Reform Amending Mexico’s Anti-Money Laundering Law and the Federal Criminal Code

On July 16, 2025, a reform was published in the Official Gazette of the Federation amending and supplementing various provisions of the Federal Law for the Prevention and Identification of Operations with Resources of Illicit Origin (the “AML Law”) and Article 400 Bis of the Federal Criminal Code. This bill introduces a new risk-based compliance framework, broadens the scope of obligated parties, and strengthens supervisory and enforcement mechanisms. Below is a summary of the six most relevant aspects of the reform:

Beneficial Owner and related obligations. The bill expands the definition of Beneficial Owner by reducing the ownership threshold for mandatory identification from 50% to 25% and includes individuals who exercise control through legal structures such as trusts or through clients or users. It also expressly states that the term is equivalent to “ultimate beneficiary” and “real owner.” Commercial companies must identify their beneficial owners and register them with the Ministry of Economy (Secretaría de Economía), particularly in cases involving transfers of shares or equity interests. Failure to update this registry may result in significant penalties.

New AML obligations for the real estate industry. The AML Law now includes the concept of Real Estate Development and identifies as vulnerable activities both the receipt of funds intended for developments for sale or lease, and the regular or professional engagement in construction or intermediation for the purchase or sale of real estate. Both activities are subject to reporting thresholds before the Ministry of Finance (Secretaría de Hacienda y Crédito Público) equivalent to 8,025 UMAs, that is approximately MX $907,948.50 or US $48,400.00 as per the exchange rate published today by Banco de México (“E.R”).

We believe this amendment directly impacts developers, real estate trusts, promoters, and real estate property brokers, significantly expanding the scope of obligated parties in the real estate sector, including presales and lease transactions.

Additional restrictions on the use of cash in sensitive transactions. The statute now expressly prohibits the use of cash—even through financial institutions—for certain high-risk transactions such as the acquisition of real estate (exceeding 8,025 UMAs), transfers of shares or equity interests (exceeding 3,210 UMAs or MX $363,179.40 or US $19,350.00 as per the E.R.), and the establishment of rights to use or enjoy real estate (leases for monthly amounts exceeding 3,210 UMAs). This measure will have a direct impact on the structuring and documentation of transactions, requiring precise identification of the electronic or banking payment methods used.

Strengthening of obligations for notarial, corporate, and fiduciary acts. The statute imposes new obligations on public and commercial notaries to submit reports on transactions involving transfers of real estate, the creation or modification of trusts, the establishment of in-rem rights and valuations, among others. Reporting thresholds vary depending on the transaction, but include 4,000 UMAs for trusts, 8,000 UMAs for real estate transfers, and 8,025 UMAs for valuations (respectively MX $452,560.00 / US $24,100.00, $950,120.00 / US $48,225 and $907,948.50 / $48,375.00 as per the E.R.). We believe these obligations reinforce the role of public faith as a key control point and increase the regulatory burden on both patrimonial and corporate transactions.

Risk-based approach and new compliance obligations. The bill establishes a new risk-based compliance model that requires obligated parties to implement internal policies proportionate to the level of exposure of their activities. Article 18 is amended to include new obligations such as the verification of the identity of clients and users, the collection of information on beneficial owners, automated transaction monitoring, record retention for 10 years, annual staff training, internal or external audits, and updated registration in the official registry of vulnerable activities.

Expanded supervisory powers, institutional coordination, and sanctions. The Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) and other federal authorities (including the National Banking and Securities Commission – Comisión Nacional Bancaria y de Valores – , the Financial Intelligence Unit – Unidad de Inteligencia Finaciera –, the National Guard – Guardia Nacional –, and the Office of the Attorney General – Fiscalía General de la República–) are granted broader powers to coordinate verification efforts, impose precautionary measures, and issue general rules. The creation of specialized state-level units is also foreseen to strengthen the analysis of asset-related information. Penalties for non-compliance can reach up to 65,000 UMAs (MX $7’354,100 / US $392,000.00 at the E.R.) or 100% of the value of the transaction involved, and the possibility of suspending operations when irregularities are not remedied is also contemplated.