"Mexico Business Opportunities
And Legal Framework"




SENSITIVE AREAS

The following is a selection of possible problem areas often not given the attention merited when planning an investment in Mexico and which could suddenly become critical in the course of operations.



ZONING

Most municipalities within Mexico have areas designated for residential, commercial, office and industrial purposes, and each state has the authority to enact administrative general rules for their operation. In most states the rules require an operations license issued from the corresponding municipality and in those cases when the license is not required, depending on the type of establishment, an opening notice must be given.

For example, in the Federal District, hotels, restaurants and sport clubs require an operations license, whereas only a notice of opening is required for the operation of an office or a commercial establishment.

Several official documents are required to obtain the operations license, such as a zoning permit, license for the use and occupancy of the premises, construction permit and authorization from the health authorities.

In the case of an opening notice, it is necessary to file some of the above mentioned documents.

The municipality can close and/or impose fines on those establishments operating without the required operations license or failing to file the opening notice.





ENVIRONMENTAL REGULATION

Environmental regulation is a relatively new and significant area of concern for businesses with operations in Mexico.

During 1982, the Ministry for Urban Development and Ecology was created with the purpose of regulating urban development, housing, use of land and ecology; it was substituted in May, 1992, by the Ministry of Social Development.

On December 28, 1994, the Organic Law for the Federal Public Administration was amended creating a new Ministry of Environment, which includes the National Institute of Ecology and the Environmental Protection Agency. While the Institute is basically in charge of formulating regulations and legislation, the Agency is in charge of enforcement.

In 1988, Mexico enacted the Environmental Law with the purpose of defining the environmental policy and regulation; preserving and restoring the environment; establishing environmental protection areas for flora and aquatic and wild fauna; promoting rational use of natural resources; preventing and controlling water, soil and air pollution and regulating the competence of the federal, state and municipal authorities regarding the environment.

The Law is divided into six titles which address: general dispositions, protected natural areas, rational use of natural elements, protection of the environment, social participation and safety and control measures and sanctions. The Law defines the faculties of federal and local authorities, granting federal authorities competence in the development of the national ecology policy, enforcement of federal regulations, drafting of technical standards, and drafting legislation regarding hazardous activities and toxic wastes. State and municipal governments are charged with developing state environmental policy, the standards of which must be equal or above federal policy; regulation of non-hazardous activities; and regulation, handling and disposition of solid non-toxic wastes; prevention and control of activities within their respective territory, and regulation of water discharges to non-federal bodies of water.

The Law is supplemented by the Regulations on: Environmental Impact, Toxic Wastes, Prevention and Control of the Atmospheric Pollution, Vehicles circulating in Mexico City and the Metropolitan Area, and Generation of Noise. In addition to the Law and Regulations, 21 of the 31 Mexican states have adopted their own environmental laws.

The environmental legislation also includes the technical standards determining the parameters to secure health of the population and preservation and restoration of the ecological equilibrium and the protection to the environment.

There are other relevant laws which contain dispositions on specific subjects related to the environment, such as, the Health Law which regulates the negative effects of the environment as an influence on human health, the Communications Law which provides that the establishment and exploitation of general means and ways of communication must be made in a manner not affecting the ecosystems and the ecological equilibrium, and the Law of Population Centers which provides that population centers must be established taking into account the prevention, control and monitoring of ecological risks and emergencies and the preservation and improvement of the environment, among others.

Environmental impact

Before initiating operations, any person engaged in the execution of public or private activities that may cause ecological imbalances or exceed the limits established in the Law or in the standards, must file an Environmental Impact Statement with the Ministry of Environment, or with state and municipal authorities.

This statement is a document based on technical studies, outlining the significant and potential environmental impact that may be caused by a project or an activity, is filed with the environmental authorities along with the manner to avoid or diminish such impact.

The Ministry of Environment is the competent authority to evaluate the environmental impact caused by the following activities, considered federal jurisdiction: those related to federal public constructions; hydraulic systems; general ways of communication; pipelines and carbolines; chemical, petrochemical, siderurgy, paper, sugar, beverages, cement, automotive and electric power generation and transmission industries; exploration, extraction, treatment of mineral and non-mineral substances; installation, treatment and disposal of toxic waste; tourism developments in federal areas; radioactive waste treatment or disposal facilities; exploitation of forests; hazardous activities; and any activity that may cause ecological imbalance in two or more states, countries or international jurisdiction zones.

