2025-07-28 | DOF 5763939Added
The National Insurance and Bonds Commission (CNSF) revokes the authorization of Servicios Integrales de Salud Nova, S.A. de C.V. to operate as a specialized health insurance institution due to its failure to comply with the regularization plan PRE320-H0711-000261-20230608 and approved complementary actions required to restore solvency parameters. The institution failed to cover a $89,530,589.27 deficit in the Investment Base Coverage parameter by the September 7, 2023 deadline, and subsequently failed to meet the capital contribution requirements of $287,617,720.11 and $290,595,350.95 for Investment Base Coverage and Admissible Equity, respectively, by the December 15, 2023 deadline. This revocation is enacted under Article 334 of the Law of Insurance and Bonds Institutions (LISF) to protect the public interest.
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DOF: 28/07/2025
RESOLUTION by which the authorization granted to Servicios Integrales de Salud Nova, S.A. de C.V. to operate as a specialized health insurance institution is revoked.
At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Treasury.- Secretariat of Treasury and Public Credit.- National Insurance and Bonds Commission.- Presidency.- File: C00.422.2S.10/008"24".- Official Letter No. 06-C00-10000-26516/2025.
SUBJECT: REVOCATION OF THE AUTHORIZATION GRANTED TO SERVICIOS INTEGRALES DE SALUD NOVA, S.A. DE C.V. TO OPERATE AS A SPECIALIZED HEALTH INSURANCE INSTITUTION.
Servicios Integrales de Salud Nova, S.A. de C.V.
Avenida Batallón de San Patricio number 111, Floor 14, Colonia Valle Oriente, San Pedro Garza García, Postal Code 66269, State of Nuevo León.
SEEN, to resolve the file related to the administrative procedure for revocation to operate as a specialized health insurance institution, granted by the Federal Government through the Secretariat of Treasury and Public Credit to Servicios Integrales de Salud Nova, S.A. de C.V., initiated by virtue of official letter DGSF/DVF-00166/2024 dated May 3, 2024, by which the head of the General Directorate of Financial Supervision hereinafter DGSF gave notice to the head of the General Directorate of Contentious Legal Affairs and Sanctions hereinafter DGJCS with the resolution contained in the separate document 06-C00-22100-02946/2024 of that date, by which the head of the DGSF deemed the regularization plan number folio PRE320-H0711-000261-20230608 approved for the aforementioned institution in terms of article 320 of the Law of Insurance and Bonds Institutions hereinafter LISF, and the complementary actions approved in that plan, to be unfulfilled, therefore, based on article 334 of the LISF, it proceeds to issue the resolution in the file being processed in accordance with the following:
I. FACTS
1.- By official letter 101.-01965 of December 22, 2003, Servicios Integrales de Salud Nova, S.A. de C.V. was authorized by the Secretariat of Treasury and Public Credit to organize and function as an insurance institution to practice the operation of accident and disease insurance, in the health branch, authorization published in the Official Journal of the Federation on March 16, 2004.
This authorization was modified by the indicated Secretariat by means of official letter 366-118/11 of September 23, 2011, noting in said modification the expansion of the corporate object of the institution of reference to practice the operation of accidents and diseases, in the branches of health and medical expenses.
The authorization granted was modified for the last time by the National Insurance and Bonds Commission hereinafter Commission, by means of official letter 06-C00-41100-04000/2019, published in the aforementioned Journal on April 25, 2019, by which it was established that such Insurance Institution must have the minimum paid-in capital determined for the year in question, for each operation and branches it has authorized.
2.- By official letter DGSF/DVF-00166/2024 dated May 3, 2024 received in this Commission on that day, the head of the DGSF gave notice to the DGJCS with the resolution contained in the separate document 06-C00-22100-02946/ 2024 of that date, by which it deemed the regularization plan number folio PRE320-H0711-000261-20230608 and the complementary actions approved in that plan unfulfilled, attaching a certified copy of the file of the mentioned plan, and requested the head of the DGJCS to initiate an administrative revocation procedure.
3.- By resolution contained in official letter 06-C00-22100-02946/2024 which was attached to the separate identified in the previous paragraph, the head of the DGSF determined that Servicios Integrales de Salud Nova, S.A. de C.V. did not comply with the regularization plan PRE320-H0711-000261-20230608 as well as with the complementary actions approved in the cited regularization plan.
4.- In view of the aforementioned paragraphs, based on the first paragraph of article 334 of the LISF, by means of official letter 06-C00-42000-15339/2024 dated May 8, 2024, notified to the institution already identified on the 23rd of the same month and year, the head of the DGJCS summoned the identified institution so that within the term established in said paragraph, Servicios Integrales de Salud Nova, S.A. de C.V. manifested what was convenient for its rights, presented the elements and proofs that, in its opinion, accredited that the facts or omissions pointed out in the cited summons letter had been remedied.
5.- By official letter 06-C00-42000-15617/2024 of May 24, 2024, notified on that same day, the head of the DGJCS requested information from the head of the DGSF about the control measures that, in its case, had been imposed on the institution already identified in relation to the regularization plan with folio number PRE320-H0711-000261-20230608, which was attended by official letter DGSF/DVF-00203/2024 informing that no control measures were issued for the institution already identified.
Personal Data: name
6.- By writing dated June 5, 2024, received that day in the official institutional email oficialiadepartes@cnsf.gob.mx, ** ** ****** * ********* **** holding himself as President of the Board of Directors of Servicios Integrales de Salud Nova, S.A. de C.V., in attention to the summons official letter 06-C00-42000-15339/2024 identified in paragraph 4, made manifestations and attached various documentary evidence.
Personal Data: name
7.- By agreement of June 10, 2024, issued by the head of the DGJCS, notified to the institution already identified on the 13th following by official letter number 06-C00-42000-21075/2024, it was required to the *** ******* * ******** ***** to remit within a period of 10 business days the original or certified copy of the instrument with which it accredited the personality with which it promoted in the name of Servicios Integrales de Salud Nova, S.A. de C.V., warned that once this period had elapsed without exhibiting said instrument or pointing out the corresponding file, the writing of June 5, 2024 identified in paragraph 6 and the documents attached to it would be dismissed.
8.- By writing of June 24, 2024, received on the same day in the Regional Delegation Nuevo León of this Commission, forwarded to the DGJCS on the 28th following, Mr. Carlos García Garza, promoting in his capacity as General Director of Servicios Integrales de Salud Nova, S.A. de C.V., attended to official letter number 06-C00-42000-21075/2024 referred to in the previous paragraph.
Personal Data: email
9.- By writing of June 26, 2024, received on the same day in the Regional Delegation Nuevo León of this Commission, forwarded to the DGJCS on the 27th following, Mr. Carlos García Garza, promoting in his capacity as General Director of Servicios Integrales de Salud Nova, S.A. de C.V., pointed out the email addresses *********************** * ****************** to hear and receive notifications, as well as requested an extension of 5 business days to deliver the response to the summons due to the meteorological event "Alberto" that occurred in the State of Nuevo León, ratifying the content of the writing dated June 5, 2024 identified in paragraph 6.
10.- By agreement of June 27, 2024, issued by the head of the DGJCS, notified to the institution already identified on July 1, 2024 by official letter number 06-C00-42000-22943/2024, the personality was recognized and the extension of 5 business days requested via writing identified in paragraph 9 was granted.
Personal Data: name and email
11.- By writing of July 9, 2024, received on the same day in the Regional Delegation Nuevo León of this Commission, forwarded to the DGJCS on the 11th following, the * ******** * ******** ***** , acting as President of the Board of Directors of Servicios Integrales de Salud Nova, S.A. de C.V., pointed out the email address ************ to receive notifications related to the present procedure, made manifestations, offered documents, and requested a new extension of 5 business days to attend the summons.
Personal Data: name
12.- By agreement dated July 12, 2024, notified on the 17th following by official letter number 06-C00- 42000-26325/2024, issued by the head of the DGJCS, the personality of the *** ******* * ******** **** as an attorney-in-fact for Servicios Integrales de Salud Nova, S.A. de C.V. was recognized, it was required to clarify the manifestations made in the writing identified in paragraph 11 within a period of 5 business days, and the extension requested in the mentioned writing was denied.
13.- By writing of July 25, 2024, received on the same day in the Regional Delegation Nuevo León of this Commission, forwarded to the DGJCS on the 29th following, the *** ******* * ******** **** , pointed out the email address ************************ to receive notifications related to the present procedure and made manifestations.
Personal Data: name and email
14.- By agreement of July 31, 2024, notified by official letter number 06-C00-42000-29014/2024 on August 1, 2024, issued by the head of the DGJCS, the writing identified in paragraph 13 was received and the manifestations pointed out in it were considered made.
15.- By agreement of August 30, 2024, notified by official letter 06-C00-42000-31759/2024 on the same day, issued by the head of the DGJCS, the proofs offered were received, admitted, and discharged, and a period of 5 business days was granted to formulate allegations.
