Services / M&A and joint ventures

M&A & Joint Ventures in Mexico

The fastest way into Mexico is sometimes a company you buy.

For Canadian and US companies entering Mexico.

You buy the company, and everything it already is.

An operation already running in Mexico, with a trained workforce, an active IMMEX registration and customers buying, can put you in market in a quarter, where a greenfield build takes two years. Sometimes the faster, lower-risk way in is to buy a company or partner with one.

the economics

What the decision is worth, before you commit.

$14.5B

M&A deal value in Mexico, first seven months of 2025

49%

Foreign-ownership cap in restricted-list activities, where a local partner is the way in

Business days to register foreign investment with the RNIE after the deal closes

When buying or partnering beats building

An acquisition can hand you, on closing day:

A trained team you would otherwise spend a year hiring
Real estate in a proven hub
An active padrón de importadores and IMMEX registration
Open banking and existing customers
Output that already qualifies under USMCA rules of origin

A joint venture buys access instead: a local partner's distribution, regulatory standing and relationships, with shared capital. You trade some control, so it gets engineered into the agreement before anyone shakes hands. A build still wins when the process is proprietary or no acceptable target exists.

What this work covers

One process, from the first screen to integration:

Targets: identification and screening against your sector and thesis
Structure: share or asset purchase, RNIE registration, tax and transfer pricing
Diligence: valuation support plus legal, financial, labor and customs review
Joint ventures: governance, deadlock, minority protections, capital calls and exit
Partners: selection and vetting on fit and control
Capital: banking, private-equity and venture introductions on both sides of the border
Integration: the labor, customs, entity and systems plan after close

Where these deals leak

Three failures recur, and each is avoidable on paper:

Building by reflex: a two-year build when a one-quarter acquisition was available
A partner chosen for convenience: the one part of the entry you cannot cleanly unwind
No integration plan: liabilities that surface after the money has moved

Under substitución patronal, severance, seniority and any inherited collective contract transfer with the workforce. A REPSE registration can lapse on a change of control, and a customs padrón may not survive it.

Structuring the deal and the partnership

A share purchase buys the company whole, usually with its padrones and IMMEX registration, plus its labor history and tax exposure. An asset purchase walls off those liabilities but may leave the registrations to be rebuilt. Diligence on labor, REPSE, customs and USMCA origin, IP, transfer pricing and permanent establishment decides which fits, before you sign.

A joint venture gets the same discipline on control, deadlock, the apoderado or the board, minority protections and exit. In Mexico the relationship is built through people over time, and the agreement exists to protect it.

frequently asked questions

When does buying or partnering beat building greenfield in Mexico?

When speed, an existing workforce or a local relationship matters more than a clean sheet, since a build can take eighteen to twenty-four months to reach what a running operation already has. Greenfield still wins when the process is proprietary or no acceptable target exists.

Should I acquire a company or form a joint venture?

An acquisition gives you control and the whole asset, and a joint venture gives you a local partner's distribution, regulatory standing and shared capital risk. It comes down to whether you need what the partner holds more than control, with the JV governance built before the handshake.

What is the difference between a share purchase and an asset purchase in Mexico?

A share purchase buys the company whole, liabilities included, and usually keeps the padrones and the IMMEX registration. An asset purchase ring-fences those liabilities but may leave the customs and trade registrations to be rebuilt.

What gets missed in cross-border deals in Mexico?

Post-close integration: labor liabilities transfer with the workforce under substitución patronal, a REPSE registration can lapse and a customs padrón may not survive the change of control. The integration plan belongs inside the deal.

The cheapest way into Mexico is often a company already running in it, and the work is pricing what transfers with the deal before you sign.

Calder & Vale