There are three levels of Environmental Impact Statements: general, intermediate or specific. A general impact statement must be filed regarding the activities mentioned in the preceding paragraph, intermediate or specific statements must be filed only upon request of the authorities when the characteristics of the construction or activity, or its magnitude or impact on the environment, require more precise information.

Once filed, the authority may authorize, modify or reject the performance of said activity.

If the applicant considers that the construction or activity will not cause environmental imbalance nor that the corresponding standards will be exceeded, a preventive report may be filed before initiating activities.

In the case of hazardous activities, it is also necessary to submit a risk study with a description of the activity to be performed, the risk that said activity represents to the environment, and the preventive and corrective technical safety measures to be taken in case of an accident during normal operations.

Local authorities will be competent in those activities not reserved to the Ministry of Environment.

Air emissions

Air emissions to the atmosphere are released either by fixed or mobile sources.

Fixed sources

All facilities releasing pollutants to the atmosphere located in a fixed place in which industrial, commercial and service activities are performed, are considered as fixed sources and their emissions must not exceed the maximum levels established in the corresponding standards.

Fixed sources must comply with several requirements, such as maintaining systems and equipment to control atmospheric emissions, keeping an inventory of emissions and installing measuring equipment.

The regulation considers the following to be within federal jurisdiction: a) constructions; commercial or industrial or services activities performed by federal public administration entities; b) industries related to asbestos, chemistry, petrochemicals, siderurgy, paper, sugar, beverages, cement, automotive industry and generation and transmission of electricity; c) industries located within the metropolitan area; d) activities located in one state that may pollute other states; e) activities that may pollute other countries; f) vehicles before they leave the plant; g) federal public transport; and h) any other which may require the intervention of the Federal Government. These fixed sources require an operations license from the Ministry of Environment.

Once the operations license has been obtained, the holder must submit to the Ministry of Environment, during the month of February of each year, an inventory with information regarding the company and its operations.

When applicable, the facility must comply with local or municipal requirements.

Mobile sources

The Law includes mobile sources which must comply with the limits established in the corresponding standards.

Vehicles rendering federal public transportation services must comply with emission control standards. Passenger vehicles in Mexico City and the metropolitan area must comply with a verification program carried out twice a year and are barred from circulating once a week depending on their license plate number.

Water pollution

The discharge of residual waters into any body of water or on terrain is subject to authorization of the National Water Commission. If discharges are made into the sewer system, the authorization must be obtained from the municipal authorities, unless toxic wastes are discharged, in which case, the Ministry of Environment would be the competent authority. Industries with water discharges must also comply with the corresponding technical standards.

Hazardous materials and toxic wastes

Hazardous materials and toxic wastes are considered as such depending on their toxicity, reactivity, flammability, and corrosiveness or if included in the list of the corresponding technical standards.

Toxic wastes, as determined by applicable official technical standards, generated from a transformation or production process, must be disposed of pursuant to applicable regulations. If toxic waste results from processing imported materials under temporary import permits and finished products are exported, such toxic wastes must be returned to the country of origin.

Individuals or companies intending to construct or perform public or private activities that may generate, or in which the handling of toxic wastes are involved, must obtain authorization from the Ministry of Environment, and comply with the following:

a) register in the Registry for toxic waste generating companies, controlled by the Ministry of Environment;

b) keep a monthly record of all toxic wastes generated;

c) handle and dispose of the toxic wastes in accordance with the corresponding standards; and

d) prepare a semi-annual report containing all the movements of toxic wastes.

Transport, storage and final disposal of toxic wastes or rendering of related services are subject to authorization from the Ministry of Environment in addition to compliance with any other health or hygiene regulations.

The generator of toxic waste may contract handling services with any company authorized to render such services which must comply with the respective standards.

Vehicles utilized for transport of hazardous materials and toxic wastes must comply with the requirements established by the Ministry of Communications contained in the Regulations for the Land Transport of Toxic Materials and Wastes.

All importers and exporters of hazardous materials must file a declaration to obtain the necessary authorization (Ecological Guide) from the Ministry of Environment, and must guarantee compliance with the relevant regulations and indemnification of the damages that may be caused, either in Mexico or abroad, by posting a bond.

Other pollutants

The emission of noise, vibrations, thermic and luminous energy, odors and visual pollution is subject to compliance with the corresponding standards. The Ministry of Health may conduct visits and inspections to determine whether any of these emissions are hazardous to human health.

Inspection and sanctions

The competent authorities, who must have a written order issued by the Verification Unit of the Environmental Protection Agency, may perform inspection visits to verify fulfillment of the Law, regulations and technical standards. Once the inspection has taken place, the inspector must issue an inspection report which is the basis for the application of sanctions, if any.