16.- After the period granted in the agreement identified in the previous paragraph had elapsed, without Servicios Integrales de Salud Nova, S.A. de C.V. having presented written allegations in this procedure, by agreement dated September 10, 2024, notified by official letter number 06-C00-42000-33150/2024 on the 11th following, the instruction was declared closed and the records were ordered to be reserved so that the resolution corresponding in law is issued, and
II. CONSIDERATIONS
FIRST.
REGULARIZATION PLAN AND COMPLEMENTARY ACTIONS IN ACCORDANCE WITH ARTICLE 320 OF THE LISF
The existence of the official letter DGSF/DVF-00166/2024 identified in fact 2, by which the head of the DGSF requested the head of the DGJCS to initiate an administrative revocation procedure, the resolution contained in the separate document 06-C00-22100-02946/2024 identified in fact 3, by which the DGSF determined that Servicios Integrales de Salud Nova, S.A. de C.V. did not comply with the regularization plan PRE320-H0711-000261-20230608 as well as with the complementary actions approved in the cited regularization plan, and the file of the mentioned plan, are duly accredited in the records because these were exhibited by the DGSF in original and certified copy respectively, in addition to the fact that Servicios Integrales de Salud Nova, S.A. de C.V. recognized their existence in the various writings signed by it and which are identified in facts 6, 8, 9, 11 and 13, in accordance with articles 129, 200 and 202 of the Federal Code of Civil Procedures applicable suppletorily in terms of paragraph 479 of the LISF.
From the analysis of the records of the regularization plan file number folio PRE320- H0711-000261-20230608, the following are derived:
H I S T O R Y
A) SHORTAGE IS NOTED AND REGULARIZATION PLAN IS REQUESTED TO RESTORE SOLVENCY PARAMETER COVERAGE.
Article 320, first, second, third, fourth and fifth paragraphs of the LISF states that when the Commission notes that the financial situation of an institution presents shortages in any of the solvency parameters, it will grant the institution in question a period of fifteen business days, for it to expose what is convenient for its rights and, in its case, submit for its approval a regularization plan to restore the coverage of the solvency parameters referred to in fractions I to III of that article.
The regularization plan that is submitted for the consideration of the Commission must establish a period not greater than ninety days for the institution in question to restore the coverage of the solvency parameters.
By official letter 06-C00-22100-04449/2023 dated May 17, 2023, signed by the DGSF and identified in fact 2 of the resolution contained in official letter 06-C00-22100-02946/2024, it was pointed out that, having seen the Regulatory Report on Financial Statements (RR-7) corresponding to February 28, 2023, presented through the Electronic Information Delivery System (SEIVE) via transaction 473439 of April 5, 2023, it was made known to Servicios Integrales de Salud Nova, S.A. de C.V. that a shortage was noted on February 28, 2023, in the solvency parameter "Coverage of the Investment Base" by $89,530,589.27 (eighty-nine million five hundred thirty thousand five hundred eighty-nine pesos 27/100 M.N.), so that in terms of paragraph 320, first, second, third, fourth and fifth paragraphs of the LISF, a period of 15 business days was granted for it to expose what was convenient for its rights and, in its case, submit for the approval of this Commission a regularization plan to restore the coverage of the referred solvency parameter.
B) THE INSTITUTION SUBMITS FOR CONSIDERATION OF THE COMMISSION FOR APPROVAL THE REGULARIZATION PLAN TO RESTORE THE COVERAGE OF THE SOLVENCY PARAMETERS.
That in attention to the official letter mentioned in the previous paragraph, Servicios Integrales de Salud Nova, S.A. de C.V. on June 8, 2023 submitted for consideration of this Commission for its approval the regularization plan number folio PRE320-H0711-000261-20230608 , identified in fact 3 of the resolution contained in official letter 06-C00-22100-02946/2024, in order to restore the shortage on February 28, 2023, in the solvency parameter "Coverage of the Investment Base" by $89,530,589.27 (eighty-nine million five hundred thirty thousand five hundred eighty-nine pesos 27/100 M.N.).
C) THE COMMISSION APPROVES THE REGULARIZATION PLAN TO RESTORE THE COVERAGE OF THE SOLVENCY PARAMETERS.
That by official letter 06-C00-22100-13526/2023 dated August 30, 2023, signed by the DGSF and identified in fact 5 of the resolution contained in official letter 06-C00-22100-02946/2024, based on article 320, fifth paragraph of the LISF, it was made known to Servicios Integrales de Salud Nova, S.A. de C.V. the approval of the regularization plan number folio PRE320-H0711-000261-20230608, establishing as the period for its compliance from June 9 to September 7, 2023 , in which the institution already identified obliged itself to make a contribution of $100,000,000.00 (one hundred million pesos), as well as various administrative measures to locate its statutory parameters in solvency ranges, within the validity of the regularization plan.
D) THE INSTITUTION DOES NOT COMPLY WITH THE REGULARIZATION PLAN WITHIN THE ESTABLISHED PERIOD, THE COMMISSION GRANTS A PERIOD FOR IT TO SUBMIT FOR APPROVAL OF THE COMMISSION COMPLEMENTARY ACTIONS.
By official letter 06-C00-22100-20163/2023 dated October 20, 2023, signed by the DGSF and identified in fact 14 of the resolution contained in official letter 06-C00-22100-02946/2024, based on paragraph 320, eighth paragraph, of the LISF, it was made known to Servicios Integrales de Salud Nova, S.A. de C.V. that once the period established in article 320, fifth paragraph of the LISF, for the compliance of the regularization plan PRE320-H0711-000261-20230608, period that ran from June 9 to September 7, 2023, had elapsed, and since the identified institution did not restore the coverage of all its solvency parameters, this Commission granted it a period of ten days, for it to expose what was convenient for its rights and submit for the approval of this CNSF, the complementary actions that the institution already identified would adopt to restore the coverage of all its solvency parameters within a period that could not exceed thirty natural days, warned that once the periods established in the eighth and ninth paragraphs of article 320 of the LISF had elapsed, without that institution having restored the coverage of all its solvency parameters, in protection of the public interest, this Commission would initiate the process of revocation of the respective authorization to operate as an insurance institution, in terms of what is stated in article 334 of the LISF.
E) THE INSTITUTION PROPOSES COMPLEMENTARY ACTIONS TO RESTORE THE COVERAGE OF ALL ITS SOLVENCY PARAMETERS.
That by writing dated November 1, 2023, identified in fact 15 of the resolution contained in official letter 06-C00-22100-02946/2024, the General Director of Servicios Integrales de Salud Nova, S.A. de C.V., in attention to official letter 06-C00-22100-20163/2023, proposed various complementary actions that it would adopt in order to restore the shortage in the coverage of the investment base, as well as the coverage of the admissible equity funds necessary to back the solvency capital requirement.
F) THE COMMISSION DOES NOT APPROVE THE COMPLEMENTARY ACTIONS BECAUSE THEY ARE INADVISABLE TO RESTORE THE COVERAGE OF ALL ITS SOLVENCY PARAMETERS AND REQUIRES COMPLIANCE WITH THE ESTABLISHED ONES.
By official letter 06-C00-22100-24936/2023 dated November 16, 2023, signed by the DGSF and identified in fact 16 of the resolution contained in official letter 06-C00-22100-02946/2024, based on article 320, eighth paragraph of the LISF, and since the complementary actions that the institution already identified submitted for the consideration of this Commission for its approval by writing of November 1 identified in the previous subsection result inadvisable to restore the shortage in the coverage of the solvency parameters "coverage of the investment base" and in the "Admissible Equity Funds necessary to back the solvency capital requirement" in amounts of $287,617,720.11 (two hundred eighty-seven million six hundred seventeen thousand seven hundred twenty pesos, 11/100 M.N.), and $290,595,350.95 (two hundred ninety million five hundred ninety-five thousand three hundred fifty pesos, 95/100 M.N.), determined by this Commission on August 31, 2023 by official letter 06-C00-22100-17914/2023 identified in fact 11 of the resolution contained in official letter 06-C00-22100-02946/2024, described in subsection G) of Consideration First, this Commission did not approve the complementary actions proposed in the mentioned writing.
In official letter 06-C00-22100-24936/2023 of November 16, 2023, signed by the DGSF, it was required to the institution already identified that, within a period of thirty natural days, counted from the notification of that official letter in terms of the mentioned provision, it complied with the complementary actions consisting of:
Notwithstanding the above, it was indicated to the institution already identified that, regardless of the last financial and statutory information that this Commission had available at that moment to carry out its supervision functions, which corresponds to August 31, 2023, the shortages, in case, in the solvency parameters will be updated with the information that the institution already identified sent in subsequent periods, in accordance with chapter 38.1. of the Single Insurance and Bonds Circular, so that the capital contributions that the institution already identified made should be sufficient to re-establish the coverage of all its solvency parameters at the latest, at the end of the period of thirty natural days, from the day that that official letter was received on December 15, 2023.
Understanding that the presentation of the request would not oblige this Commission to authorize said statute reform.
