The Mexican National Banking and Securities Commission (CNBV) issued the “General regulations applicable to simplified issuers and to securities subject to simplified registration” (Disposiciones de carácter general aplicables a las emisoras simplificadas y los valores objeto de inscripción simplificada) (the “Regulations”), which became effective as of January 22, 2025.
These Regulations are part of the secondary regulation to the Securities Market Law (LMV) following its December 28, 2023, amendment. For more information regarding the amendment to the LMV, please see here the article published by our Firm.
• Simplified Equity Issuers: Can issue shares, ordinary participation certificates, or securities representing stock of foreign issuers, for a maximum amount of approximately MXN$10,000 million per issuance and per year.
• Simplified Level I Issuers: Can issue debt instruments, for a maximum amount of approximately MXN$600 million per issuance and MXN$7,500 million per year.
• Simplified Level II Issuers: Can issue debt instruments or asset-backed securities, for a maximum amount of approximately MXN$10,000 million per issuance and per year.
• Structured securities: The regulations applicable to the issuance of these securities will be specified in Exhibit G of the Regulations, which will be released in the future.
Securities subject to simplified issuance may only be offered to institutional and qualified investors.
Furthermore, all amounts mentioned above are expressed in investment units (UDIs) in the Regulations. Therefore, the estimated amounts have been calculated based on the value of the UDI as of the date of this note.
• Listing and favorable opinion of the stock exchange: Issuers and underwriters shall request the listing and favorable opinion from the stock exchange.
• Request for Registration in the RNV: Once the favorable opinion is obtained, the stock exchange and the issuer shall request the CNBV to register the securities in the National Securities Registry (Registro Nacional de Valores) (RNV).
• Registration in the RNV: The CNBV will be required to register the securities within three business days after the filing of the registration request.
In addition, to carry out the simplified registration, the following documents, among others, shall be filed as part of the process documentation:
(i) Audited financial statements: (a) in the case of simplified level I issuers, for the latest fiscal year compared to those of the previous fiscal year; and (b) in the case of simplified level II and equity issuers, for the two latest fiscal years compared to those of the previous fiscal year;
(ii) Internal quarterly financial statements;
(iii) For asset-backed securities or securities of foreign issuers, a legal opinion issued by an independent attorney that complies with the requirements set forth in the LMV and the Regulations; and
(iv) For debt instruments and asset-backed securities of simplified level II issuers, credit rating of the issuance.
In comparison to the “ordinary” RNV registration process, in the new simplified registration process the underwriters and the stock exchanges assume a greater responsibility over the content and quality of the documentation prepared by the issuers. In the case of stock exchanges, the Regulations also impose continuous supervisory responsibilities over the simplified issuers that they promoted.
• Underwriters: The underwriters shall:
- Verify the issuers’ compliance with the applicable laws.
- Review the offering memorandums. and inform investors of the risks.
- Verify that the issuer's documentation and securities comply with the applicable regulations.
- Inform investors of the risks related to the securities.
- Prepare a file on the issuer and keep it for 5 years after the cancellation of the registration in the RNV.
- Prepare and issue internal guidelines for simplified issuers.
• Stock Exchanges: The stock exchanges shall:
- Issue their favorable opinion for the simplified registration of the securities.
- Request to the CNBV, with the issuer, the simplified registration, update, and/or cancellation of the registration of the securities in the RNV.
- Supervise the continuous compliance of issuers with the internal regulations of the stock exchanges, providing in such regulations procedures and controls in this regard.
- Establish in its internal regulations the requirements for the listing and the maintenance of the listing.
- Immediately inform the CNBV and disclose any suspension issued on the trade of securities.
- Inform the CNBV on a yearly basis of the status of compliance of the issuers.
These responsibilities ensure that both underwriters and the stock exchanges act diligently and in compliance with the applicable regulations, thereby protecting the interests of investors and preserving the integrity of the securities market. However, the Regulations do not establish penalties to the underwriters or stock exchanges for failing to comply with the above-mentioned requirements. Therefore, the general penalties under the Securities Market Law would apply to such events.
• Annual: Financial statements and annual report.
• Quarterly: Simplified level II and equity issuers shall provide quarterly financial statements.
• Relevant Events: Issuers shall disclose the relevant events that the stock exchanges determine in their internal regulations.
This document is for informational purposes. It does not constitute any opinion and may not be used or cited without our prior written authorization. We do not assume any responsibility for the content, scope, or use of the document. For any information regarding this note, please contact any partner of our Corporate Finance and Banking team.
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