Mexico FDI: President Sheinbaum proposes national security screening for foreign investment

Mexico has taken a significant step toward establishing a formal foreign direct investment (“FDI”) screening framework on national security grounds. On August 28, 2026, Mexico’s Ministry of the Interior (Secretaría de Gobernación), acting on behalf of President Claudia Sheinbaum and the Executive Branch, submitted to Congress a long-awaited bill (the “Bill”) to amend Mexico’s Foreign Investment Law (Ley de Inversión Extranjera or the “FDI Statute”). The Bill, which was formally received by Mexico’s Congress on August 30, 2026, would create a dedicated national security review mechanism through the addition of a new Title Six Bis (Título Sexto Bis or a “Title 6B Filing”) for certain foreign investments and acquisitions of Mexican companies. 

The Bill was introduced during the congressional recess, when legislative affairs are overseen by the Permanent Commission, and is now before Congress following the commencement of the ordinary legislative session on September 1, 2026. The proposal reflects Mexico’s broader efforts to strengthen foreign investment screening, including a memorandum of intent (“MOI”) with the United States that contemplated the establishment of a bilateral working group on foreign investment reviews.

The Bill would apply to investments in the following sensitive sectors: 

1. strategic infrastructure (either physical or virtual) including the energy, transportation, healthcare, communications, mining, data processing and storage, digital systems, aerospace, defense, and sensitive facilities sectors (including real estate property indispensable to use such infrastructure); 
2. critical technology, including artificial intelligence (“AI”), robotics, semiconductors, cybersecurity, aerospace, defense, energy-storage, quantum and nuclear technologies, as well as nano and biotechnology; 
3. dual-use goods/technologies; 
4. supply of fundamental inputs, such as energy or raw materials, and food security; 
5. access to sensitive information, namely, sensitive personal data, and the ability to control such information; and 
6. any other analogous sector or activity to be designated (“Sensitive Sectors”).

The Bill would add the Army (Secretaría de la Defensa Nacional), Navy (Secretaría de Marina), and Public Security Secretariat (Secretaría de Seguridad y Protección Ciudadana) as voting members of the National Foreign Investment Commission (Comisión Nacional de Inversiones Extranjeras or the “CNIE”).

The following agencies would also be added as non-voting members of CNIE: the Attorney General’s Office (Fiscalía General de la República), the National Intelligence Center (Centro Nacional de Inteligencia), the Tax Administration Service (Servicio de Administración Tributaria or the “SAT”), and the Financial Intelligence Unit (Unidad de Inteligencia Financiera or the “UIF”).

Currently, CNIE, like the Committee on Foreign Investment in the United States (“CFIUS”; see below), is an inter-agency government body handling foreign investment authorizations under the FDI Statute, but it is composed exclusively of representatives from the following ministries: State, Foreign Relations, Finance, Environment and Natural Resources, Energy, Economy, Infrastructure, Communications and Transportation, Labor, and Tourism.

The proposed Bill mandates a suspensory pre-closing authorization regime for transactions involving the direct or indirect acquisition by a foreign entity of an equity interest greater than 49% in a Mexican legal entity that (A) holds assets with a value exceeding a predetermined monetary threshold (to be published within six months after the Bill becomes effective)¹ and (B) operates in a Sensitive Sector (a “Title 6B Filing”). The Bill remains high-level, apparently covering any direct or indirect shareholding stake regardless of the specific type of interest, and we anticipate that a number of important questions (e.g., whether internal restructurings, greenfield investments, and purely passive investments are covered) will need to be addressed through guidance introduced during the legislative process, such as clear principles or deadlines for issuing implementing regulations. Additional clarity on these topics will be essential to avoid creating uncertainty for future and existing foreign investors.

The Bill also introduces penalties of up to approximately MXN $23.5 million (approximately USD$ 1.4 million or EUR€ 1.2 million), equivalent to 200,000 times Mexico’s Unit of Measurement and Update (Unidad de Medida y Actualización or “UMA”), for completing a transaction subject to a Title 6B Filing without prior CNIE approval or for failing to comply with mitigation measures imposed by the CNIE.