Warned that, once the period of thirty natural days had elapsed, counted from the date of notification of the mentioned official letter, without the institution already identified complying with the complementary actions required by this Commission in the preceding paragraphs, identified with paragraphs 1 and 2 detailed in Consideration Fifth of said official letter 06-C00-22100-24936/2023, in protection of the public interest, it would initiate the process of revocation of the respective authorization to operate as an insurance institution, in terms of what is stated in article 334 of the LISF.
G) THE DGSF RESOLVES TO HAVE THE REGULARIZATION PLAN AND THE COMPLEMENTARY ACTIONS UNFULFILLED.
By resolution contained in official letter 06-C00-22100-02946/2024, identified in fact 3, it is noted that in the part that interests, it was pointed out that:
" ... Additionally, from the regularization plan identified with folio number PRE320- H0711-000262-20230608 ... and from the complementary actions to it, which were authorized in accordance with article 320 of the Law of Insurance and Bonds Institutions by this General Directorate, it is determined that Servicios Integrales de Salud Nova, S.A. de C.V., upon the expiration and conclusion of the periods indicated in article 320 of the Law of Insurance and Bonds Institutions, for the compliance of the regularization plan and for the compliance of the complementary actions, as of the date of the present, did not restore the coverage of all its solvency parameters.
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The foregoing, in virtue of the fact that in the systems of this National Commission for Insurance and Guarantees, there is no record whatsoever that Servicios Integrales de Salud Nova, S.A. de C.V. has made deliveries of the aforementioned Regulatory Report on Financial Statements (RR-7), in which it is evident that Servicios Integrales de Salud Nova, S.A. de C.V. has restored the coverage of all its solvency parameters; this is all the more so because the Regulatory Report on Financial Statements (RR-7) through which this General Directorate conducts its supervision and monitoring, in accordance with the aforementioned provisions, determines whether the company has sufficiency in its solvency parameters; the delivery of the Regulatory Report on Financial Statements (RR-7), in which the information is presented through which the coverage of statutory parameters is determined, constitutes an obligation for Servicios Integrales de Salud Nova, S.A. de C.V., in terms of Article 389 of the Law of Insurance and Guarantees Institutions, in relation to provisions 38.1.1 fraction I subsection g) and 38.1.8 of the Single Insurance and Guarantees Circular.
Likewise, with respect to the writing dated February 16, 2024, through which it responds to the request of letter number 06-C00-22100-02934/2024 dated February 13, 2024, regarding the compliance with complementary actions, and in which it states that it managed to concretize a capitalization for a value of $520,000,000.00 (five hundred twenty million pesos 00/100 M.N.), this Commission has no evidence that it has been carried out, since as of the date of this letter, no documentary evidence of such contributions has been sent, nor was any request found by Servicios Integrales de Salud Nova, S.A. de C.V. at the General Legal, Advisory and Intermediaries Directorate of the National Commission for Insurance and Guarantees for the approval of the modification to its corporate statutes by capital increase; therefore, the statement made by Servicios Integrales de Salud Nova, S.A. de C.V. in the writing dated February 16, 2024, is not sufficient to consider that the solvency of all its solvency parameters was restored.
In this regard, it should be noted that, in the event that Servicios Integrales de Salud Nova, S.A. de C.V. has that monetary contribution, that amount should have been formalized in accordance with the articles established in the Law of Insurance and Guarantees Institutions, for each coverage of its regulatory parameters, that is, for: the investment base, in accordance with what is stated in articles 231, 250 and 252; for the solvency capital requirement, in accordance with what is stated in article 232 of the Law of Insurance and Guarantees Institutions, information that in turn should have been reported in the Regulatory Report on Financial Statements (RR-7) that corresponds, within the deadlines and terms established in article 389 of the Law of Insurance and Guarantees Institutions, in relation to provisions 38.1.1 fraction I subsection g) and 38.1.8 of the Single Insurance and Guarantees Circular, demonstrating, if applicable, that with that monetary contribution it managed to restore the coverage of its solvency parameters, which has not been the case, since as of the date of this letter, the Regulatory Reports on Financial Statements (RR-7) delivered, it is not evident that it restored the coverage of all its solvency parameters.
For the foregoing, in accordance with Article 320, ninth paragraph, of the Law of Insurance and Guarantees Institutions, if thirty natural days have elapsed counted from the date on which the complementary actions were approved by this National Commission for Insurance and Guarantees, and Servicios Integrales de Salud Nova, S.A. de C.V. has not restored the coverage of all its solvency parameters to which it is obligated, the National Commission for Insurance and Guarantees, in protection of the public interest, will initiate the process of revocation of the authorization to operate as an insurance institution in terms of Article 334 of the Law of Insurance and Guarantees Institutions.
...
In this case, as it emerges from the CONSIDERING SECOND, THIRD AND FOURTH, Servicios Integrales de Salud Nova, S.A. de C.V. did not comply with the regularization plan identified with folio number PRE320-H0711-000261-20230608 (PRE three two zero, hyphen, H zero seven one one, hyphen, zero zero zero two six one, hyphen, two zero two three zero six zero eight) within the approved validity of the plan and having to carry out the complementary actions that were required, it was also omitted in its compliance, therefore in terms of Article 320, in its penultimate paragraph of the Law of Insurance and Guarantees Institutions, which literally states:
"If the deadlines referred to in the previous paragraph have elapsed and the coverage of all solvency parameters has not been restored, the Commission, in protection of the public interest, will initiate the process of revocation of the respective authorization to operate as an Insurance Institution or as a Guarantees Institution, in terms of what is stated in Article 334 of this Law. Independently of the foregoing, the Commission may order the adoption of one or more of the control measures referred to in Article 324 of this legislation, or proceed in accordance with what Article 325 of the present Law establishes."
For the above reason, it is appropriate to give notice to the General Contencious and Sanctions Directorate so that, based on articles 320 ninth paragraph; 332 and 334 of the Law of Insurance and Guarantees Institutions; 36 fraction V of the Internal Regulations of the National Commission for Insurance and Guarantees, if applicable, it initiates the procedure for revocation of the authorization granted to Servicios Integrales de Salud Nova, S.A. de C.V. to operate as an insurance institution, in protection of the public interest, without prejudice to the sanctions that may be applicable.
SIXTH.- The non-compliance by Servicios Integrales de Salud Nova, S.A. de C.V. to restore the solvency parameters that were the object of the regularization plan identified with folio number PRE320-H0711-000261-20230608 (PRE three two zero, hyphen, H zero seven one one, hyphen, zero zero zero two six one, hyphen, two zero two three zero six zero eight) and that were not attended through the complementary actions that the insurance institution had to execute, along with the shortfalls in the coverage of the solvency parameters that it presents and as long as it does not prove that it remedied them, shall be considered by the National Commission for Insurance and Guarantees to determine the control measures in terms of articles 320 ninth paragraph and 324 of the Law of Insurance and Guarantees Institutions, without prejudice to the actions that proceed within the revocation process to the effect that as long as it concludes, the public interest is not affected.
SEVENTH.- In accordance with what is stated in the CONSIDERING above, and since Servicios Integrales de Salud Nova, S.A. de C.V.:
1.- Did not prove that it remedied the shortfalls in its solvency parameters, which were determined on August 31, 2023 in the "coverage of the IB" for $287,617,720.11 (two hundred eighty-seven million six hundred seventeen thousand seven hundred twenty pesos, 11/100 M.N.), as well as a shortfall in the coverage of the "FPA necessary to back the SCR" for $290,595,350.95 (two hundred ninety million five hundred ninety-five thousand three hundred fifty pesos, 95/100 M.N.), as well as the shortfalls that, if any, had been generated after that date.
2.- Did not comply with the regularization plan identified with folio number PRE320-H0711-000261-20230608 (PRE three two zero, hyphen, H zero seven one one, hyphen, zero zero zero two six one, hyphen, two zero two three zero six zero eight), which expired on September 7, 2023.
3.- Did not comply with the complementary actions ordered through letter number 06-C00-22100-24936/2023, which expired on December 15, 2023 and which had the objective that Servicios Integrales de Salud Nova, S.A. de C.V. restore all its solvency parameters by that date...
As it emerges from the transcription above, in the resolution contained in letter 06-C00-22100-02946/2024, identified in resultando 3, the head of the DGSF exposed the grounds and reasons why the already identified institution did not prove that it had remedied the shortfalls in its solvency parameters and, therefore, did not comply with regularization plan number folio PRE320-H0711-000261-20230608 and with the complementary actions approved in that plan.
For the reasons exposed and founded on this Considerando, it is evident that the DGSF attended to the procedure established in Article 320 of the LISF.
SECOND. VALUATION OF EVIDENCE
In accordance with Article 479 of the LISF, the valuation of the evidence that were offered, admitted and discharged in this procedure, will be carried out in terms of what is established by the Federal Code of Civil Procedures (1) of supplementary application in accordance with the cited precept.
With respect to the digitized documents and simple copies that are in the file under the cited rubric, their valuation remains at the prudent discretion of this authority in accordance with what is provided by Article 217 of the Federal Code of Civil Procedures of supplementary application in terms of numeral 479 of the LISF.