In case of non-compliance, sanctions range from seizure of pollutant substances, partial or total, temporary or definitive closing, fines, administrative arrest, cancellation of authorizations or imprisonment for up to six years.

Mexico, however, lacks adequate environmental enforcement personnel to enforce the Law throughout the country. To foster compliance, Mexico has instituted a system of voluntary self-inspections supported by random government audits.





COMPETITION LAW

The Competition Law effective as of June 1993, is a new antitrust and unfair trade practices law. The Competition Law is the first comprehensive legal regime for the protection and promotion of full and open competition in Mexico. The Law also establishes an autonomous administrative body, the Competition Commission, to enforce the Law, conduct investigations, issue administrative rulings, and prohibit anticompetitive market practices. The Competition Law is divided into two principal areas: monopolistic market practices and mergers and acquisitions.

Monopolistic practices

The Law prohibits so-called, a) "absolute" monopolistic conduct, such as agreements among competitors to fix prices, restrict production and distribution of goods or services, divide markets or rig bids on contracts; and b) "relative" monopolistic practices which consist of vertical agreements, i.e., among non-competing businesses with substantial market power for the purpose of unfairly driving competitors from the market. These include market allocation agreements, resale price maintenance, and "tie-in" arrangements.

A "relative monopolistic practice" will be sanctioned if it is proven that the responsible party has substantial power in the relevant market and the practice relates to goods or services corresponding to such relevant market.

The relevant market will be determined taking into account the possibility of substituting the product or service, acquisition costs, opening of the economy to foreign markets and restrictions of access to alternate suppliers or to other markets.

Substantial power is considered, among others, as having the ability to fix prices unilaterally, depending on the strength of competitors, the existence of barriers to the entry of products, and recent behavior.

The Law's distinction between "absolute" and "relative" anticompetitive practices is roughly analogous to the distinction in U.S. antitrust law between "per se" violations and market practices subject to analysis under the "rule of reason."

Sanctions for engaging in an absolute monopolistic practice may be up to the equivalent of 375,000 times the minimum daily wage in Mexico City, currently N$18.30 (N$6,862,500 or US$980,357 (exchange rate of N$7.00/US), and for engaging in a relative monopolistic practice up to the equivalent of 225,000 times the minimum wage in Mexico City (N$4,117,500 or US$588,214).

Mergers and acquisitions

The other principal area of concern under the Law is merger regulation. The Commission has broad authority to dissolve a completed merger, order a purchaser to dispose of all or some of the purchased assets or shares, or block the parties from proceeding with all or part of a proposed merger when the enforcement agency determines that a proposed merger lessens, impairs or hampers competition in a relevant product or geographic market. In making such a determination, the Commission considers a number of factors, including the degree of concentration in the market, barriers to entry of competing firms, the availability of substitute products, whether the transaction would give the resulting entity the power to set prices or restrict output unilaterally, and any other factor relevant to competition.

The Law also contains a pre-merger notification regime which is triggered if one of three thresholds is met:

a) the value of the transaction is the equivalent of twelve million times the general minimum daily wage in effect in the Federal District or more (currently N$18.30 per day), that is, the equivalent of N$219,000,000 (US$31.2 million at the exchange rate of N$7.00 per dollar);

b) the transaction involves the accumulation of 35% or more, of the assets or shares of a business with assets, or shares, in excess of the amount of N$219,000,000 as determined in a) above; or

c) when merger partners' joint assets or annual sales exceed forty-eight million times the general minimum daily wage in effect in the Federal District, and the transaction involves the additional accumulation of assets exceeding the equivalent of forty-eight million times the general minimum daily wage in effect in the Federal District.

The initial notification filing must include a copy of the proposed agreement, the most recent financial statements of the parties, their market share, and "any other data" relevant to the Commission's evaluation of the proposed merger. The Commission may request additional information within 20 days after receipt of the initial notification, to which the interested parties must respond within 15 days. The Commission is obliged to make its determination within 45 days from the date of receipt of the additional information. If it fails to render a decision within the statutory time period, it is deemed to have consented to the transaction.

Once a transaction has been approved, it may no longer be challenged except on the grounds that the parties provided false information to the Commission.





CONSUMER PROTECTION

The Consumer Protection Law is very strict and protective of consumers in their commercial relationships with suppliers. A supplier is defined by the law as any person who temporarily or permanently offers, distributes, sells, leases or grants the use or benefit of goods, products, or services. According to this definition, the supplier may be the manufacturer of products, a distributor, or even a sales person.

