Impact note

Beneficial owner: two laws, two thresholds, and a single obligated company

The Federal Tax Code measures control from more than 15 percent; the anti-money laundering law, from more than 25. Since 2025, both reach every commercial company.

LEXURE Corporate Practice Team 5 min read Regulatory status verified in 2026

Every legal entity in Mexico must know who ulti­mately con­trols it and be able to prove it. Since the anti-money laun­der­ing reform pub­lished on July 16, 2025, that obli­ga­tion has been gov­erned by two coex­ist­ing regimes with dif­fer­ent thresh­olds, and con­fus­ing them is a mis­take the author­i­ties detect easily.

What changes for your company

The tax regime. Since 2022, the Fed­eral Tax Code (Código Fiscal de la Fed­eración) has required legal enti­ties to obtain the infor­ma­tion on their ben­e­fi­cial owners, keep it as part of their account­ing records, and pro­vide it to the Tax Admin­is­tra­tion Ser­vice (SAT) upon request (Arti­cle 32-B Ter). A ben­e­fi­cial owner is the indi­vid­ual who obtains the ben­e­fit of the inter­est in the com­pany or who exer­cises con­trol, which includes hold­ing voting rights over more than 15 per­cent of the cap­i­tal stock (Arti­cle 32-B Quáter). When the iden­tity or the inter­est of a ben­e­fi­cial owner changes, the infor­ma­tion must be updated within the fol­low­ing fif­teen cal­en­dar days (Arti­cle 32-B Quin­quies).

The anti-money laun­der­ing regime. The 2025 reform to the Fed­eral Law for the Pre­ven­tion and Iden­ti­fi­ca­tion of Trans­ac­tions with Funds of Illicit Origin (Ley Fed­eral para la Pre­ven­ción e Iden­ti­fi­cación de Opera­ciones con Recur­sos de Proce­den­cia Ilícita) rede­fined the ben­e­fi­cial owner and set the voting con­trol thresh­old at more than 25 per­cent of the cap­i­tal stock (Arti­cle 3, sec­tion III). It also added a chap­ter that extends the obli­ga­tion to all com­mer­cial com­pa­nies, even if they do not carry out vul­ner­a­ble activ­i­ties. Com­pa­nies must respond to the author­ity’s requests to deter­mine their ben­e­fi­cial owner and keep the infor­ma­tion that sup­ports it. When shares or part­ner­ship inter­ests are trans­ferred, they must give notice of the entry in their share reg­is­ter, and they must reg­is­ter their ben­e­fi­cial owner in the elec­tronic system oper­ated by the Min­istry of Econ­omy (Sec­re­taría de Economía), in accor­dance with the guide­lines issued by the Min­istry of Finance and Public Credit (Sec­re­taría de Hacienda y Crédito Público) (Arti­cles 33 Bis and 33 Ter).

Why they do not con­tra­dict each other. The two thresh­olds belong to dif­fer­ent laws. A person hold­ing 20 per­cent of the votes is a ben­e­fi­cial owner for tax pur­poses and may not be one for anti-money laun­der­ing pur­poses, unless that person exer­cises con­trol by other means, such as appoint­ing a major­ity of the board or direct­ing man­age­ment. In addi­tion to the per­cent­age, both laws take de facto con­trol into account.

What to do and by when

  1. Assem­ble the tax file today: iden­ti­fi­ca­tion of each indi­vid­ual, the own­er­ship chain lead­ing to that person, and doc­u­ments evi­denc­ing con­trol.
  2. Apply the two thresh­olds sep­a­rately and doc­u­ment why each person is or is not on each list.
  3. Estab­lish an inter­nal pro­ce­dure to update the file within the fif­teen cal­en­dar days fol­low­ing any change in share­hold­ing, man­age­ment, or con­trol.
  4. Pre­pare the response to an SAT request, which must be answered within fif­teen busi­ness days (Arti­cle 32-B Ter).
  5. Keep the share reg­is­ter up to date, because the trans­fer notices to the Min­istry of Econ­omy will depend on it.
  6. Mon­i­tor the pub­li­ca­tion of the guide­lines and the launch of the elec­tronic system. The law already estab­lishes the obli­ga­tion; reg­is­tra­tion will take place on the terms those guide­lines set.

Recommendations to mitigate risk

Under the tax regime, the fine is cal­cu­lated for each ben­e­fi­cial owner (Arti­cle 84-N of the Fed­eral Tax Code):

  1. Fail­ing to obtain, keep, or pro­vide the infor­ma­tion: MXN 1,686,750 to MXN 2,249,000.
  2. Fail­ing to keep it up to date: MXN 899,600 to MXN 1,124,500.
  3. Pro­vid­ing it incom­plete, inac­cu­rate, or with errors: MXN 562,250 to MXN 899,600.

Under the anti-money laun­der­ing regime, breach­ing Arti­cles 33 Bis or 33 Ter is pun­ish­able by a fine of 2,000 to 10,000 Units of Mea­sure­ment and Update, UMA (MXN 234,620 to MXN 1,173,100), under Arti­cles 53, sec­tion V, and 54, sec­tion II, of that law.

The anti-money laun­der­ing law offers an incen­tive to cor­rect in time, since it pro­vides that, on a one-time basis, no penalty is imposed on an offender who com­plies vol­un­tar­ily, before ver­i­fi­ca­tion begins, and acknowl­edges the vio­la­tion (Arti­cle 55).

How we approach it at LEXURE

We build the ben­e­fi­cial own­er­ship file with both thresh­olds applied in par­al­lel and trace the own­er­ship chain up to each indi­vid­ual. We also put in place an update pro­ce­dure linked to the share reg­is­ter, so that the com­pany can respond to the tax author­ity and to the anti-money laun­der­ing author­ity with the same doc­u­men­tary sup­port.

If you are not cer­tain who your ben­e­fi­cial owners are under each regime, sched­ule a diag­nos­tic meet­ing with us.

Schedule a diagnostic meeting See our service lines

Legal basis

  1. Federal Tax Code (Código Fiscal de la Federación), Articles 32-B Ter, 32-B Quáter, 32-B Quinquies, 84-M, and 84-N. Current text (opens in a new tab)
  2. Federal Law for the Prevention and Identification of Transactions with Funds of Illicit Origin (Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita), Articles 3, sections III and XIII, 33 Bis, 33 Ter, 53, section V, 54, section II, and 55. Current text (opens in a new tab)
  3. General Law of Commercial Companies (Ley General de Sociedades Mercantiles), Articles 128 and 129. Current text (opens in a new tab)
  4. Value of the Unit of Measurement and Update (UMA) 2026, National Institute of Statistics and Geography (INEGI). Official publication (opens in a new tab)

This note is for information only and describes the law in force on the verification date. It is not legal advice on a specific matter. It is a translation of the Spanish original: Mexican law is published in Spanish, and the official Spanish texts prevail.

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