A) Based on articles 332, 334 and 479 of the LISF, it proceeds to value the manifestations and evidence that were offered, admitted and discharged in this procedure, in order to pronounce on whether the facts or omissions pointed out in the summons letter 06-C00-42000-15339/2024 identified in resultando 4 have been remedied and to resolve on the procedence or improcedence of the revocation of the authorization of Servicios Integrales de Salud Nova, S.A. de C.V. to operate as a specialized health insurance institution.
B) Through resolution contained in letter 06-C00-22100-02946/2024, identified in subsection G) of the First Considerando, the head of the DGSF considered the regularization plan number folio PRE320-H0711-000261-20230608, as well as the complementary actions approved in that plan, to be non-compliant.
C) By letter 06-C00-42000-15339/2024 identified in Resultando 4, the institution mentioned above was summoned due to: "... not adequately maintaining the Investment Base covered, in the terms of articles 231, 250, and 252 of the LISF, as well as not having sufficient Admissible Equity to cover the solvency capital requirement, in terms of articles 241, 250 and 252 of the aforementioned Law ..." this, because once the deadlines established in Article 320 paragraphs eighth and ninth of the LISF for the compliance with the regularization plan and the complementary actions had elapsed, Servicios Integrales de Salud Nova, S.A. de C.V. did not prove that it had remedied the shortfalls in its solvency parameters and, therefore, through the resolution identified in the previous subsection, the non-compliance with the regularization plan number folio PRE320-H0711-000261-20230608 and of the complementary actions approved in that plan was determined.
D) Now, to remedy the facts or omissions pointed out in the summons letter 06-C00-42000-15339/2024 identified in resultando 4, Servicios Integrales de Salud Nova, S.A. de C.V. offered the documents and made the manifestations detailed below:
I. Servicios Integrales de Salud Nova, S.A. de C.V. in its writing dated June 5, 2024, identified in resultando 6, made manifestations and accompanied the documents named:
Documentary consisting of a simple copy of the "UNANIMOUS RESOLUTIONS ADOPTED BY THE SHAREHOLDERS OF SERVICIOS INTEGRALES DE SALUD NOVA, S.A. DE C.V ... MAY 28, 2024".
Documentary consisting of a simple copy of "Policy Prints from 05/Jun/2024 to 05/Jun/2024".
Documentary consisting of a simple copy of "Policy Prints from 05/Jun/2024 to 05/Jun/2024".
Documentary consisting of a simple copy of the "Format for sending the Regularization Plans".
Documentary consisting of a simple copy of the "UNANIMOUS RESOLUTIONS ADOPTED BY ALL MEMBERS OF THE BOARD OF DIRECTORS JUNE 7, 2023".
Documentary consisting of a simple copy of the "PUBLIC DEED NUMBER 4,345-FOUR THOUSAND THREE HUNDRED FORTY-FIVE".
II. Servicios Integrales de Salud Nova, S.A. de C.V. in its writing dated June 24, 2024, identified in resultando 8, made manifestations and accompanied the documents named:
Documentary consisting of a simple copy of "DEED 73707".
Documentary consisting of a simple copy of the "UNANIMOUS RESOLUTIONS ADOPTED BY THE SHAREHOLDERS OF SERVICIOS INTEGRALES DE SALUD NOVA, S.A. DE C.V ... OUTSIDE THE GENERAL SHAREHOLDERS MEETING ON OCTOBER 6, 2023 ...".
III. Servicios Integrales de Salud Nova, S.A. de C.V. in its writing dated June 26, 2024, identified in resultando 9, without having accompanied any documentary evidence.
IV. Servicios Integrales de Salud Nova, S.A. de C.V. in its writing dated July 9, 2024, identified in resultando 11, made manifestations and accompanied the documents named:
Documentary consisting of "BINDING MANDATE CONTRACT ..."
Documentary consisting of "NOTIFICATION OF: BINDING MANDATE CONTRACT ... CONFIRMATION OF INVESTMENT COMMITMENT ... CLOSING CONDITIONS ..."
V. Servicios Integrales de Salud Nova, S.A. de C.V. in its writing dated July 25, 2024, identified in resultando 13, made manifestations, without having accompanied any documentary evidence.
E) ANALYSIS OF THE MANIFESTATIONS AND EVIDENCE OFFERED BY SERVICIOS INTEGRALES DE SALUD NOVA, S.A. DE C.V.
F) I. WRITING OF JUNE 5, 2024
With respect to the writing dated June 5, 2024 identified in resultando 6, this only proves that the attorney-in-fact of Servicios Integrales de Salud Nova, S.A. de C.V. recognizes the non-compliance with regularization plan PRE320-H0711-000261-20230608 and to the complementary actions approved in that plan, as well as, that at that date it had not restored the coverage of the solvency parameters in the coverage of the investment base and in the admissible equity necessary to back the solvency capital requirement.
In that writing, the attorney-in-fact of Servicios Integrales de Salud Nova, S.A. de C.V. stated that it would adopt the 10 measures pointed out in that writing, that with the contributions mentioned in numerals 1 and 8 consisting of a contribution of 120 million pesos to the variable portion of the capital, capitalization of a portion of debt with service providers for an amount of 77 million pesos, and start of collection of inter-company balances for 130.1 million pesos, the solvency parameters would be restored, however, in the file there is no record that proves what is affirmed in that writing, in addition to the fact that in the cited writing the resolved in letter 06-C00-22100-02946/2024 identified in subsection G) of the First Considerando was not contested, therefore, it does not manage to disprove the non-compliance with the regularization plan number folio PRE320-H0711-000261-20230608 and of the complementary actions approved in that plan, as it is evident from the content of the referred writing which is reproduced below:
"In attention to your letter No. 06-C00-42000-15339/2024 dated May 16, 2024, and received by the institution on May 23, 2024 ...
Regarding this, we inform you in accordance with the points pointed out in the Regularization Plan PRE320-H0711-000261-20230608, the following actions have been taken:
To adequately maintain the solvency parameters of the institution, the following measures are taken:
Shareholder contribution to the variable portion of capital: Favorably cover the Solvency parameters (IB and FPA) with the following contributions: · $120 Million in June 2024. · Capitalization of a portion of debt with service providers (debt assumed and paid by ********* ** ****** ******* ** *** for an amount of $77 MMX. Attached is the Assembly Act and accounting policy.
Present the present plan to the Audit Committee: Done, a copy of the plan is attached with autograph signature of the President of the Audit Committee on June 8, 2023.
Approval of the Board of Directors of the present Plan: Attached is the RUCA of June 7, 2023
Presentation of the present Plan to the CNSF for its approval: Done
Application of improvements to corporate governance of Sisnova: Specialized firms are hired to reinforce the Actuarial, Integrated Risk Management and Internal Audit areas.
Reconfiguration of the Board of Directors See Note below this table
Start strengthening Committees Ok
Start collection of inter-company balances June 2024 the amount paid is $130.1 Millions
Monthly work sessions of the Board of Directors, monitoring of regulatory compliance The activity calendar and sessions will be shared.
Punctual follow-up to the closing of the financial audits 2021 and 2022. Concluded. Only 2021 has been presented, 2022 will be presented next month.
Information patrimonial of legal entity Notes:
The solvency parameters are restored with the contributions mentioned in subsections 1 and 8, substantially improving the Investment Base as well as the Admissible Equity.
New Board of Directors: Personal data: names
To comply with what is requested by this H. Commission, attached to the present writing is the information pointed out in the points of compliance of the Regularization Plan." (sic)
DOCUMENT 1)
With respect to the documentary identified in numeral 1, subsection D) number I above, consisting of digitization of the document named "UNANIMOUS RESOLUTIONS ADOPTED BY THE SHAREHOLDERS OF SERVICIOS INTEGRALES DE SALUD NOVA, S.A. DE C.V." dated May 28, 2024, it does not have the value that Servicios Integrales de Salud Nova, S.A. de C.V. intends, since to this document no value can be attributed in accordance with what is established in articles 101, 178 and 194 of the General Law of Commercial Societies of supplementary application in terms of numeral 48 of the LISF, since there is no record that the aforementioned "Resolutions" are contained in a Public Deed which is the Instrument that the Notary records in its protocol and authorizes with its signature and seal to make constate the or the legal acts contained therein(2), since as it is evident from its reading, it is a document that is not protocolized before a public notary and registered in the Public Registry of Commerce, even though in said document in numeral 7 it was established that to comply with those "resolutions adopted by the shareholders of the society" they had to appear before a public notary to protocolize the content of said document and register the first testimony of the corresponding public instrument in the Public Registry of Commerce to carry out all the acts that are necessary to comply with the unanimous resolutions.
In effect, no value can be attributed to the institution already identified in virtue of the fact that in the file there is no record that proves what is affirmed in said document 1), in addition to the fact that in said document the resolved in letter 06-C00-22100-02946/2024 identified in subsection G) of the First Considerando was not contested, therefore, it does not manage to disprove the non-compliance with the regularization plan number folio PRE320-H0711-000261-20230608 and of the complementary actions approved in that plan, as it is evident from the content of said document 1) which is reproduced below:
"RESOLUTIONS
Information patrimonial of legal entity
(Eight Hundred Million Nine Hundred Thousand Pesos 00/100 National Currency) with which the Society had previously; therefore, in sum, from this date the total social capital is $1'150'900,000.00 (One Thousand One Hundred Fifty Million Nine Hundred Thousand Pesos 00/100 National Currency).'