Suppliers of goods and services must respect their prices, guarantees, terms and conditions of the corresponding operation; they shall also respect prices and tariffs agreed to with the Ministry of Commerce (See No. 2. below), and shall not use misleading or erroneous publicity.

Consumers may present a claim either to the manufacturer or the seller of a product if, for example, the product does not correspond to the terms offered; its net content or amount delivered is less than what is indicated in the package or container; or if once repaired, the product is not adequate for its normal use or destiny, within the period of the guarantee.

In such case consumers are entitled to receive a substitute product, a discount or refund of the amount paid, at their option, to be paid by the supplier or distributor. In turn, the seller or distributor, sanctioned, may obtain reimbursement from the person who sold the product or from the manufacturer, who shall pay the cost of repair or of substitution, except if the cause of the claim is attributable to the consumer or the supplier.

When a supplier hampers or damages the rights of a consumer under the Law, the latter may bring an administrative action before the Consumer Protection Agency acting as conciliator and arbiter, or may initiate an action directly before Mexican courts. The Agency, as a sanction, may close the establishment and may impose fines up to the equivalent of 2,500 times the minimum daily wage in effect in the Federal District (currently at N$18.30 per day, therefore the fine might amount to N$45,750 or US$6,536 at N$7/US Dollar). In case of reoccurrence the fine can amount to twice this figure.

Suppliers who render maintenance or repair services shall indemnify the consumer if the product is lost or damaged in such a way that it is no longer useful for the purpose for which it is destined due to the deficiency in the service.

If a product or service may be considered dangerous for the consumer or the environment, or when its dangerousness can be predetermined, the supplier shall include instructions describing characteristics, potential effects and recommended use of the product or service. The supplier will be liable for the damages caused for failure to comply with this disposition.

A supplier who uses legends restricting or limiting the use of the product or the service must clearly state the limitations or restrictions truthfully and without ambiguities. Legends regarding "warranties" can only be used if they describe their coverage and the procedure to be effective.

Said guarantees shall be in writing, shall specify their duration, conditions and mechanisms to make them effective and shall be delivered to the consumer upon receipt of the goods or service.

Guarantees may not be inferior to those determined by applicable dispositions, and may not include conditions or limitations reducing the legal rights of the consumer, who may demand compliance thereof by the manufacturer or by the importer of the goods or the service provider, as well as by the distributor, except, if one of them or a third party, in writing, has assumed this obligation.

Suppliers must respond to the substitution of spare parts and of repairs during the term of the guarantee. The Ministry of Commerce may require certain products be covered with a guarantee of longer duration with respect to the supply of spare parts, taking into account the life of the product.

The Law contains a specific chapter regulating adhesion contracts (drafted by one party which may not be negotiated by the other party). Said agreements shall be in Spanish. The Ministry of Commerce may determine, through compulsory official standards, that certain agreements of this type be registered at the Agency when they contain disproportionate or abusive obligations for the consumers. Failure to register a contract when a standard requires its registration will entail an economic fine to the responsible party.

Product liability

Mexican law does not contain specific provisions governing product liability. Notwithstanding the protection granted under the Consumer Protection Law (See paragraph D immediately above), the local Civil Codes provide general rules applicable to damages, either to persons or their property, which encompass those caused by products. For example, the Civil Code of the Federal District states: a) that those persons who, acting illegally or against good customs, cause damage have to indemnify unless it is proven that the damage was caused as a consequence of fault or negligence of the injured party; and b) that if a person uses apparatus, instruments, mechanisms or dangerous substances (explosive or flammable, for example) he has to repair the damage caused unless it is proven that the damage was caused as a consequence of fault or negligence of the injured party.

The damage shall be repaired either by reestablishing the prior situation or by indemnifying. Note that Mexican law does not include some of the damage concepts developed in Anglosaxon law, and therefore damages award are in general low by comparison.

Price Control

Consistent with Mexico's deregulation policy, only a limited number of products are subject to price control, such as products of general consumption indispensable for nutrition of the population, i.e., bread, corn, tortillas, sugar and milk; electricity which is a public service granted by the Federal Government; gas and water subject to controlled tariffs, and oil and gasoline.

Prices of public transportation services such as buses, the metro, collective transportation and taxi cabs are also controlled by the government.

The Ministry of Commerce may enter into agreements with private entities, such as Chambers of Industry and Commerce and companies to limit increases in prices for the benefit of consumers. These agreements only bind the parties and are not mandatory for those companies or members of the chamber who are not signatories of the respective agreements.