What the CNBV is and what it supervises: a guide for issuers

The CNBV (National Banking and Securities Commission) is the deconcentrated body of the Ministry of Finance and Public Credit that authorizes, regulates, supervises, and sanctions entities in the Mexican financial system. It supervises, among others, banks, broker-dealers, investment funds, and authorized fintechs. For an issuer, its decisive function is the National Securities Registry (RNV): without registration in it, securities cannot be offered to the public in Mexico (art. 1 of the CNBV Law; arts. 7 and 70 of the Securities Market Law (LMV)).

This guide is for companies considering raising capital in Mexico. At the end, we compare the CNBV with Spain's CNMV.

What the CNBV is and where its powers come from

The CNBV is governed by the Law of the National Banking and Securities Commission, published in the DOF on April 28, 1995. It is a deconcentrated body of the Ministry of Finance with technical autonomy and executive powers (art. 1 LCNBV).

Its purpose is to supervise and regulate entities in the financial system to seek their stability and proper operation, protecting the interests of the public. It also supervises natural persons and legal entities that are not financial entities when they carry out activities provided for in financial laws (art. 2 LCNBV).

The powers under art. 4 of its law are grouped into five blocks:

• Authorize the incorporation and operation of the entities designated by law, and revoke those authorizations (section XI).
• Regulate through prudential rules, transaction record rules and periodic reporting rules (sections II to V).
• Supervise entities and issuers with securities registered in the RNV, regarding their obligations under the Securities Market Law (sections I and XXX).
• Investigate and sanction, with inspection visits, suspension of operations or closure of anyone operating without authorization, and administrative sanctions (sections XVI, XVII and XIX).
• Keep the RNV, authorize, suspend or cancel registrations and certify its entries (sections XXVIII and XXIX).

Criterion: if you carry out an activity without authorization that requires it under a financial law, the CNBV may investigate you, suspend you, or shut down your offices even if you are not a financial entity (art. 4, secs. XVI and XVII, LCNBV).

What entities does the CNBV supervise

The law lists the entities subject to the CNBV. Grouped by sector, they are these (arts. 3, sec. IV, and 4 LCNBV):

The CNBV is not the only financial authority: the Bank of Mexico determines which virtual assets authorized fintechs may operate with and must authorize those operations (art. 30 of the Law to Regulate Financial Technology Institutions).

Criterion: the CNBV supervising an entity does not mean it endorses each product or each issuance. Always ask what specific authorization it has and for what activity.

The National Securities Registry: what registering an issuance involves

The RNV is public and is managed by the CNBV. Securities subject to public offering and intermediation in the securities market are registered there, as are investment funds (art. 70 LMV).

Securities offered to the public in Mexico must be registered with the RNV. A public offering is an offer made in national territory through mass media and to an unspecified person (arts. 2, sec. XVIII, and 7 LMV).

Without registration, the LMV only permits private offerings: if it is directed only to institutional or qualified investors, if it offers shares to fewer than one hundred people, if it is an employee plan, if it is directed to the shareholders of a company that operates mainly with them, or if the CNBV authorizes it (art. 8 LMV).

Registering an issuance creates obligations before and after its placement:

• Before: the application includes the articles of incorporation and their amendments, the offering prospectus, financial statements audited by an external auditor, an independent legal opinion, and, for debt, at least one credit rating (art. 85 LMV).
• After: the issuer reports the resolutions of its corporate bodies, quarterly financial statements, an audited annual report, its restructurings, and its material events (art. 104 LMV).
• In corporate governance: if it registers shares, the company becomes a listed corporation, except in the simplified registration (arts. 10, sec. II, and 22 LMV).

Registration has declaratory effects. It does not validate void acts or certify the quality of the securities or the solvency of the issuer, and the prospectus must state this in a visible notice (arts. 79 and 86 LMV).

Simplified registration has existed since the reform published in the DOF on December 28, 2023. It is limited to institutional or qualified investors and to the maximum amounts set by the CNBV, a favorable opinion from the exchange is sufficient, and the CNBV does not review the documentation. The simplified issuer is not subject to CNBV supervision by virtue of that registration (arts. 70 Bis, 86 Bis, and 90 Bis LMV).

If a Mexican legal entity offers its securities abroad, the offering must be notified to the CNBV (art. 7 LMV).

Example: the same round with two instruments

A SAPI wants to raise 30 million pesos from 60 people in its network who are not qualified investors, without public advertising.

