On December 19, 2025, the Agreement whereby the National Antimonopoly Commission (“CNA”) sets the fees for the services it provides, particularly for the receipt, review, and processing of merger control notifications, was published in the Federal Official Gazette.
GENERAL CONTEXT
This Agreement constitutes one of the first significant regulatory acts issued by the CNA following its creation and represents a material change in the legal and financial planning of mergers, acquisitions, joint ventures, and corporate restructurings intended to be carried out in Mexico.
Specifically, the Agreement establishes that the applicable fees will be determined based on the Estimated Maximum Value of the transaction in Mexico (“VME”), regardless of whether the final resolution consists of an authorization, a conditional authorization, or an objection.
In general terms, the fees for the review and, as applicable, authorization of concentrations are as follows:
- The minimum fee is approximately $882,158.00 Mexican pesos.
- The maximum fee may reach $6,015,098.00 Mexican pesos for higher-value transactions.
The fees must be paid at the time the merger control notification is filed, and such amounts are non-refundable in the event the transaction is not authorized.
In certain cases, the CNA is entitled to require additional payments if the actual value of the transaction exceeds the value initially declared.
PRACTICAL IMPLICATIONS FOR COMPANIES
This change has relevant effects that should be considered from the early stages of any transaction:
- Transaction financial planning.-Merger control is no longer merely a regulatory formality and has become a direct and material transaction cost, which must be budgeted from the structuring phase.
- Importance of accurately estimating the VME.- The Agreement requires that the value of the transaction be justified under oath. An incorrect valuation may result not only in the obligation to pay additional amounts, but also in legal consequences arising from false statements. This change imposes significant economic, regulatory, and legal burdens on economic agents.
- Increased emphasis on the preliminary (ex ante) phase.- The CNA reinforces the preventive nature of merger control. In practical terms, closing a transaction without authorization or minimizing the regulatory analysis may give rise to significant economic and legal contingencies.
In addition to the amount of the fees and the practical and legal implications of the Agreement, it is evident that the competition authority seeks to consolidate itself as a technical authority with a robust merger control regime.
For economic agents, this reinforces the need to anticipate competition law analysis from the very design stage of the transaction, rather than treating it as a subsequent review.
At Cuesta Campos, we have extensive experience advising domestic and multinational companies in merger control proceedings and competition law compliance, both at the planning stage and throughout the process before the authority. In the context of the new fee scheme implemented by the National Antimonopoly Commission, it is critical to anticipate the regulatory and economic impact of each transaction, as well as to properly define its value and notification strategy.
Contact
Azucena Marín
Héctor Mercado
THE ABOVE IS PROVIDED AS GENERAL INFORMATION PREPARED BY PROFESSIONALS WITH REGARD TO THE SUBJECT MATTER. THIS DOCUMENT ONLY REFERS TO THE APPLICABLE LAW IN MEXICO. WHILE EVERY EFFORT HAS BEEN MADE TO ENSURE ACCURACY, NO RESPONSIBILITY CAN BE ACCEPTED FOR ERRORS OR OMISSIONS. THE INFORMATION CONTAINED HEREIN SHOULD NOT BE RELIED ON AS LEGAL, ACCOUNTING OR PROFESSIONAL ADVICE BEING RENDERED.