Echoing the logic of the US Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), which was fully implemented in 2020, and the type of review undertaken by CFIUS, the proposed reforms would introduce a standalone, non-economic national security clearance regime for cross-border mergers and acquisitions (“M&A”) transactions in Mexico that meet the requirements for review, independent of, and in addition to, other regulatory and antitrust reviews.

What is the Bill proposing?

The Bill’s stated rationale draws on Mexico’s 2025–2030 National Development Plan (Plan Nacional de Desarrollo 2025-2030 or the “PND”), which identifies transnational organized crime, money laundering, and terrorism financing as national security threats and calls for measures to anticipate and neutralize risks to state sovereignty.

The Bill’s statement of purpose (exposición de motivos) acknowledges that Article 30 of the FDI Statute already authorizes CNIE to block a foreign acquisition on national security grounds, but criticizes that provision for providing no criteria, process, or standards for exercising that power, leaving Mexico, in practice, without a genuine national-security screening framework. According to the Bill, CNIE’s prior focus has been economic (employment impact, technology transfer, environmental compliance, competitiveness) rather than security driven.

Under the proposed Bill, the existence of risks or threats to national security would be the evaluation criterion for authorizing transactions in the Sensitive Sectors (ref. Bill, art. 29-V of the FDI Statute).

The Bill’s statement of purpose also cites the December 2023 US-Mexico MOI, recognizing investment screening as a tool to protect national security, and references Organisation for Economic Co-operation and Development (“OECD”) principles for balancing investment openness with security review: non-discrimination, transparency and predictability, proportionality, and accountability.

Practical Considerations for Foreign Investors

1. No “control” trigger, but a broad and open-ended sector coverage.
   
   The listed Sensitive Sectors are broadly drafted, and the Bill gives CNIE further authority to designate additional sectors “of analogous or similar nature.”
   
   In short, the Bill provides a clear-cut >49% initial trigger rather than relying on definitions of “control,” but leaves the remaining triggers, asset value (at least temporarily; see below) and specific Sensitive Sector classification, open ended. This could create real uncertainty at the diligence stage of any covered cross-border deal as to whether a given Mexican target falls within scope, particularly in adjacent sectors such as logistics, ports, telecommunications infrastructure, and data centers.
   
   The current draft of the Bill does not include statutory deadlines or obligations to issue regulations or guidance further detailing the specific sectors and activities covered beyond those expressly listed as Sensitive Sectors.
   
   It is also questionable whether this open-ended approach would be upheld by Mexican courts.
    
2. The asset-value threshold would not yet exist even if the Bill were passed.
   
   The mandatory-filing asset-value threshold is left to a future CNIE determination, to be issued within six months after the Bill becomes effective.
   Until that determination is made, deal teams would lack clarity on the actual asset-value trigger for mandatory review, creating a transitional period of uncertainty for signed deals with a pending closing.
   
   The current draft of the Bill does not include statutory deadlines or obligations to issue regulations or guidance on the methodology for determining the asset-value threshold.
   
   Currently, the only available reference for the potential asset value threshold for Title 6B Filings is the asset value published annually for FDI authorizations under Article 9 of the FDI Statute (“Article 9 Filings”). Article 9 Filings also involve a greater than 49% foreign investor acquisition and an asset-value trigger. The applicable threshold is published annually by CNIE as a fixed MXN$ amount based on the total assets of the Mexican target and currently stands at approximately MXN$ 28.62 billion (approximately USD$ 1.7 billion / EUR€ 1.5 billion).
   
   Legislators commenting on the Bill, or CNIE, if left to its discretion, will need to decide whether the new Title 6B Filing asset-value threshold will be set above or below the Article 9 Filing threshold. If set above, the Bill should include an express provision excluding an Article 9 Filing when a Title 6B Filing is also triggered on national security grounds (the Bill currently addresses the potential overlap only for purposes of statutory deadlines, in art. 28). Setting the Title 6B Filing threshold below the Article 9 Filing threshold would make more sense from a public policy perspective, as it would indicate that the stricter regime applies due to potential national security risks in the Sensitive Sectors, risks that could exist regardless of the Mexican target’s asset size.
    