Also as a consequence of the foregoing, it is ordered to issue 3,500,000 (three million five hundred thousand) ordinary, nominative shares, with a nominal value of $100.00 M.N. (One Hundred Pesos 00/100 National Currency) each, to the effect of representing the increase in social capital in its variable portion.'
It is resolved that the increase referred to in the previous resolution three, be subscribed and paid in the following manner:
a) The amount of $120'000,000.00 M.N. (One Hundred Twenty Million Pesos 00/100 National Currency) through cash contribution by the shareholder ********* ** ****** ******* ** ***** , who obligates himself in this act to pay 1'200,000 shares of the 3,500,000 of the issued shares, no later than June 19, 2024.
Information patrimonial of legal entity
b) The amount of $76'959,000.00 M.N. (Seventy-Six Million Nine Hundred Fifty-Nine Thousand Pesos 00/100 National Currency) through the capitalization of the 'Reserve for Claims' account, which represents the payment of 769,590 shares of the 3,500,000 of the issued shares. The payment of the debt that represents the 'Reserve for Claims' account will be paid by ********* ** ****** ******* ** ***** so that the shares are subscribed by said legal entity.
Information patrimonial of legal entity
c) The amount of $153'041,000.00 M.N. (One Hundred Fifty-Three Million Forty Thousand Pesos 00/100 National Currency) through cash contribution by the shareholder ********* ** ******, ******* ** ***** , who obligates himself in this act to pay 1,530,410 shares of the 3,500,000 of the issued shares, no later than June 15, 2024.'
Information patrimonial of legal entity
Personal data: name
would correspond.'
SHAREHOLDER
SHARES
FIXED CAPITAL
SHARES
VARIABLE CAPITAL
Patrimonial information of legal entity
********* ** ******,
8,008,999
3,500,000
Personal data:
name and RFC
R.F.C.
1
0
SUBTOTAL
8,009,000
3,500,000
11'509,900
Personal data:
name
****** *****, so that, jointly or separately, (i) they appear before the Notary Public of their choice to notarize all or part of the content of this Minutes: (ii) if applicable, so that they themselves or by the person they designate register the First Testimony of the corresponding public instrument in the Public Registry of Commerce; and, (iii) to carry out all acts that are necessary to faithfully comply with the resolutions taken unanimously by all shareholders, issuing in their case, the certifications that this minutes might require." (sic).
DOCUMENT 2)
Regarding the private document identified with numeral 2, subsection D) number I above, consisting of the digitalization of the document named "Policy printout from 05/Jun/2024 to 05/Jun/2024" does not have the value that Servicios Integrales de Salud Nova, S.A. de C.V. intends, since this document cannot be given value in accordance with what is established in articles 93 fraction III, 133, 197 and 203 of the Federal Code of Civil Procedures of supplementary application in accordance with numeral 479 of the LISF, since in the file there is no record that the already identified institution has made the contribution of 120 million pesos to the capital of that society, since as already noted, in the writing of June 5 of 2024 identified in number I, subsection D) of this Consideration, the representative of the institution already identified, stated that he would adopt the 10 measures indicated in that writing, that with the contributions mentioned in numerals 1 and 8 consisting of contribution of 120 million pesos to the portion of the variable capital, capitalization of portion of debt with service providers for an amount of 77 million pesos, and start of collection of Inter-company balances for 130.1 million pesos would be restored the solvency parameters, however, in the file there is no record that accredits what is stated in said writing, in addition to the fact that in the cited writing it was not contested what was resolved in the letter 06-C00-22100-02946/2024 identified in subsection G) of the First Consideration, therefore it does not manage to disprove the non-compliance with the regularization plan number folio PRE320-H0711-000261- 20230608 and the complementary actions approved in that plan.
DOCUMENT 3)
As for the document identified with numeral 3, subsection D) number I above, consisting of the digitalization of the document named "Policy printout from 05/Jun/2024 to 05/Jun/2024" does not have the value that Servicios Integrales de Salud Nova, S.A. de C.V. intends, since this document cannot be given value in accordance with what is established in articles 93 fraction III, 133, 197 and 203 of the Federal Code of Civil Procedures of supplementary application in accordance with numeral 479 of the LISF, since in the file there is no record that the already identified institution has made the contribution of 76,959,000.00 (seventy-six million nine hundred fifty-nine thousand pesos 00/100 M.N.) to the capital of that society, since as already noted, in the writing of June 5 of 2024 identified in the number I, subsection D) of this Consideration, the representative of the institution already identified, stated that he would adopt the 10 measures indicated in that writing, that with the contributions mentioned in the numerals 1 and 8 consisting of contribution of 120 million pesos to the portion of the variable capital, capitalization of portion of debt with service providers for an amount of 77 million pesos, and start of collection of Inter-company balances for 130.1 million pesos would be restored the solvency parameters, however, in the file there is no record that accredits what is stated in said writing, in addition to the fact that in the cited writing it was not contested what was resolved in the letter 06-C00-22100- 02946/2024 identified in subsection G) of the First Consideration, therefore it does not manage to disprove the non-compliance with the regularization plan number folio PRE320-H0711-000261-20230608 and of the complementary actions approved in that plan.
DOCUMENT 4)
As for the document identified in numeral 4, subsection D) number I, consisting of the digitalization of the document named "Format for sending the Regularization Plans" dated June 8, 2023, this accredits that Servicios Integrales de Salud Nova, S.A. de C.V. presented on that date in the Regularization Plans and Self-Correction Programs System (SIPREP) the Regularization Plan folio PRE320-H0711-000261-20230608.
As appears in the revocation file cited above, the regularization plan folio PRE320-H0711- 000261-20230608 was approved by the Commission by letter 06-C00-22100-13526/2023 identified in subsection C) of the First Consideration, however, said document does not manage to disprove the non-compliance with the regularization plan number folio PRE320-H0711-000261-20230608 and of the complementary actions approved in that plan in accordance with what was resolved in the letter 06-C00-22100- 02946/2024 identified in subsection G) of the First Consideration.
DOCUMENT 5)
As for the document identified with numeral 5, subsection D) number I, consisting of the digitalization of the document named "RESOLUTIONS ADOPTED UNANIMOUSLY BY ALL MEMBERS OF THE BOARD OF DIRECTORS JUNE 7, 2023" does not have the value that Servicios Integrales de Salud Nova, S.A. de C.V. intends, since this document cannot be given value in accordance with what is established in articles 101, 178 and 194 of the General Law of Commercial Societies of supplementary application in terms of numeral 48 of the LISF, since there is no record that the mentioned "Resolutions" appear in a Public Deed which is the Instrument that the Notary records in his protocol and authorizes with his signature and seal to make constate the or the legal acts contained therein(3), since as is evident from its reading, it is a document that is not notarized before a public official and registered in the Public Registry of Commerce, even though in said document in numeral 4 it was established that to comply with those "resolutions adopted by the shareholders of the company" the shareholders had to appear before a public notary to notarize the content of said document and register the first testimony of the corresponding public instrument in the Public Registry of Commerce to carry out all acts that are necessary to comply with the unanimous resolutions.
Without losing sight of the fact that as appears in the revocation file cited above, the plan of regularization folio PRE320-H0711-000261-20230608 was approved by the Commission by letter 06- C00-22100-13526/2023 identified in subsection C) of the First Consideration, however, said document does not manage to disprove the non-compliance with the regularization plan number folio PRE320- H0711-000261-20230608 and of the complementary actions approved in that plan in accordance with what was resolved in the letter 06-C00-22100-02946/2024 identified in subsection G) of the First Consideration, as is evident from the content of the referred document 5) which is reproduced below:
"R E S O L U T I O N S
Personal data:
name
It is taken note of the appearance of the *** ******* *********** ******** ***** who presents to this Board of Directors the program and schedule of capitalization of the Company in order to rectify the shortcomings referred to in the aforementioned letter.'
It is taken note and approved in its terms the Regularization Plan presented by the General Director, C.P. Carlos García Garza, which is attached to this as Annex 2 , and the presentation of the same to the National Commission of Insurance and Sureties is authorized.'
Personal data:
names
****** ******* ** ****** so that, jointly or separately, (i) they appear before the Notary Public of their choice to notarize all or part of the content of this Minutes: (ii) if applicable, so that they themselves or by the person register the First Testimony of the corresponding public instrument in the Public Registry of Commerce; and, (iii) to carry out all acts that are necessary to faithfully comply with the resolutions taken by the present Assembly, issuing in their case, the certifications that this minutes might require."
