On June 30, 2025, the Mexican Congress passed sweeping amendments to the Federal Law to Prevent and Identify Transactions with Unlawful Proceeds ("LFPIORPI") and the Federal Penal Code to bolster mechanisms for identifying, preventing, and investigating money-laundering schemes (the "Amendments").
The Amendments cover a wide range of matters on anti-money laundering, including mandatory disclosures and reports, new vulnerable activities, additional obligations for entities that carry out vulnerable activities, and enhanced powers for the federal government. We outline the key takeaways of these Amendments below:
Ultimate Beneficiary Owner. The Amendments expand the definition of "Ultimate Beneficiary Owner." As amended, a person shall be deemed to be an ultimate beneficiary owner, among others, if it has the right to, directly or indirectly, exercise voting rights with respect to more than twenty-five percent of the capital stock of an entity. This represents half the threshold prescribed by the LFPIORPI prior to the Amendments (i.e., 50%). Furthermore, a person is deemed to be an "Ultimate Beneficiary Owner" irrespective of whether it is a client of a person that carries out Vulnerable Activities (as defined by the LFPIORPI).
Politically Exposed Person. The Amendments define this novel concept as a natural person who performs or has performed public functions in the territory of the United Mexican States or abroad, as well as any persons related therewith who meet the conditions and characteristics set forth by the Mexican government. The Ministry of Finance and Public Credit ("SHCP") will be vested with the authority to issue general provisions that include a list of relevant positions and the applicable criteria to determine whether a person qualifies as a Politically Exposed Person.
Compliance Officer. The Amendments require entities, and those persons that, through a trust, carry out Vulnerable Activities, to appoint a compliance officer and register such person before the SHCP.
Scope of Authority of the SHCP. The Amendments amplify the scope of authority and powers of SHCP. In particular, SHCP will now be vested with the authority to (i) establish the requirements for the registration of the individuals and entities that carry out Vulnerable Activities; (ii) coordinate its activities with the Ministry of Security and Citizen Protection and the National Guard to prevent and investigate money laundering schemes; (iii) establish measures when it identifies that a country represents a risk on money laundering crimes; (iv) promote the implementation of specialized task forces on information analysis between the states of Mexico to prevent and identify money laundering crimes; and (v) act as a liaison between the Federal Government and foreign jurisdictions.
Vulnerable Activities. The Amendments now consider the following, among others, as "Vulnerable Activities": (i) the issuance or marketing, usual or professional, by non-financial entities, of (a) credit or service cards when the monthly expenses in such cards are equal to or greater than 805 UMA (i.e., approximately USD$ 4,500.00), (b) pre-paid cards when their sale or payment of resources is made for an amount equal to or greater than 645 UMA per transaction, and (c) instruments for saving monetary value; (ii) the receipt of funds destined to carry out a real estate project for its sale or lease; (iii) the fulfillment of foreign trade services as a customs broker agency; and (iv) the usual and professional offer of exchange of virtual assets, other than those acknowledged by the Mexican central bank, Banco de México, by persons other than financial entities, including transactions made with Mexican citizens from other jurisdictions.
Mandatory Notices. The SHCP requires the parties that carry out Vulnerable Activities to make mandatory reports and notices to the federal government. The Amendments modified the thresholds, the surpassing of which requires such notices, and incorporated new cases where mandatory notices will be required. The LFPIORPI, as amended, will require notaries public to file a notice before the federal government in the following cases (a) the formation/incorporation of an entity, increase or decrease of an entity's stated capital, as well as the purchase and sale of shares or membership interests, irrespective of the amount, and (b) the notarization of any acts for the creation of or amendment to a trust to transfer property or to secure any obligations, except for security trusts securing credit facilities or loans granted by financial institutions and public housing entities (prior to the Amendments, this was only required with respect to trusts holding real properties).
Moreover, the Amendments introduce new obligations for all business companies to identify and keep the information of their controlling beneficiaries, making publications related to any transfer of their shares or membership interests, registering in the electronic system determined by the Ministry of Economy the information necessary to identify their controlling beneficiaries.
Additional Obligations. The Amendments will now require the persons who carry out Vulnerable Activities to (a) directly know their "Clients" and "Users" (as defined in the LFPIORPI), in addition to the current obligation to identify such persons; (b) secure the documents and other official IDs to identify the "Ultimate Beneficiary Owner"; (c) keep records, including correspondence with their clients, for a ten-year term; (d) register in the database of persons that carry out Vulnerable Activities; (e) file the required notices and reports before the Ministry of Finance, including filing a notice within 24 hours following a suspicion that an act or transaction may arise out of or be destined to money laundering crimes; (f) carry out a risk assessment based on the guidelines issued by the SHCP; (g) draft and comply with an internal policy to comply with the obligations set forth in the law; (h) develop processes for the recruitment of personnel; (i) have automatized mechanisms to carry out a permanent oversight of acts or transactions with clients or users; (j) have internal or external auditing, as the case may be.
Nonprofit Organizations. Entities organized as nonprofit associations shall be subject to compliance obligations.
Confidentiality. The Amendments set forth confidentiality safeguards for compliance officers responsible for overseeing internal control obligations. Their identity and communications with SHCP shall remain strictly confidential and may not be disclosed. This measure aims to ensure the independence and integrity of compliance functions.
Business Relationship. The Amendments revised the definition of "Business Relationship" to encompass any formal and continuous relationship between a person that performs Vulnerable Activities and its Clients or Users (excluding occasional acts). This concept triggers legal obligations related to client identification, due diligence, and transaction monitoring.
Criminal Enforcement and the Role of the SHCP. The Federal Penal Code was amended to clarify that in cases involving financial crimes where financial institutions are used, the Attorney General's Office may commence a federal criminal investigation at any time without requiring a prior criminal complaint filed by the SHCP, as used to be the case. However, a formal complaint from the SHCP is required to file an accusation before federal courts. For these purposes, the SHCP shall be considered a victim or offended party under criminal procedural law.
Entry into Effect. Subject to the exceptions set forth in the savings provisions, the Amendments will come into effect on the day following the date on which the Amendments are published in the Federal Register.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
