08 / 22 / 25
Implications of the Reform of the Internal Regulations of the Mexican Stock Exchange and the Institutional Stock Exchange, respectively, in relation to Simplified Issuers.
MEXICO CITY, MEXICO, August 22nd, 2025 – On August 7 and 11, respectively, amendments were made to the internal regulations of the Mexican Stock Exchange (Bolsa Mexicana de Valores, the “BMV”) and the internal regulations of the Institutional Stock Exchange (Bolsa Institucional de Valores, BIVA) (collectively, the “Regulations”) regarding Simplified Issuers, based on the reform of the Stock Market Law (Ley de Mercado de Valores) and the Investment Funds Law (Ley de Fondos de Inversión) published in the Official Gazette of the Federation (Diario Oficial de la Federación) on December 28, 2023. You can consult a note on this subject on our website. Amendments to the Stock Market Law and the Investment Funds Law.egislation and the regulations that will be issued in due course.
The reform of both Regulations aims to regulate simplified issuers, understood as legal entities that request and maintain simplified registration of their securities (shares, ordinary participation certificates representing them, or securities representing the share capital of foreign companies, debt instruments, asset-backed securities, and structured securities) in the National Securities Registry (Registro Nacional de Valores, the “RNV”), as well as certain trust institutions whose trust assets do not derive from traditional issuers and are listed as such on the corresponding stock exchange (hereinafter the “Simplified Issuers”).
In general terms, the reform covers the following topics:
1. Simplified Issuers, distinguished by the type of issuance level they wish to carry out, must have quarterly financial statements audited by an independent external auditor, as well as for the last year in the case of Level I Simplified Issuers, and for the last two years in the case of Level II Simplified Issuers.
2. The listing procedure for each stock exchange is established as follows:
a) Simplified Issuers that do not have securities registered in the RNV must submit, among other things and in accordance with the level of issuance they plan to list: (i) the draft corporate agreement approving the issuance and the application for simplified registration; (ii) the draft title of the securities to be registered in the RNV; (iii) the financial statements; (iv) an opinion on the credit quality of the issuance; and (v) in the case of a foreign Simplified Issuer or asset-backed securities, they must have the legal opinion of a licensed attorney.
b) In the case of asset-backed securities, the following must be submitted: (i) the balance sheet of the assets assigned to the trust; (ii) a legal opinion on the legal validity and enforceability of the trust agreement; and (iii) the draft of the trust agreement on which the issue is based.
c) When Simplified Issuers have securities registered in the RNV, they must submit, among other things and in accordance with the level of issuance they plan to list: (i) the draft corporate agreement, provided that it is not already in the file derived from a previous issuance; (ii) the draft securities title; and (iii) the financial statements.
3. The possibility of not including the information related to the final price, rate, and amounts in the simplified registration form in the prospectus brochure is provided for.
4. The stock exchange must issue a positive opinion no later than four months after the request for listing of securities or once it has completed the technical and legal review of the Simplified Issuer. If no positive opinion is received within the aforementioned period, the requested information must be updated; otherwise, the process will be considered deserted.
5. Obligations are established for the periodic disclosure of information on corporate restructuring and simplified registration updates, as well as the frequency and applicable percentages. In the event of non-compliance, the stock exchanges shall suspend trading of the securities.
6. The BMV shall report to the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) once a year on the status of Simplified Issuers in relation to compliance with maintenance requirements.
The SMPS Legal team is at your disposal for any questions regarding this notice, as well as any possible strategies that your company may wish to develop or discuss.