On July 16, 2025, a reform to the Federal Law for the Prevention and Identification of Transactions with Resources of Illicit Origin (LFPIORPI) was published in the Federal Official Gazette, coming into effect on July 17 of the same year, except for certain provisions. This reform aims to strengthen the legal framework for anti-money laundering efforts in Mexico.

Among the most significant changes introduced by the reform is the imposition of new obligations on all commercial entities, including those not engaged in Vulnerable Activities or related to individuals or entities that do, such as:

1. Identifying the Ultimate Beneficial Owner (UBO) of the company, specifying that this must always be a natural person or group of natural persons;
2. Retaining supporting documentation that verifies such identification;
3. Responding to information requirements from the competent authorities;
4. Registering the UBO in the electronic system of the Ministry of Economy, in accordance with the guidelines issued by the Ministry of Finance and Public Credit (SHCP), even if such persons are not direct shareholders;
5. Submitting notices in the shareholder or equity interest registry system of the Ministry of Economy, in cases of transfer of ownership or the creation of rights over shares or equity interests (this last obligation was already provided for in the General Law of Commercial Companies).

It is important to highlight that the reform redefines the concept of Ultimate Beneficial Owner for the purposes of this law. In particular, it reduces the ownership threshold from 50% to 25%, meaning that any person or group of people who, directly or indirectly, hold more than 25% of the voting rights in a company will now be considered a UBO.

It should also be noted that the UBO concept, as defined in the LFPIORPI, differs from the definition provided in the Federal Tax Code. Therefore, it is essential that companies identify and document both concepts separately, in accordance with the specific requirements of each regulation.

Failure to comply with obligations related to UBO identification may result in fines ranging from 2,000 to 10,000 UMA, equivalent to approximately MXN 226,280.00 to MXN 1,131,400.00.

At JA DEL RÍO, we have specialized consulting teams ready to assist with these and other important considerations to ensure that your company meets the applicable requirements for this regulation.

If you have any questions, JA DEL RÍO makes its experts available to advise you on tax compliance matters. You can reach out to us at: contacto@jadelrio.com