3. No deemed-approval safety net for security-flagged deals.
   
   Under the current general FDI review process, CNIE inaction results in deemed approval.
   
   The Bill reverses this default for Title 6B Filings: silence after the (extendable) 60-business-day review period means the authorization is denied. This shifts the risk of administrative delay onto the investor and removes the fallback that currently protects deals from CNIE inaction.
    
4. Mandatory vote requirement and new members shift clearance rationale.
   
   CNIE members may not abstain on national-security matters and must vote for or against authorization; decisions are taken by majority vote.
   
   Combined with the addition of the Army, Navy, and public-security voting members, agencies with limited history of economic investment review, the clearance profile shifts toward national security considerations and away from CNIE’s traditional economic-development lens.
    
5. Sharply higher exposure for gun-jumping and breach of mitigation remedies.
   
   Closing a transaction, e.g., implementing the transfer of shares, without the required clearance, or breaching mitigation conditions imposed by CNIE, would each carry penalties of up to 200,000 times the daily UMA value. This represents a substantial increase from the current penalty structure, which has not been updated since the FDI Statute’s original 1993 enactment. Deal teams should build explicit closing conditions and gun-jumping protocols once the regime is in force.
   
   These new penalties are in addition to the existing consequence of closing a transaction without required CNIE approval, namely, that the transaction is deemed ineffective for all legal purposes in Mexico.
    
6. Coordination with the CFIUS process in cross-border structures.
   
   Transactions subject to both US and Mexican national security screenings, for example, a Mexican target with US subsidiaries, or an investment structured through a US holding vehicle, could face parallel review by CNIE and CFIUS under different timelines, standards, and confidentiality regimes. The Bill does not currently specify a mutual-recognition or information-sharing mechanism beyond general references to inter-agency and regional coordination.
    
7. Legislative timing.
   
   The Bill is a presidential initiative that must still pass both the Senate and the House of Representatives, which resumed ordinary activities on September 1, 2026.
   
   Legislators may propose amendments to the Bill before it is enacted and published. However, presidential initiatives tend to face less resistance, as President Sheinbaum’s ruling party (Morena) holds a majority in both the Senate and the House of Representatives.
   
   Recent relevant legislative bills proposed by the President or her ruling party have been analyzed as a combined package at the beginning of each new ordinary legislative session. This Bill is expected to be included in the first set of legislative proposals to be discussed by Congress starting on September 1, 2026.
   
   Investors should not assume that the text summarized here is final; provisions on thresholds, timelines, and sector scope are the most likely to be revised during the legislative process.

Key Action Items for Foreign Investors

• Screen early for sector exposure. Map target and portfolio company activities against the Bill’s Sensitive Sector list at the earliest stage of diligence, including secondary or ancillary lines of business that could independently trigger coverage.
• Build in regulatory conditionality. Where a target could plausibly fall within scope, include a Mexican national-security clearance before CNIE (i.e., a Title 6B Filing, once the regime is in force) as an explicit closing condition, alongside any required CFIUS or other FDI clearance.
• Track the implementing resolution. If the Bill is passed as proposed, the asset-value threshold and any additional designated sectors will be set by a future CNIE general resolution. Monitor its publication closely, as it will define the practical reach of the mandatory filing regime.
• Watch the legislative process. Follow the Bill through the Senate and the House of Representatives for amendments to thresholds, timelines, and sector definitions before finalizing long-lead transaction planning.

^{1 The Bill does not expressly address whether the regime will be suspended between the date the Bill becomes effective and the date when the asset-value is published. De facto, during such period, the regime could not be implemented, as a key trigger would remain unknown.}

If you have any questions regarding the Bill or its impact on current or contemplated investments in Mexico, please contact a member of White & Case’s Global Foreign Direct Investment (FDI) Reviews Team, your usual White & Case point of contact, or the authors listed above.

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_{This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.}

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