Personal data:
name
DOCUMENT 6)
With the private document identified with numeral 6, subsection D) number I, consisting of the digitalization of the document named "PUBLIC DEED NUMBER 4,345-FOUR THOUSAND THREE HUNDRED FORTY-FIVE" it is stated that the ** ******* *********** ******** ***** appeared in his capacity as special delegate on behalf of Servicios Integrales de Salud Nova, S.A. de C.V. before a public notary in order to fully notarize the minutes of unanimous resolution adopted by the shareholders outside the general shareholders' meeting on May 28, 2024, in which in numeral 3 it was resolved the increase in capital to be subscribed and paid in the amount of $120,000,000.00 (one hundred twenty million pesos 00/100 M.N.) by cash contribution by the shareholder ********* ** ** ******* ** ***** who obligates himself to pay ... no later than June 18, 2024 and, the amount of $ 76,959,000.00 (seventy-six million nine hundred fifty-nine thousand pesos 00/100 M.N.) which will be paid ... no later than June 18, 2024, however, in the file there is no record that accredits what is stated in said "PUBLIC DEED", in addition to the fact that said document only proves that the representative of Servicios Integrales de Salud Nova, S.A. de C.V. acknowledges the non-compliance with the plan of regularization PRE320-H0711-000261-20230608 and the complementary actions approved in that plan, as well as, that on that date he had not restored the coverage of the solvency parameters in the coverage of the investment base and in the admissible own funds necessary to back up the solvency capital requirement. In effect, in document 6) it was not contested what was resolved in the letter 06-C00-22100-02946/2024 identified in subsection G) of the First Consideration, therefore it does not manage to disprove the non-compliance with the regularization plan number folio PRE320-H0711-000261- 20230608 and of the complementary actions approved in that plan.
Personal information of legal entity
The foregoing is corroborated, since even the representative of Servicios Integrales de Salud Nova, S.A. de C.V. expressly recognizes in the writing of July 9, 2024 that: " ... The contribution indicated in the points above will be made once the process is completed before the competent authorities regarding the verification of the origin of the resources. The date established for compliance will be no later than July 24, 2024 ... "
Statements made in the writing received on July 9, 2024 at this Commission and identified in the resultando 11 that constitute express confession, admissible in this procedure with full probative value, in accordance with what is provided in articles 199 and 200 of the Federal Code of Civil Procedures, of supplementary application to the LISF in terms of its article 479, since from them it is evident that Servicios Integrales de Salud Nova, S.A. de C.V. recognizes that said contributions were not made to the capital of that Institution.
Likewise, in the writing dated July 25 identified in resultando 13, the representative of Servicios Integrales de Salud Nova, S.A. de C.V. expressly recognizes that: " ... The documentary evidence requested has not been collected to the previously established date, July 24, 2024, due to, delays in the receipt of the funds required to cover the obligations indicated caused by:
Extraordinary delays due to changes in the processes of the Mexican banking system related to Anti-Money Laundering (AML) and Counter-Terrorist Financing procedures, the last change to this law occurred on July 9, 2024, which caused additional information requests and reprocessing related to the origin of the funds and knowledge of the different participants in the operation.
Personal problems of the shareholder leading the capitalization process . We were informed that the funds will be contributed next August 15, to comply with the delivery of the documentation requested by this Commission. " (sic)
Statements made in the writing received on July 25, 2024 at this Commission that constitute express confession, admissible in this procedure with full probative value, in accordance with what is provided in articles 199 and 200 of the Federal Code of Civil Procedures, of supplementary application to the LISF in terms of its article 479, since from them it is evident that Servicios Integrales de Salud Nova, S.A. de C.V. recognizes that said contributions were not made to the capital of that Institution.
G) In the writing dated June 24, 2024 identified in resultando 8, the General Director of Servicios Integrales de Salud Nova, S.A. de C.V. manifested substantially the following:
Personal data:
name
"In order to comply with what is requested by this Honorable Commission, attached to the present copy of the Testimony corresponding to Deed 73707 dated June 3, 2015, registered in BOOK 2599. Of the year 2015, this deed should be found in the files of the CNSF. To date this power has not been revoked. In addition, a copy of the Unanimous Resolutions Adopted by the Shareholders (RUA) dated October 6, 2023 is included where the ************************* President of the Board of Directors is named.
The response corresponding to the Second Agreement will be sent as soon as possible." (sic).
From the analysis of the manifestations previously reproduced, it is evident that in compliance with the agreement of date June 10, 2024 the "PUBLIC DEED NUMBER 4,345-FOUR THOUSAND THREE HUNDRED FORTY-FIVE" and copy of the "UNANIMOUS RESOLUTIONS ADOPTED BY THE SHAREHOLDERS OF SERVICIOS INTEGRALES DE SALUD NOVA, S.A. DE C.V ... OUTSIDE THE GENERAL SHAREHOLDERS' MEETING ON OCTOBER 6, 2023 ... " were attached, so that by order of June 27, 2024 the personality of Mr. Carlos García Garza as General Director of Servicios Integrales de Salud Nova, S.A. de C.V. was recognized.
Personal data:
name
DOCUMENT 7)
With the private document identified with numeral 7, subsection D) number II, consisting of simple copy of the "DEED 73707" it is accredited that the ** ******* ********* ******** ***** is representative of Servicios Integrales de Salud Nova, S.A. de C.V., personality that was recognized by agreement of June 27 of 2024.
DOCUMENT 8)
With the private document identified with numeral 8, subsection D) number II, consisting of simple copy of the "UNANIMOUS RESOLUTIONS ADOPTED BY THE SHAREHOLDERS OF SERVICIOS INTEGRALES DE SALUD NOVA, S.A. DE C.V ... OUTSIDE THE GENERAL SHAREHOLDERS' MEETING ON OCTOBER 6, 2023 ... " does not have the value that Servicios Integrales de Salud Nova, S.A. de C.V. intends, since this document cannot be given value in accordance with what is established in the articles 101, 178 and 194 of the General Law of Commercial Societies of supplementary application in terms of numeral 48 of the LISF, since there is no record that the mentioned "Resolutions" appear in a Public Deed which is the Instrument that the Notary records in his protocol and authorizes with his signature and seal to make constate the or the legal acts contained therein(4), since as is evident from its reading, it is a document that is not notarized before a public official and registered in the Public Registry of Commerce, even though in said document in numeral 10 it was established that to comply with those "resolutions adopted by the shareholders of the company" they had to appear before a public notary to notarize the content of said document and register the first testimony of the corresponding public instrument in the Public Registry of Commerce to carry out all acts that are necessary to comply with the unanimous resolutions.
In effect, it cannot be given the value that the already identified institution intends by virtue of the fact that in the file there is no record that accredits what is stated in said document 8), in addition to the fact that in said document it was not contested what was resolved in the letter 06-C00-22100-02946/2024 identified in subsection G) of the First Consideration, therefore it does not manage to disprove the non-compliance with the regularization plan number folio PRE320-H0711-000261-20230608 and of the complementary actions approved in that plan, as is evident from the content of the referred document 1) which is reproduced below:
Personal data:
names
" R E S O L U T I O N S
It is taken note of the RESIGNATION presented by Mr. ****** ****** ***** to his position as president of the Board of Directors of the Company, which is added as Annex 1 ' to the present minutes and is considered transcribed as if inserted verbatim. All and each of the acts carried out during his management are approved and ratified on behalf of the Company and in the exercise of his position, as well as in the exercise of the powers granted in his favor and they are released from any responsibility in which they might have incurred. '
It is taken note of the APPOINTMENT of Mr. ******* *********** ******** ***** as President of the Board of Directors, who being present accepts his appointment. '
Personal data:
name
Personal data:
names
Personal data:
name
Personal data:
names
Personal data:
names
Personal data:
names
Holder
Position
Substitute
Personal data:
names
Councilor
President
(VACANT)
Councilor
Personal data:
names
(VACANT)
Councilor
(VACANT)
(VACANT)
Independent Councilor
Personal data:
names
Councilor
Independent
(VACANT)
NON-MEMBER SECRETARY OF THE BOARD OF ADMINISTRATION
Holder
Substitute
(VACANT)
(VACANT)
Personal data:
name
Personal data:
names
*********************************************** *********** for them, jointly or separately, to (i) appear before the Notary Public of their choice to protocolize all or part of the content of this Minutes: (ii) if applicable, for them to register the First Testimony of the corresponding public instrument in the Public Registry of Commerce; and, (iii) to carry out all acts necessary to faithfully comply with the resolutions taken unanimously by all shareholders, issuing, if necessary, the certifications required from this minutes. '"
H) In the writing dated June 26, 2024, identified in the operative clause 9, the General Director of Servicios Integrales de Salud Nova, S.A. de C.V. essentially stated the following:
Personal data:
names
"Under the provisions of Article 9 of the Law of Insurance and Surety Institutions and Title 38, Chapter 38.1.8 of the Single Insurance and Surety Circular, through this present request we ask that a FIVE BUSINESS DAY extension be granted for the delivery of the response to the summons contained in letter No. 06-C00-42000-21075/2024, said response is due on June 27, 2024. This request is due to the impact we suffered from the interruption of operations ordered by the state authority for more than two days, starting on June 19 until June 21, affecting the available resources to carry out the company's functions, since due to the meteorological contingency caused by Tropical Storm 'Alberto', a fact known by all, said interruption of operations was directed to all activities, labor, school, banking, notarial, public transport, closure of roadways, power outages, internet service failures (the last two continue with intermittent interruptions), etc.. Due to the above and the extent of the response and documentation that must be attached, this extension is requested.
