Jorge Mario Pardo Rebolledo. Reporter: Jorge Mario Pardo Rebolledo. Secretary: Mercedes Verónica Sánchez Miguez.

Direct Amparo in review 1009/2013. October 16, 2013. Five votes of Ministers Arturo Zaldívar Lelo de Larrea, José Ramón Cossío Díaz, Alfredo Gutiérrez Ortiz Mena, Olga Sánchez Cordero de García Villegas, and Jorge Mario Pardo Rebolledo, who reserved the right to formulate a concurrent vote. Reporter: José Ramón Cossío Díaz. Secretary: Julio Veredín Sena Velázquez.

Jurisprudential thesis 11/2014 (10th.). Approved by the First Chamber of this High Tribunal, in session on February 7, two thousand fourteen.” (emphasis added)

OBJECT OF THE INITIATIVE

This Initiative details, in each of the financial laws, the stages of the administrative sanctioning procedure, as follows:

a) Expiration of the Sanctioning Power.

In the Initiative, the time limit of 5 years that the authority has to initiate the administrative sanctioning procedure is retained, counted from the next business day after the conduct was carried out or the infringement assumption was met. This time limit is consistent with the national legal framework applicable to administrative procedures, which establish similar time limits for the extinction of the authority's sanctioning power, in order to contribute to justiciable legal certainty.

This time limit may be suspended for up to two years due to the non-existence of the presumed infringer's domicile or due to the filing of some means of defense, and it will resume from the date on which the respective authority has knowledge of the domicile or when the final resolution corresponding to the means of defense invoked is issued.

Likewise, it was considered relevant to distinguish the moment when the counting of this time limit begins regarding continuous and continuing conduct, being in the first case from the moment the conduct ceases and regarding continuing conduct from the consummation of the last conduct.

On the other hand, it is provided that the expiration time limit referred to above will be interrupted, that is, it will cease to be counted, at the moment of notification to the presumed infringer of the start of the administrative sanctioning procedure.

b) Right to hearing and offering of evidence.

In the initiative, it is stated that when the authorities notify the presumed infringer of the start of the administrative sanctioning procedure, they must grant them the right to hearing to manifest what is in their interest and the possibility of offering evidence for a period of ten business days, which may be extended by ten additional business days at the request of the party.

c) Presentation of evidence.

Once the time limit referred to in the previous paragraph and, if applicable, its extension has concluded, the authority will have up to sixty business days to present the evidence that has been offered, which is considered sufficiently broad for its preparation and presentation.

d) Period for arguments and closure of instruction.

Once the evidence has been presented, the authority will notify the presumed infringer of the opening of the five business day period to formulate arguments. Such notification, being of an intra-procedural nature, will not require personal delivery, attending to the principle of legal interest of the presumed responsible party within the processing of the procedure.

On the next business day after the expiration of the time limit to formulate arguments, the instruction will be considered closed.

e) Time limit for resolution.

The authority will have a time limit that will not exceed one hundred eighty business days to issue and notify the resolution that ends the administrative sanctioning procedure, imposing, if applicable, the sanctions that result from it.

The foregoing provides certainty and legal security to the presumed infringers and establishes a maximum time limit within which the authority must definitively resolve the existence of the infringement, as well as the imposition of the sanction that, if applicable, was due due to the reprehensible conduct.

In this sense, the inclusion of this time limit in the laws regulating the National Financial System surpasses the jurisprudential interpretations that motivated the presentation of this Initiative.

In conclusion, financial instructions and entities will have certainty about the stages of the administrative sanctioning process, the duration of each, and the moment when the authority can no longer continue with legal actions for the imposition of sanctions. It also guarantees the fundamental rights enshrined in the Political Constitution of the United Mexican States by differentiating each stage of the process, in such a way that they can assert their rights, while at the same time limiting the powers of the authority so that the legal sphere of the governed is not affected.

Finally, the procedures for revocation of authorizations granted by the Ministry of Finance and Public Credit are strengthened, for the constitution, operation, and functioning, as appropriate, of various entities and financial institutions, with the aim of clarifying certain aspects of the procedure and avoiding that such entities could be placed in a state of defenselessness, as well as to provide that, in these procedures, the consultation instances must issue the corresponding opinion at least thirty business days in advance of the time limit provided to issue the resolution that ends the revocation procedure. In the event that any of the opinions are issued after the time limit provided, the Ministry of Finance and Public Credit may resolve with the records in the file, without the need to consider the opinion presented late.

STATEMENT OF REASONS

(Decree of November 14, 2025)

On September 15, 2017, the Decree by which articles 16, 17, and 73 of the Political Constitution of the United Mexican States are reformed and added, in matters of Everyday Justice, was published in the Official Journal of the Federation, with which powers were granted to the Congress of the Union to publish unique procedural legislation in civil and family matters.

According to the fourth transitory article of the aforementioned decree, the Congress of the Union would have a time limit of 180 days to draft and publish the new procedural law in civil and family matters. This time limit expired on March 14, 2018, without the referred norm being published. Therefore, and following the non-compliance with the transitory articles, the Mexican Bar Association filed an amparo for the non-compliance of the Congress. Thus, through a judgment on June 28, 2019, the Eighth District Judge in Civil Matters of Mexico City condemned the Congress of the Union to discuss and publish the reform.

In response to the judgment, the Congress of the Union finally discussed and approved the National Code of Civil and Family Procedures; however, despite legislative efforts, the judgment was not fully complied with, which is why an incident of non-execution was promoted, which was published on July 13, 2023.

This new judgment points out that the reform in everyday justice does not end with the publication of the National Code, but it is fundamental to homologate federal and general laws so that they refer to the legal process that is required. Thus, this initiative aims to carry out the normative homologation referred to in the judgment so that the Law to Regulate Financial Groupings is concordant with the new National Code of Civil and Family Procedures, as observed below.

REFERENCES

Reformed by Article Eight of the Decree published in the Official Journal of the Federation on March 9, 2018.
Reformed by Article Five of the Decree published in the Official Journal of the Federation on January 24, 2024.
Added by Article Five of the Decree published in the Official Journal of the Federation on January 24, 2024.
Repealed by Article Five of the Decree published in the Official Journal of the Federation on January 24, 2024.
Repealed by Article Fifty-Five of the Decree published in the Official Journal of the Federation on November 14, 2025.

Law to Regulate Financial Groups

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