Under the Foreign Investment Law, an authorisation from the Foreign Investment Commission is needed for foreign investors to participate, directly or indirectly, in a percentage higher than 49% of the capital stock of companies in several specific sectors of the economy (e.g. port services, high-seas maritime transportation, airport operation, education services, legal services and rail transport services). A favourable prior resolution from the Foreign Investment Commission is also required for foreign investors to acquire a higher percentage than 49% of the equity capital of Mexican companies when the aggregated value of the assets of such companies at the time of the application exceed the amount of MXN 20,184,671,346.26 (approximately USD 1 billion) [value applied until June 2022; since then: MXN22,647,201,.250.50 (approx. USD 1.13 billion)]. The criteria for authorisation by the Foreign Investment Commission include the impact on employment and the training of employees; the technological contribution; compliance with environmental regulations; and the general contribution to improve the competitiveness of the Mexican industry. The Commission may also prohibit a foreign investment on the grounds of national security. Additionally, foreign companies must obtain an authorisation from the Ministry of Economy to establish themselves in Mexico and perform commercial activities in the country. Foreign legal entities from certain countries with whom Mexico has entered into a free trade agreement with investment chapter, or who are incorporated under the laws of the Members of the World Trade Organization and intent to provide a service in the Mexican Republic, are exempted from this authorisation requirement.
"ARTICLE 2.- For the purposes of this Law, it shall be understood as: [...]
II.- Foreign investment:
a) The participation of foreign investors, in any proportion, in the capital stock of Mexican companies;
b) That carried out by Mexican companies with a majority of foreign capital; and
c) The participation of foreign investors in the activities and acts contemplated by this Law.
III.- Foreign investor: to the natural or legal person of a nationality other than Mexican and foreign entities without legal personality;
[...]
ARTICLE 3.- For the purposes of this Law, that made by foreigners in the country with the condition of Permanent Resident stay is equated to Mexican investment, except for that carried out in the activities contemplated in Titles One and Two of this Law.
ARTICLE 4.- Foreign investment may participate in any proportion in the capital stock of Mexican companies, acquire fixed assets, enter new fields of economic activity or manufacture new product lines, open and operate establishments, and expand or relocate existing ones, except for the provisions of this Law.
The rules on the participation of foreign investment in the activities of the financial sector contemplated in this Law shall be applied without prejudice to what is established in the specific laws for those activities.
For purposes of determining the percentage of foreign investment in economic activities subject to maximum participation limits, foreign indirect investment will not be counted, is carried out in such activities through Mexican companies with a majority of Mexican capital, provided that the latter are not controlled by foreign investment.
[...]
ARTICLE 8.- A favorable resolution of the Commission is required for foreign investment to participate in a percentage greater than 49% in the economic activities and companies mentioned below:
I.- Port services to vessels to carry out their inland navigation operations, such as towing, rope mooring and launching;
II.- Shipping companies dedicated to the exploitation of vessels exclusively in high-altitude traffic;
III.- Concessionary or permitting companies for public service aerodromes;
IV.- Private services of preschool, primary, secondary, upper secondary, higher and combined education;
V.- Legal services;
VI. Is repealed
VII. Is repealed
VIII. Is repealed
IX.- It is repealed
X. (To be repealed.)
XI. (It is repealed.)
XII.- Construction, operation and exploitation of railways that are a general means of communication, and provision of the public rail transport service.
ARTICLE 9.- A favorable resolution of the Commission is required so that in Mexican companies where foreign investment intends to participate, directly or indirectly, in a proportion greater than 49% of its capital stock, only when the total value of assets of the companies In question, at the time of submitting the acquisition request, the amount determined annually by the Commission itself is exceeded.
[...]
ARTICLE 17.- Without prejudice to what is established in the international treaties and conventions to which Mexico is a party, the following must obtain authorization from the Secretariat:
I.- Foreign legal entities who habitually intend to carry out commercial acts in the Republic, and
II.- The persons referred to in article 2,736 of the Civil Code for the Federal District in common matters, and for the entire Republic in federal matters, who intend to establish themselves in the Republic and who are not regulated by laws other than said Code.
ARTICLE 17 A.- The authorization referred to in the previous article will be granted when the following requirements are met:
a) That said persons verify that they are constituted in accordance with the laws of their country;
b) That the social contract and other constitutive documents of said persons are not contrary to the public order precepts established in Mexican law, and
c) In the case of the persons referred to in section I of the preceding article, who are established in the Republic or have an agency or branch in it; or, in the case of the persons referred to in section II of the previous article, who have a representative domiciled in the place where they are going to operate, authorized to respond to the obligations they contract.
Any request that meets the aforementioned requirements must be granted within fifteen business days following the date of submission. Once said period has concluded without a resolution being issued, it shall be deemed approved.
The Secretariat shall send the Secretariat of Foreign Relations a copy of the requests and authorizations granted based on this article.
[...]
ARTICLE 29.- To evaluate the requests submitted for its consideration, the Commission will meet the following criteria:
I.- The impact on the employment and training of workers;
II.- The technological contribution;
III.- Compliance with the provisions on environmental matters contained in the ecological regulations that govern the matter; and
IV.- In general, the contribution to increase the competitiveness of the country's production plant.
The Commission, when deciding on the origin of an application, may only impose requirements that do not distort international trade.