With reference to the writing sent on June 5, 2024 signed by the *************************** in response to the Summons to administrative revocation procedure and is forwarded ' with letter No. 06-C00-42000-15339/2024. Without prejudice to accrediting the personality of the ************************** and without prejudice to accrediting the clarifications made by the same, the intention of this communication is to ratify the content of the writing sent on June 5, 2024, in response to the Summons to administrative revocation procedure and is forwarded with letter No. 06-C00-42000-15339/2024. " (sic).
From the analysis of the aforementioned manifestations, it is evident that in attention to the summons letter, an extension of 5 business days was requested for the response to the summons due to Tropical Storm "Alberto", as well as the content of the writing of June 5, 2024 was ratified, therefore through an order of June 27, 2024, the requested extension was granted and the content of the writing dated June 5, 2024 was considered ratified and the manifestations made.
I) The writing dated July 9, 2024, identified in operative clause 11, only proves that the attorney-in-fact of Servicios Integrales de Salud Nova, S.A. de C.V. acknowledges non-compliance with regularization plan PRE320-H0711-000261-20230608 and the complementary actions approved in that plan, as well as, that as of that date, the coverage of solvency parameters in the coverage of the investment base and in the admissible own funds necessary to back the solvency capital requirement had not been restored.
Financial information of legal entity
Furthermore, it stated that a contribution by the shareholders to the variable portion of the social capital of the institution of one hundred twenty million pesos would be made, as well as that the debt would be capitalized for seventy-six million nine hundred fifty-nine thousand nine hundred ninety-nine pesos, that said contributions to the variable portion of the capital would not imply modification to the statutes, that the collection of balances owed by subsidiary companies includes the payment of ***************************** of unsecured loans for forty-two million four hundred sixty-one thousand one hundred eleven pesos, advances granted for forty-four million nine hundred seventy-seven thousand two hundred four pesos, ************************************* for various debtors for thirty-two million three hundred eighty-three thousand five hundred twenty-nine pesos, advances granted for eleven million four hundred twenty thousand seven hundred seventeen pesos, totaling the amount of one hundred thirty-one million two hundred forty-two thousand five hundred sixty-two pesos, stating that it accompanied the bank receipts and that said contributions were backed by the binding mandate contract dated April 12, 2024, expressly recognizing that the aforementioned contributions would be concretized once the process before the authorities regarding the verification of the origin of resources was finished and that the date established for compliance would be no later than July 24, 2024, however, it did not accompany the bank receipts it alleges, in addition to the fact that there is no record in the file that proves what is affirmed in said writing, and that in the cited writing, what was resolved in letter 06-C00-22100-02946/2024 identified in subsection G) of the First Consideration was not contested, therefore, it fails to disprove the non-compliance with regularization plan number folio PRE320-H0711- 000261-20230608 and the complementary actions approved in that plan, as is evident from the content of the referred writing which is reproduced below:
" In response to the SECOND AGREEMENT, in which it refers to: The insurance institution Servicios Integrales de Salud Nova, S.A. de C.V. is summoned for the possible adequacy of its conduct to the grounds for revocation contemplated in article 332, first paragraph, section II, and 334 of the Law of Insurance and Surety Institutions, for not adequately covering the Investment Base, in terms of articles 231, 250 and 252 of the LISF, as well as not having sufficient Admissible Own Funds to cover the solvency capital requirement, in terms of articles 241, 250 and 252 of the aforementioned Law, ...... . '
a. Contribution of $120,000,000 /One Hundred Twenty Million Pesos.
Financial information of legal entity
b. Capitalization of debt with medical service providers (debt assumed and paid by ********* ** ********** ** ***** with an amount of $76,959,999 (Seventy-six million nine hundred fifty-nine thousand nine hundred ninety-nine pesos
NOTE: Since these are contributions to the Variable Portion of the Social Capital, it does not imply modification to the Social Statutes of the Institution.
a. **************************
Financial information of legal entity
i. Unsecured loans, as well as accrued interest to date $42,461,111.10.
ii. Advances granted: $44,977,204.69
b. *******************************
i. Various debtors for: $32,383,529.58
ii. Advances granted: $11,420,717.36;
Totaling $131,242,562.73, bank receipts of payments received to date of this communication are attached.
The aforementioned operations total $328,202,561, covering with sufficiency the requirement contained in regularization plan PRE320-H0711-000261-20230608 origin of these processes.
The Variable Capital movements and the payments to be received from the subsidiary companies are backed by the following documents:
On April 12 (twelve), 2024, the BINDING MANDATE CONTRACT is signed and formalized for the capital contribution OBJECT of the Contract: The object of the BINDING MANDATE CONTRACT according to its clauses state, among other things, the contribution through subscription agreement of shares of EFS and/or IES so that IES through capital contribution to SERVICIOS INTEGRALES DE SALUD NOVA, S.A. DE C.V. with the purpose of remedying the solvency parameters and having working capital for its operation '.
On June 18, 2024, the following is formalized:
a. Ratification and Notification of the commitment for capital contribution to IES and its subsidiaries.
b. Closing Conditions.
DOCUMENT 9)
With respect to the documentary identified with numeral 9, subsection D) number IV above, consisting of the " BINDING MANDATE CONTRACT ... " dated April 12, 2024, it only proves that the attorney-in-fact of Servicios Integrales de Salud Nova, S.A. de C.V. acknowledges non-compliance with regularization plan PRE320-H0711-000261-20230608 and the complementary actions approved in that plan, as well as, that as of that date, the coverage of solvency parameters in the coverage of the investment base and in the admissible own funds necessary to back the solvency capital requirement had not been restored.
Financial information of legal entity
Document 9) does not have the value that Servicios Integrales de Salud Nova, S.A. de C.V. intends, since the object of said contract was to grant a mandate so that the agent celebrated an investment contract with capital contribution in *********************** de C.V. for three hundred fifty million pesos so that said capital contribution would be destined to form part of the social capital of ****** ** ******, ******* ** *** notwithstanding, in the file there is no record that proves what is affirmed in said document 9), therefore, said contributions are not accredited, in addition to the fact that in the cited document, what was resolved in letter 06-C00-22100-02946/2024 identified in subsection G) of the First Consideration was not contested, therefore, it fails to disprove the non-compliance with regularization plan number folio PRE320-H0711-000261-20230608 and the complementary actions approved in that plan.
DOCUMENT 10)
With respect to the documentary identified with numeral 10, subsection D) number IV, consisting of the " NOTIFICATION OF: BINDING MANDATE CONTRACT ... CONFIRMATION OF INVESTMENT COMMITMENT ... CLOSING CONDITIONS ... " this only proves that the attorney-in-fact of Servicios Integrales de Salud Nova, S.A. de C.V. acknowledges non-compliance with regularization plan PRE320- H0711-000261-20230608 and the complementary actions approved in that plan, as well as, that as of that date, the coverage of solvency parameters in the coverage of the investment base and in the admissible own funds necessary to back the solvency capital requirement had not been restored.
This is corroborated, because in the Binding Mandate Contract, it stated that it confirmed the investment commitment for capital contribution and closing conditions, for which it informed that the review was finished in accordance with the mentioned agreement, for which it instructed to comply with what was agreed in clauses first to fourth of the aforementioned mandate, as well as to carry out what relates to the closing conditions conditioned to the fulfillment of satisfactory conditions for the agent, among which are:
" 1. The conclusion of the due diligence process of EFS and/or IES with its notification to the Council (DONE).
Capitalization of debt with suppliers, amount of $76,959,999 (Seventy-six million nine hundred fifty-nine thousand nine hundred ninety-nine pesos), in the process of protocolization.
Namely, the Closing documentation consists of two main documents:
i) The IES RCU that agrees on the issuance of the new Shares of the corresponding series; and,
ii) RCU that confirms the amount corresponding to the Shares to be issued and the integration of total capital in IES, including the Shares to be issued.
(sic).
Arguing that the required amounts would be made in the agent's account, however, said contributions were not made since as expressly recognized in the writing dated July 25, 2024, identified in operative clause 13, Servicios Integrales de Salud Nova, S.A. de C.V. stated that:
" ... The documentary evidence requested has not been collected by the previously established date, July 24, 2024, due to, extraordinary delays in the receipt of the funds required to cover the obligations indicated caused by:
Extraordinary delays due to changes in the processes of the Mexican banking system related to Anti-Money Laundering (AML) and Countering the Financing of Terrorism procedures, the last change to this law occurred on July 9, 2024, which caused additional information requirements and reprocessing related to the origin of the funds and knowledge of the different participants in the operation.
Personal problems of the shareholder leading the capitalization process.
