Ultimate Beneficial Owners in Mexico

Yes. Following the publication of a legislative decree on November 12, 2021, various provisions concerning Ultimate Beneficial Owners (hereinafter, the “UBOs”) were incorporated into the Mexican Federal Fiscal Code (hereinafter, the “CFF”), including Articles 32-B Ter, 32-B Quáter, and 32-B Quinquies, which came into force on January 1, 2022.

These provisions establish that legal entities, trusts, and other legal vehicles (hereinafter, the “Obligated Subjects”) must obtain, maintain, and provide the Tax Administration Service (hereinafter, the “SAT”), upon request, with reliable, complete, and updated information regarding their UBOs. 

These obligations are further regulated through Rules 2.8.1.20 to 2.8.1.23 of the Miscellaneous Tax Resolution for 2025 (hereinafter, the “RMF 2025”), and are considered part of the accounting obligations set forth under Article 28 of the CFF and related regulations.

Section I of article 32-B Quáter of the CFF establishes three criteria to identify individuals considered as UBOs, stating that it will be the individual or group of individuals who:

• Directly or through another or others or any legal act, obtain the benefit derived from their participation in an Obligated Subject; or
• Is the one or those who ultimately exercise the rights of use, enjoyment, benefit, exploitation, or disposition of a good or service; or
• In whose name a transaction is carried out, even if done contingently.

Additionally, section II of the same article 32-B Quáter of the CFF stipulates that the individual or group of individuals who directly, indirectly, or contingently exercise control over the Obligated Subject will be considered as UBOs.

Control is understood to be exercised when, through the ownership of securities, by contract, or by any other legal act, they can:

• Impose, directly or indirectly, decisions in the general meetings of shareholders, partners, or equivalent bodies; or
• Appoint or remove the majority of the directors, administrators, or their equivalents; or
• Maintain ownership of rights that allow, directly or indirectly, exercising the vote regarding more than 15% of the share capital or assets; or
• Direct, directly or indirectly, the administration, strategy, or main policies of the Obligated Subject.

Furthermore, Rule 2.8.1.20 of the RMF 2025 establishes that the aforementioned assumptions set forth in sections I and II of article 32-B Quáter of the CFF must be applied successively, meaning that when the provisions of section I of the mentioned article have been applied but the UBO has not been identified, the provisions of section II of the same article must be applied.

Similarly, Rule 2.8.1.20 of the RMF 2025 includes the obligation for Obligated Subjects to identify, verify, and validate information about their UBOs, indicating the percentages of participation in the capital of the Obligated Subject, including information related to the ownership chain, in cases where the UBO is indirectly involved.

An ownership chain is considered when ownership is held indirectly through other legal entities.

Obligated Subjects also have the obligation to identify, verify, and validate information related to the control chain when the UBO exercises control by means other than ownership.

A control chain is considered when control is held indirectly through other legal entities or legal vehicles.

Finally, if no individual can be identified according to the criteria established in sections I and II of article 32-B Quáter of the CFF, the individual holding the position of Sole Administrator of the Obligated Subject will be considered the UBO. If the Obligated Subject has a Board of Directors or similar body, each member of that body will be considered the UBO of the Obligated Subject.

Obligated Subjects must require the following information from individuals who may be considered as UBOs (as indicated in Rule 2.8.1.22 of the RMF 2025):

• Full names, which must correspond with the official document proving their identity.
• Alias.
• Date of birth; and when applicable, date of death.
• Gender.
• Country of origin and nationality. If having more than one, all must be identified.
• CURP or its equivalent, in the case of other countries or jurisdictions.
• Country or jurisdiction of residence for tax purposes.
• Type and number or key of the official identification.
• RFC or tax identification number, or its equivalent, in case of being a foreign resident, for tax purposes.
• Marital status, with official identification of the spouse and property regime, or identification of the concubine or partner, if applicable.
• Contact details: email and phone numbers.
• Residential address and tax address.
• Relationship with the Obligated Subject.
• Degree of participation in the Obligated Subject, allowing them to exercise the rights of use, enjoyment, benefit, exploitation, or disposition of a good or service or carry out a transaction.
• Description of the form of participation or control (direct or indirect).
• Number of shares, partnership interests, participations, or equivalent rights; series, class, and nominal value of the same, in the capital of the Obligated Subject.
• Place where the shares, social parts, participations, or other equivalent rights are deposited or held in custody.
• Specific date from which the individual acquired the status of UBO of the Obligated Subject.
• If no individual can be identified according to the criteria established in sections I and II of article 32-B Quáter of the CFF, the data mentioned in the previous sections must be provided regarding the individual or individuals holding the position of Sole Administrator of the Obligated Subject. If it has a Board of Directors or equivalent body, the data of each member of that board must be provided.
• Date on which a modification in the participation or control in the Obligated Subject occurred.
• Type of modification of the participation or control in the Obligated Subject.
• Date of termination of the participation or control in the Obligated Subject.

In cases where UBOs exercise ownership indirectly through other legal entities, information related to the ownership chain must also be included; or if they exercise control by means other than ownership, the corresponding information on the control chain must be included.

In the cases related to the previous paragraph, the Obligated Subject must additionally have the following information:

• Name, denomination, or corporate name of the legal entities, trusts, or legal figures that have participation or control over the Obligated Subject.
• Country or jurisdiction of creation, incorporation, or registration.
• Country or jurisdiction of residence for tax purposes.
• RFC or tax identification number, or its equivalent, in case of being a foreign resident, for tax purposes.
• Tax address.

Finally, Obligated Subjects must keep the information of their UBOs and/or ownership or control chain updated.

The legal consequences primarily affect the legal entity rather than the UBO. While UBOs are not directly subject to regulatory obligations by virtue of being designated as such, failure by the entity to properly identify and document UBOs may lead to significant administrative sanctions.

Nonetheless, being identified as a UBO could expose individuals to further scrutiny by tax and law enforcement authorities in connection with anti-money laundering, corruption, or other investigations

The authorities responsible for overseeing compliance of the legal provisions are the Ministry of Finance and Public Credit through the SAT; the Attorney General’s Office; as well as the Ministry of Finance and Public Credit´s Specialized Unit of Financial Intelligence.

If an Obligated Subject fails to attend, responds to, and/or adequately comply with the information requests that the SAT may make, in accordance with articles 84-M and 84-N of the CFF, such Obligated Subject could be subject to the payment of the following fines for potential infractions related to its obligations regarding UBOs:

• Failure to obtain, maintain, or present the information indicated in question 3 above, or failure to present it through the means or formats indicated by the SAT within the periods established in the tax legislation: fines run from USD80,000.00 up to USD$120,000.00, per UBO;
• Failure to keep updated the information related to the UBO referred to in question 3 above: fines run from USD$45,000.00 to USD$60,000.00, per UBO; and
• Presenting the information referred to in question 3 above incompletely, inaccurately, with errors, or in a manner different from that indicated in the applicable tax legislation: fines run from USD$25,000.00 to USD$45,000.00 Mexican pesos, per UBO.