Mexico: Securities-Related Laws

Regulation of Securities (Source)

  • The Securities and Banking National Commission (Comisión Nacional Bancaria y de Valores - CNBV) is the federal agency that regulates the offering of securities in Mexico
    • The CNBV’s primary function is to assure full and accurate disclosure of financial information with respect to companies whose shares are listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A. de C.V. - BMV).
    • The BMV is a private institution, which operates through a concession granted by the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público - SHCP), under the Law of Securities Market (Ley del Mercado de Valores)
    • All companies whose shares are listed on the Stock Exchange are required to file periodic reports with the CNBV and publish their financial statements in newspapers of significant circulation

Applicability of Securities-Related Laws to Crytocurrency (Source)

  • The Securities Market Law (LMV) does not permit offerings of security tokens until a registrations statement with El Registro Nacional de Valores (RNV) has become effective. The LMV defines a security almost identically to the U.S. Federal Securities Act of 1933, with no functional difference;
    • “Shares, debentures, bonds, warrants, certificates, promissory notes, bsills of exchange and other credit instruments issued en series or en masse, whether registered or not before the RNV, that represent the capital stock of a legal entity, the proportional part of an asset or the participation on a collective debt or any individual credit right may be traded through the market exchanges regulated by the new LMV
  • The LMV requires that any security token meeting this definition will need to be registered with the CNBV

How can I issue a security token without registering it with Mexican authorities? (source)

  • Similar to the U.S. SEC’s Regulation D exemptions, the easiest way to offer security tokens through an ICO/STO (STO meaning Security Token Offering) is to limit the offerings to qualified investors. Per the LMV securities framework, token issuers will not need to register their security tokens in any of the following scenarios:
  • Securities are offered exclusively to qualified investors or institutional investors;
  • Equity securities (providing shares or equity in the company as opposed to traditional tokens that provide a utility or investment) are sold to a maximum of 100 individuals;
  • Securities are sold pursuant to an employee benefit plan (e.g. equity in a start-up as compensation or payment); or
  • Securities are sold as an “option to purchase” for shareholders or members of entities whose principal purpose is to render services to those shareholders or members (e.g. a country club could allow members to buy shares of the club instead of, or in addition to, regular payments)


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