We were informed that the funds will be contributed next August 15, to comply with the delivery of the documentation requested by this Commission. " (sic) ... "
Manifestations made in the writing received on July 25, 2024 at this Commission identified in operative clause 13, which constitute express confession, admissible in this procedure with full probative value, in accordance with the provisions of articles 199 and 200 of the Federal Code of Civil Procedures, applicable suppletively to the Law of Insurance and Surety Institutions in terms of its article 479, since from them it is evident that Servicios Integrales de Salud Nova, S.A. de C.V. recognizes that said contributions to the capital of that Institution were not made, as well as did not contest what was resolved in letter 06-C00-22100-02946/2024 identified in subsection G) of the First Consideration, therefore, it fails to disprove the non-compliance with regularization plan number folio PRE320-H0711-000261-20230608 and the complementary actions approved in that plan.
J) The writing dated July 25, 2024, identified in operative clause 13, Servicios Integrales de Salud Nova, S.A. de C.V. only proves that the attorney-in-fact of Servicios Integrales de Salud Nova, S.A. de C.V. acknowledges non-compliance with regularization plan PRE320-H0711-000261-20230608 and the complementary actions approved in that plan, as well as, that as of that date, the coverage of solvency parameters in the coverage of the investment base and in the admissible own funds necessary to back the solvency capital requirement had not been restored.
Financial information of legal entity
In that writing, the attorney-in-fact of Servicios Integrales de Salud Nova, S.A. de C.V., stated that a contribution by the shareholders to the variable portion of the social capital of the institution of one hundred twenty million pesos would be made, as well as that the debt would be capitalized for seventy-six million nine hundred fifty-nine thousand pesos, that said contributions to the variable portion of the capital would not imply modification to the statutes, that the collection of balances owed by subsidiary companies includes the payment ****************************** of unsecured loans for forty-two million four hundred sixty-one thousand one hundred eleven pesos, advances granted for forty-four million nine hundred seventy-seven thousand two hundred four pesos, ************************************* for various debtors for thirty-two million three hundred eighty-three thousand five hundred twenty-nine pesos, advances granted for eleven million four hundred twenty thousand seven hundred seventeen pesos, totaling the amount of one hundred thirty-one million two hundred forty-two thousand five hundred sixty-two pesos, stating that the documentary evidence requested had not been collected by the date established due to delays in the receipt of funds required to cover the obligations indicated, due to extraordinary delays due to changes in the processes of the Mexican banking system related to anti-money laundering procedures, which caused additional information requirements and reprocessing related to the origin of the funds and knowledge of the different funds and different participants in the operation, personal problems of the shareholder leading the capitalization process, in addition to the fact that they were informed that the funds would be contributed next August 15 of that year to comply with the delivery of the documentation requested by the Commission, however, it did not accompany any documentation to prove its statement, as well as there is no record in the file that proves what is affirmed in said writing, in addition to the fact that it did not contest what was resolved in letter 06-C00- 22100-02946/2024 identified in subsection G) of the First Consideration, therefore, it fails to disprove the non-compliance with regularization plan number folio PRE320-H0711-000261-20230608 and the complementary actions approved in that plan.
For the reasons stated and based on the First and Second Considerations of this resolution, it is reasonable to conclude that, in accordance with the information available to this Commission, concatenated with the fact that Servicios Integrales de Salud Nova, S.A. de C.V. did not provide elements and proof to disprove the ground for revocation for which it was summoned, which leads this Commission to the conviction that the ground for revocation for which Servicios Integrales de Salud Nova, S.A. de C.V. was summoned has been fulfilled, established in article 332, section II, of the Law of Insurance and Surety Institutions consisting of not maintaining the Investment Base covered in terms of articles 231, 250 and 252 of the LISF, as well as not having sufficient Admissible Own Funds to cover the solvency capital requirement in terms of articles 241, 250 and 252 of the LISF, consequently, IT IS PROPER TO REVOKE THE AUTHORIZATION TO ORGANIZE AND OPERATE AS A SPECIALIZED HEALTH INSURANCE INSTITUTION OF SERVICIOS INTEGRALES DE SALUD NOVA, S.A. DE C.V.
K) The Board of Directors of the National Commission of Insurance and Bonds in its Session 246 of June 10, 2025 and after favorable opinion of its Sanctions Committee, agreed as follows:
AGREEMENT
Under the provisions of articles 369, sections II and VII of the Law of Insurance and Surety Institutions, it is the competence of the Board of Directors to know the present matter.
SOLE: Declare the revocation of the authorization granted by the federal government through the Ministry of Finance and Public Credit to Servicios Integrales de Salud Nova, S.A. de C.V. to operate as a specialized health insurance institution.
For the reasons stated and founded, it is to be resolved and it;
RESOLVES:
FIRST.- In terms of what is provided by articles 1, 2, section I, 17, 26, section VI and 31, section VIII, of the Organic Law of the Federal Public Administration; 4, section G, section III, 48 and 49 of the Internal Regulations of the Ministry of Finance and Public Credit; 1, 332, section II, 334, 366, first and second paragraphs, and sections VIII, and XXXIX, 367, first paragraph and sections I and II, 369, first paragraph, sections II and XXVII, 370, 372 sections XXXIX and XLI of the current Law of Insurance and Surety Institutions; in relation to the eighth transitory provision of the LISF; 1, 2, 3, 4, first paragraph, section II, 9 and 36 section V of the Internal Regulations of the National Commission of Insurance and Bonds, published in the Official Journal of the Federation on June 3, 2015, the Board of Directors of the National Commission of Insurance and Bonds, is competent to authorize the constitution and operation of insurance institutions, as well as to revoke said authorizations, the President is authorized to execute and give timely compliance to the agreements of the Board of Directors and the head of the DGJCS is authorized to process for approval of the Board of Directors of the Commission the revocation of the authorization of the institutions.
SECOND.- For the reasons stated in the First and Second Considerations of this resolution, it is established that Servicios Integrales de Salud Nova, S.A. de C.V. did not comply with regularization plan number folio PRE320-H0711-000261-20230608 and the complementary actions approved in that plan, therefore, the provision provided for in article 332, section II, of the Law of Insurance and Surety Institutions is fulfilled; consequently, IT IS PROPER TO REVOKE THE AUTHORIZATION TO ORGANIZE AND OPERATE AS A SPECIALIZED HEALTH INSURANCE INSTITUTION OF SERVICIOS INTEGRALES DE SALUD NOVA, S.A. DE C.V.
THIRD.- Under the provisions of articles 334 and 459 of the Law of Insurance and Surety Institutions, notify this resolution to Servicios Integrales de Salud Nova, S.A. de C.V.
FOURTH.- Under the provisions of article 334, fourth paragraph, of the Law of Insurance and Surety Institutions, publish this resolution in the Official Journal of the Federation and in two newspapers of wide circulation in the country and register this resolution in the Registry and Cadastral Institute of the State of Nuevo León corresponding to the social domicile of Servicios Integrales de Salud Nova, S.A. de C.V.
FIFTH.- Under the provisions of article 334, fourth paragraph, of the Law of Insurance and Surety Institutions, the declaration of revocation incapacitates the insurance institution Servicios Integrales de Salud Nova, S.A. de C.V. from granting any insurance, from the date the revocation is notified; and puts the society in a state of administrative dissolution and liquidation, without the need for an agreement of the shareholders' assembly.
Thus resolved the Board of Directors of the National Commission of Insurance and Bonds, based on articles 1, 2, section I, 17, 26, section VI and 31, section VIII, of the Organic Law of the Federal Public Administration; 4, section G, section III, 48 and 49 of the Internal Regulations of the Ministry of Finance and Public Credit; 1, 332, section II, 334, 366, first and second paragraphs, and sections VIII, and XXXIX, 367, first paragraph and sections I and II, 369, first paragraph, sections II and XXVII, 370, 372 sections XXXIX and XLI of the current Law of Insurance and Surety Institutions; in relation to the transitory
Eighth Transitory Provision of the Insurance and Bonds Industry Law; Articles 1, 2, 3, 4, first paragraph, fraction II, and 9 of the Internal Regulations of the National Commission of Insurance and Bonds, published in the Official Gazette of the Federation on June 3, 2015, in a session held on June 10, 2025, by unanimous vote of its members.
Respectfully.
Mexico City, June 10, 2025. - The President of the National Commission of Insurance and Bonds, Ricardo Ernesto Ochoa Rodriguez. - Signature.
1
Digital Registry: 253518 Subject: ADMINISTRATIVE PROCEDURES. EVIDENCE. SUPPLEMENTARY APPLICATION OF THE FEDERAL CIVIL PROCEDURAL CODE.
2
LAW OF THE NOTARIAT OF THE STATE OF NUEVO LEÓN
Article 104.- Public Deed is the Instrument that the Notary records in their protocol and authorizes with their signature and seal to make const the legal act or acts contained therein.
3
LAW OF THE NOTARIAT OF THE STATE OF NUEVO LEÓN
Article 104.- Public Deed is the Instrument that the Notary records in their protocol and authorizes with their signature and seal to make const the legal act or acts contained therein.
4
LAW OF THE NOTARIAT OF THE STATE OF NUEVO LEÓN
Article 104.- Public Deed is the Instrument that the Notary records in their protocol and authorizes with their signature and seal to make const the legal act or acts contained therein.
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