On March 26, 2024, a decree was published in the Mexican Federal Official Gazette amending, adding, and repealing certain provisions of the General Law on Negotiable Instruments and Credit Transactions and the General Law of Ancillary Credit Organizations and Activities regarding electronic negotiable instruments (the "Reform Decree").
What is the purpose of the Reform Decree?
The Reform Decree includes the following changes: (i) incorporation of the electronic negotiable instruments modality, (ii) repeal of the pledge bonds (bonos de prenda), and (iii) issuance and use of electronic commercial deposit certificates (certificados de depósito electrónicos).
When was the Reform Decree published and when will it become effective?
The Reform Decree was published on March 26, 2024, and became effective on March 27, 2024, subject to transitory provisions as further described below.
Incorporation of the Electronic Negotiable Instruments Modality
The Reform Decree incorporates the ability to subscribe and issue negotiable instruments through the use of electronic or optical means, or through any other technology using an information system,1 with the purpose of generating, transmitting, receiving, delivering or processing data messages in accordance with the applicable provisions of the Mexican Commercial Code.2 Such negotiable instruments will have the same validity, effectiveness and enforceability as a credit instrument that has been physically subscribed or issued.
What will be the form in which the negotiable instruments will be issued and subscribed?
The Reform Decree provides that all activities related to the issuance, transmission, collection, opposition, guarantee (aval) and extinction of electronic negotiable instruments must be performed through the pre-established information system, which must comply with specific requirements depending on the type of electronic negotiable instrument.
For electronic negotiable instruments to be enforceable, they must maintain its integrity and availability, provided that the integrity of such instruments will exist if their content is complete, unaltered, and available from the moment of issuance or subscription. Said integrity and availability shall be presumed if such negotiable instruments can be found in the information system. Additionally, if a physical signature is required for the issuance or subscription of the negotiable instruments, the electronic signature shall have the same validity as long as it complies with the requirements of the Mexican Commercial Code for the electronic signature to be attributable to the person indicated in the instruments.3
The Reform Decree does not require that the electronic signature adopts any specific modality of those provided for in the Commercial Code (i.e., simple electronic signature or advanced electronic signature), except for commercial certificates of deposit, which are required to be signed using an advanced electronic signature (which must comply with certain security, reliability, and integrity requirements, providing greater legal certainty to such means of signature).
Transfer and circulation of electronic negotiable instruments
Regarding the transfer of negotiable instruments, giving their special nature and features, the Reform Decree provides as follows:
- Any person(s) included as holders of the electronic negotiable instruments or digital file will have title thereto, and in order to exercise their rights contained therein, the electronic negotiable instrument must be produced through the information system where such document is located.
- For the validity of endorsements (endoso) and guarantees (avales) of negotiable instruments, they: (i) must be undoubtedly related to the issued negotiable instrument, (ii) shall be executed through the corresponding information systems, and (iii) will be deemed to be delivered once such operation is recorded in the same system. Additionally, the continuity of the endorsements must be identified in the same information system for their verification.
- Opposition and enforceability procedures of negotiable instruments will be the same as those applicable to negotiable instruments that are physically issued or subscribed.
Additionally, it is important to mention that the requirements for the issuance or subscription of negotiable instruments will not replace the existing requirements applicable to their issuance, depending on the type of electronic credit instrument.4
Repeal of Pledge Bonds (Bonos de Prenda)
Pledge Bonds, which are instruments evidencing the creation of a pledge of assets located in a general deposit warehouse (almacenes generales de depósito) was repealed by the Reform Decree. Under the Reform Decree, if a pledge is created on assets located in a general deposit warehouse, the pledge will be documented in the corresponding commercial deposit certificate, and such certificate shall include the information required by the applicable provisions.
Issuance and Use of Commercial Deposit Certificates (Certificados de Depósito)
Where will the registry of electronic commercial deposit certificates take place?
Pursuant to the Reform Decree, as of September 26, 2025, all commercial deposit certificates must be exclusively issued electronically, and must be registered in a new electronic cryptographic system called Sole Registry of Certificates, Warehouses and Goods ("RUCAM", as per its acronym in Spanish) which must contain the advanced electronic signature of the legal representative of the general deposit warehouse issuing it. However, if the general deposit warehouse has not registered the commercial certificates of deposit in the RUCAM, the validity of the deposit of such goods will not be affected, nor the rights that the holders have with respect to them and, therefore, their effects will be merely declarative.
The RUCAM will be public, the Ministry of Economy will oversee it and will be used by the general deposit warehouses for the registration, control, and supervision of the assets for which they are depositaries. The Ministry of Economy and the general deposit warehouses will be responsible for setting minimum security standards to ensure the confidentiality, integrity and availability of the information contained therein.
Ownership and release of the assets of the General Deposit Warehouses
Once the assets have been registered in the RUCAM, the legitimate holder of a commercial deposit certificate will have full ownership over the deposited assets, being able to sell them or, as the case may be, transfer title to such certificates to the debtors. The payments to which the holder is entitled to collect must be requested from the debtor by means of the RUCAM and, upon the total settlement of the debt, title to the commercial deposit certificate will be transferred to the debtor. If the commodities or goods held in the general deposit warehouses are to be sold through an auction, a notice of such auction must be given through the RUCAM.
What will happen to previously issued and outstanding pledge bonds and commercial certificates of deposit?
Commercial deposit certificates and pledge bonds issued prior to the effectiveness of the Reform Decree will remain valid until their cancellation. The governing law in effect at the time of their last negotiation will be applicable to such bonds. Such commercial deposit certificates may be replaced by electronic negotiable instruments as governed under the Reform Decree.
Transitory provisions
Although the Reform Decree became effective on March 27, 2024, the Federal Executive and the Mexican National Banking and Securities Commission will have 180 business days from such effective date to adjust the necessary regulations and provisions in accordance with the Reform Decree.
Additionally, general deposit warehouses must amend their operation to allow for the issuance of electronic commercial deposit certificates no later than 18 months after the date of effectiveness of the Reform Decree. Before the expiration of such term, or until the adoption of the issuance of electronic commercial certificates of deposit prior to such term, general deposit warehouses may continue issuing commercial deposit certificates in physical form, in order to guarantee the continuity of the certification service.
This Client Alert was prepared with the assistance of Santiago Ángeles.
1 As established in article 89 of the Mexican Commercial Code, an information system means any system that is used to generate, deliver, file or process in any way Data Messages.
2 Articles 89 to 114 of the Mexican Commercial Code.
3 Articles 96 to 99 of the Mexican Commercial Code.
4 E.g., the "Circular 36/2020" issued by the Mexican Central Bank (Banco de México) with respect to issuance of electronic securities that are electronically deposited in S.D. Indeval, S.A. Institución para el Depósito de Valores' information system.
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