• If it offers shares, it falls under the private offering to fewer than one hundred people and does not need to register them with the RNV (art. 8, sec. II, LMV).
• If it offers bonds or commercial paper, that scenario does not work, because it only covers securities representing equity. It would have to target only institutional or qualified investors, or ask the CNBV for authorization for another private offering (art. 8 LMV). Another route, outside the LMV, is to raise funds through an authorized IFC (art. 1, sec. II, LMV; art. 16 Fintech Law).
• If it announces the round on open social media, it risks being considered a public offering and required to register with the RNV. The law defines it by mass media and an unspecified person, without specifying what a mass medium is (arts. 2, sec. XVIII, and 7 LMV).

The guide to the Securities Market Law of Mexico details each route, and the SAPI guide explains how it raises capital. For listed debt, check the CEBURES guide; for real estate or private equity projects, the FIBRA, CKD and CERPI guide.

Criterion: decide the route (public, simplified or private) before drafting documents, because it changes what you will have to submit and report.

ITF and Fintech Law: what the CNBV authorizes

The Law to Regulate Financial Technology Institutions (Fintech Law) was published in the DOF on March 9, 2018. It creates two types of ITF: collective financing institutions (IFC) and electronic payment fund institutions (IFPE) (art. 4, sec. XVI).

An IFC connects investors and applicants to finance with debt, equity, or co-ownership or royalties. An IFPE issues, administers, redeems, and transmits electronic payment funds (arts. 15, 16, and 22 Fintech Law).

Both need authorization from the CNBV, following approval by an Interinstitutional Committee with two representatives from the Ministry of Finance, two from the Bank of Mexico, and two from the CNBV. The CNBV publishes each authorization in the DOF (arts. 11, 35, and 38 Fintech Law).

An authorized ITF must include “collective financing institution” or “electronic payment funds institution” in its name. Except for its associations, no one else may use those expressions, or “ITF,” in its name or advertising (art. 12 Fintech Law).

It must also state on its website, app, advertising and contracts that neither the Federal Government nor state-owned entities guarantee customer funds. To test an innovative model, a company that is not a supervised entity may apply for a temporary authorization of up to two years, renewable for one year (arts. 11 and 80 Fintech Law).

Criterion: if a crowdfunding platform does not include the legal expression in its name or display that notice, verify it before using it to invest or raise funds.

How to check whether an entity is authorized by the CNBV

1. Check the Registry of Supervised Entities. It is linked from the CNBV website on gob.mx. It shows the name, the sectors in which each entity operates and the area that supervises it, but it only includes entities in operation.
2. If it is an ITF, look for its authorization in the DOF. Also check that its name includes the legal expression and that it displays the notice about the lack of government guarantee (arts. 11, 12 and 38 Fintech Law).
3. If it is an issuance, check the RNV on the CNBV portal and the information issuers publish in the STIV-2 system. The prospectus must include the statement that registration does not certify the quality of the securities (art. 86 LMV).
4. If it does not appear, do not assume it is authorized. It may fall under another authority or not be operating. Ask the CNBV itself before handing over money or data.

Criterion: save a dated screenshot of each check, because registries change.

CNBV and CNMV: two different authorities

The CNBV supervises the Mexican financial system. The CNMV (National Securities Market Commission) supervises Spain's securities markets. They do not share a register: a public offering in Mexico requires registration with the RNV even if the securities appear in a CNMV register (art. 7 LMV).

As of October 31, 2026, the CNMV registry shows a single ERIR, URSUS-3 Capital, A.V., S.A., with 23 registered issuances: 19 of bonds and 4 of shares, for €93,685,715. The last one was registered on October 23, 2026. The CNMV itself warns that this registration does not mean it has validated the terms of the issuance or the issuer's information.

HokenFi is software for issuing tokenized securities in Spain under Law 6/2023. It is not a regulated entity, it is not supervised by the CNMV or the CNBV, and it does not advise on the Mexican regime: if your company is considering the Spanish route, the Mexico page explains when it fits.

Common mistakes when dealing with the CNBV

• Interpreting registration with the RNV as an endorsement of the issuance, when it only has declaratory effects (art. 79 LMV).
• Treating a round disseminated on open networks as private (art. 2, section XVIII, LMV).
• Using the assumption of fewer than one hundred people to place debt, when it only covers securities representing equity (art. 8, section II, LMV).
• Presenting oneself as a “collective financing institution” or an “ITF” without authorization (art. 12 Fintech Law).

Rules reviewed as of November 1, 2026: CNBV Law (latest reform published in the DOF on 11-05-2022), Securities Market Law and Fintech Law (DOF 14-11-2025), Law 6/2023 and Royal Decree 815/2023 (consolidated text from the BOE).

Notice: This content is for information and educational purposes. It does not constitute legal, tax or investment advice. Check the current version of the rules in official sources before making decisions.

HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.