On July 16th, 2025, the “Decree amending and adding various provisions to the Federal Law for the Prevention and Identification of Operations with Illicit Resources, and amending Article 400 Bis of the Federal Criminal Code” was published in the Official Gazette of the Federation. Said Decree entered into force on the 17th of the same month and year, with certain exceptions, such as evaluations under a Risk-Based Approach, or training and internal or external audits.
In connection with the above, we have received various concerns, the most common of which is whether or not all commercial companies must identify Controlling Beneficiaries for the purposes of the Federal Law for the Prevention and Identification of Operations with Illicit Resources (Anti-Money Laundering Law), its Regulations, and the General Rules.
Comments
As a result of this reform, “Chapter IV Bis on Controlling Beneficiaries” was added to the Anti-Money Laundering Law, which essentially specifies in Articles 33 Bis and 33 Ter that: (i) commercial companies must comply with the requirements made by the authorities to determine who their Controlling Beneficiary is and keep the supporting information; (ii) in the event of the transfer of ownership or the creation of rights over shares or stock, commercial companies must submit the corresponding notice in the electronic system operated by the Ministry of Economy; and, (iii) they must register in the aforementioned electronic system the information to identify the person or group of persons who meet the requirements to be considered Controlling Beneficiaries of said companies.
However, a penultimate paragraph was added to section III of article 3 of the Anti-Money Laundering Law, specifying that for the purposes of Chapter IV Bis, a Controlling Beneficiary shall be understood to be the individual who ultimately has effective control over a legal entity in terms of subsection b) of that section, “even if said legal entity is not a Customer or User of someone who carries out vulnerable activities or acts or operations are carried out with them in their name.”
Given the lack of clarity and, therefore, the poor wording of the previous provision, it is necessary to note the intention of the legislator in the Explanatory Memorandum of the “Initiative with Draft Decree amending, adding, and repealing various provisions of the Federal Law for the Prevention and Identification of Operations with Illicit Resources, and amending Articles 11 bis and 400 bis of the Federal Criminal Code”, in which it stated that, in view of the proposed changes to Recommendation 24 of the Financial Action Task Force and its Interpretative Note, all countries are required to establish a register of beneficial owners or use an alternative system that allows the authorities efficient access to information on such owners.
Consequently, the proposal to add Chapter IV Bis to the Anti-Money Laundering Law is intended to ensure that all commercial companies, regardless of whether or not they carry out a vulnerable activity, are required to identify and register the individual or group of individuals who control them.
Therefore, although we believe that this obligation is redundant and contrary to the nature and purpose of the Anti-Money Laundering Law, it is clear that all commercial companies must identify the Controlling Beneficiaries for the purposes of said Law, its Regulations, and the General Rules.
It should be noted that, in accordance with the Second Transitory Article of the aforementioned Decree, the Ministry of Finance and Public Credit, after consulting with the Tax Administration Service, will amend the corresponding General Rules within 12 months of its entry into force (i.e. no later than July 17th, 2026).
However, we believe that this obligation should not imply an additional administrative burden for companies for the following reasons:
- Since December 15th, 2018, any modification or incorporation of partners or shareholders in the shareholding structure of a corporation or limited liability company must be reported through a notice submitted to the Ministry of Economy’s “Electronic System for Commercial Company Publications”, in accordance with the provisions of Articles 73, second paragraph, 129, second paragraph of the General Law on Commercial Companies and 50 Bis of the Commercial Code. Consequently, this obligation suggests keeping the entries in the books of Meetings, Share Register, and Capital Variations up to date, noting the Federal Taxpayer Registrations of the partners or shareholders.
- Likewise, starting in fiscal year 2020, legal entities must file a notice with the Federal Taxpayers Registry within 30 business days of any change or addition to their shareholding structure, reporting the name and code of their partners or shareholders in said Registry, in accordance with Article 27, sections A, subsection II, and B, subsection VI, of the Federal Tax Code and rule 2.4.15. of the Miscellaneous Tax Resolution for 2025.
- Finally, on January 1st, 2022, Articles 32-B Ter, 32-B Quáter, and 32-B Quinquies of the Federal Tax Code came into force, incorporating the obligation for legal entities, trustees, trustors or trustees, as well as contracting parties or members of legal entities, to obtain and keep, as part of their accounting records, reliable, complete, and up-to-date information on their Controlling Beneficiaries and to provide it to the Tax Administration Service when required.
We believe that companies will have the necessary information to identify their Controlling Beneficiaries for the purposes of the Anti-Money Laundering Law, its Regulations, and the General Rules, provided that they have up-to-date information for the aforementioned corporate and tax purposes related to changes in their shareholding structures and their Controlling Beneficiaries for tax purposes.
If you have any questions regarding the foregoing, please do not hesitate to contact us.
Mexico City, August 1st, 2025