ARTICLE 30.- For reasons of national security, the Commission may prevent acquisitions by foreign investment.[...]" (Foreign Investment Law (27 December 1993), last amended on 15 June 2018, Articles 2, 3, 4, 8, 9, 17, 17A, 29 and 30 [google translation])
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"UNIQUE. For the purposes of the provisions of article 9. of the Foreign Investment Law, the National Foreign Investment Commission has determined the total value of the assets of the Mexican companies in question as $ 20,184,671,346.26 pesos (twenty thousand one hundred eighty-four million six hundred seventy-one thousand three hundred forty-six pesos and twenty-six cents)[amount applied until June 2022. Since then, the applied total value of the assets is $22,647,201,250.50 (twenty-two thousand six hundred and forty- seven million two hundred one thousand two hundred and fifty pesos and fifty cents MN) as per the Fourth General Resolution][...]" (Third General Resolution determining the amount of the total value of the assets referred to in article 9 of the Foreign Investment Law (7 May 2020), First and unique article [abrogated by Fourth General Resolution determining the amount of the total value of the assets referred to in article 9. of the Foreign Investment Law (6 June 2022)] [google translation]
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"FIRST .- Foreign legal entities incorporated under the laws of the United States, Canada, Republic of Chile, Republic of Costa Rica, Republic of Colombia, Republic of Nicaragua, Republic of El Salvador, Republic of Guatemala, Republic of Honduras, the Oriental Republic of Uruguay, Japan, the Republic of Peru, the Republic of Panama, Australia, New Zealand, the Republic of Singapore and the Socialist Republic of Vietnam, are not obliged to obtain the authorization referred to in article 17 of the Foreign Investment Law, as long as they present, through their legal representative or attorney-in-fact, a letter under oath of telling the truth in which they declare that:
(i ) their social contract and other constituent documents are not contrary to public order, and must provide the main activity they intend to carry out in the national territory, which must comply with the provisions of the Foreign Investment Law;    
(i i) they have been incorporated in accordance with the laws of their country of origin;    
( i ii) in the case of the persons referred to in section I of article 17 of the Foreign Investment Law , that such persons will establish themselves in the Republic or will have an agency or branch in it; providing the corresponding address, and   
( i v ) in the case of the persons referred to in section II of article 17 of the Foreign Investment Law , that such persons shall have a representative domiciled in the place where they are going to operate, authorized to respond for the obligations they contract, providing the corresponding name and address.[...]"  (General Resolution establishing the criteria for the application of article 17 of the Foreign Investment Law, relating to the establishment of foreign legal entities in the Mexican Republic, constituted in accordance with the laws of countries with which Mexico has entered into a Treaty of Free Trade with investment chapter (25 March 2020), Article 1 [google translation])
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"FIRST .- Foreign legal entities which intent to set up branch or representative offices in the Mexican Republic in order to provide a service, incorporated under the laws of the Members of the World Trade Organization included in Annex 1 of the present Resolution, and those who adhere after the entry into force of the present General Resolution, are not obliged to obtain the authorization referred to in article 17 of the Law of Foreign Investment, as long as they present, through their legal representative or attorney-in-fact, a letter under oath of telling the truth in which they declare that:
(i ) their social contract and other constituent documents are not contrary to public order, and must provide the main activity they intend to carry out in the national territory, which must comply with the provisions of the Foreign Investment Law;    
(i i) they have been incorporated in accordance with the laws of their country of origin;    
( i ii) in the case of the persons referred to in section I of article 17 of the Foreign Investment Law , that such persons will establish themselves in the Republic or will have an agency or branch in it; providing the corresponding address, and   
( i v ) in the case of the persons referred to in section II of article 17 of the Foreign Investment Law , that such persons shall have a representative domiciled in the place where they are going to operate, authorized to respond for the obligations they contract, providing the corresponding name and address.[...]"  (General Resolution expanding the criteria for the application of article 17 of the Foreign Investment Law, relating to the establishment of foreign legal entities in the Mexican Republic that are intended to provide a service, constituted in accordance with the laws of the Members of the World Trade Organization (25 March 2020), Article 1 [google translation])
Foreign Investment Law (27 December 1993), last amended on 15 June 2018, Articles 2, 3, 4, 8, 9, 17, 17A, 29 and 30
Third General Resolution determining the amount of the total value of the assets referred to in article 9 of the Foreign Investment Law (7 May 2020), First and unique article [abrogated by the Fourth General Resolution determining the amount of the total value of the assets referred to in article 9 of the Foreign Investment Law (6 June 2022)],
General Resolution establishing the criteria for the application of article 17 of the Foreign Investment Law, relating to the establishment of foreign legal entities in the Mexican Republic, constituted in accordance with the laws of countries with which Mexico has entered into a Treaty of Free Trade with investment chapter (25 March 2020), Article 1
General Resolution expanding the criteria for the application of article 17 of the Foreign Investment Law, relating to the establishment of foreign legal entities in the Mexican Republic that are intended to provide a service, constituted in accordance with the laws of the Members of the World Trade Organization (25 March 2020), Article 1
[<a href="http://www.diputados.gob.mx/LeyesBiblio/pdf/44_150618.pdf">Law</a>],[<a href="http://dof.gob.mx/nota_detalle.php?codigo=5592923&fecha=07/05/2020">Resolution</a>],[<a href="https://www.dof.gob.mx/nota_detalle.php?codigo=5654193&fecha=06/06/2022#gsc.tab=0">Resolution</a>],[<a href="https://www.dof.gob.mx/nota_detalle.php?codigo=5590349&fecha=25/03/2020#gsc.tab=0">Resolution</a>],[<a href="https://www.dof.gob.mx/nota_detalle.php?codigo=5590348&fecha=25/03/2020#gsc.tab=0">Resolution</a>]