MEXICO
NATIONAL REGISTER OF SECURITIES AND INTERMEDIARIES REGULATION

Compiled February 1998
by Foreign Tax Law, Inc.
PO Box 2189
Ormond Beach, Florida 32175-2189 USA
tel. (904) 253-5785
fax (904) 257-3003
e-mail: ftlp@foreignlaw.com
Website: http://www.foreignlaw.com

DISCLAIMER: Though every effort has been made to present the legal texts and information accurately, due to the nature and scope of the material, we cannot be liable for errors, omissions or other problems in the texts. The material offered herein is not a substitute for competent legal assistance by a licensed attorney of the jurisdiction in question.

(Published in the "Diario Official" of Nov. 22, 1979)


NATIONAL REGISTER OF SECURITIES AND INTERMEDIARIES REGULATION

CHAPTER I. THE DEPARTMENT OF THE NATIONAL REGISTRY OF SECURITIES AND INTERMEDIARIES

CHAPTER II. THE ATTRIBUTIONS OF THE REGISTRARS

CHAPTER III. THE FILES OF THE REGISTRY

CHAPTER IV. APPENDICES OF THE REGISTER

CHAPTER V. THE METHOD OF MAKING THE REGISTRY, AMENDMENTS AND CORRECTIONS

CHAPTER VI. PERSONS WHO HAVE A RIGHT TO REQUEST REGISTRATION, MODIFICATIONS AND CORRECTIONS

CHAPTER VII. LEGAL EFFECTS OF REGISTRATION

CHAPTER VIII. SUSPENSIONS AND CANCELLATIONS OF REGISTRATIONS

CHAPTER IX. CONSULTATION OF THE FILES AND CERTIFICATIONS

TRANSITORY PROVISIONS

CHAPTER I. THE DEPARTMENT OF THE NATIONAL REGISTRY OF SECURITIES AND INTERMEDIARIES
ARTICLE 1.
The National Registry of Securities and Intermediaries shall be dependent on the National Commission of Securities and its plant of service shall consist of the holders or those encharged whose number and category shall be determined by the same Commission.

ARTICLE 2.
The Registry shall be located in the offices that occupy the National Commission of Securities in the City of Mexico, Federal District and shall be permanently open to the public for its consultation, on working days from 9:00 AM to 2:00 PM.

ARTICLE 3.
The Registry shall be public and shall be kept in three sections as follows:

Section I: Securities' Section

Section II: Intermediaries' Section

Section III: Special section for securities that are publicly offered abroad which are issued in Mexico or by Mexican legal entities.

ARTICLE 4.
The Securities' Section - Section I, shall be divided into four subsections:

Subsection A: for securities approved for public offering outside the exchange;

Subsection B: for securities approved for public offering and registered on the exchange;

Subsection C: for securities recorded in the terms of Article 15 of the Securities' Market Law; and

Subsection D: for documents in respect to those which are publicly offered, authorizing their holders to credit rights, property rights or to rights of participation in the capital of legal entities.

ARTICLE 5.
The Intermediaries' Section or Section II, shall be divided into four subsections:

Subsection A: for individual securities agents;

Subsection B: for legal entities who are securities agents;

Subsection C: for individuals who are agents of exchange;

Subsection D: for exchange houses.

CHAPTER II. THE ATTRIBUTIONS OF THE REGISTRARS
ARTICLE 6.
Those in charge of the Registry shall have the following duties:

(a) To make registrations, suspensions, cancellations and annotations in each section of the Registry;

(b) To calculate the amount of the shares to be registered, as well as those proceeding from their countersignatures and inspection and auditing services that the National Commission of Securities renders to issuing companies and intermediaries, in accordance with the rates in force;

(c) To authorize with their signature the registrations, suspensions, cancellations and the marginal annotations that come into the files of the Registry, and to initial the certifications, records and offices that are issued for the purpose of registration of any act;

(d) To permit the public to consult the files and appendices of the Registry;

(e) To make certified copies of the registrations, suspensions, cancellations and marginal annotations which are in the files of the Registry and of the data contained in its appendices, as well as certifications of entries of any kind or of determined kind on specific securities or corresponding to any intermediary which do not exist;

(f) To take care that the documents and information are exact and in conformity with the entries and other annotations which are made in the files;

(g) To formulate and maintain in an up- to- date manner the list of securities and intermediaries registered in the Registry. That list shall be published in the "Diario Oficial" of the Federation once a year during the month of January, and each month changes shall be published.

ARTICLE 7.
Once the registration or the suspensions and cancellations are made, the person in charge of the Registry shall make out the records and the documents which must be sent to the interested party and, if necessary, to the securities exchange and authorities concerned with the act of registration, which documents shall be signed by the President or by one of the Vice- Presidents of the National Commission of Securities.

CHAPTER III. THE FILES OF THE REGISTRY
ARTICLE 8.
Each file shall express on its cover the section and subsection that it belongs to, the relative number as well as the name or trade name of the issuing person or intermediary with which it deals.

ARTICLE 9.
The files shall be distributed into two parts designated first and second, each one made up of pages which must be numbered. The first part shall be used for the registrations, suspensions and cancellations, and the second shall be used for the marginal annotations.

In addition, the files of the Securities Section shall contain an annexed appendix with the characteristics set forth in the following chapter.

CHAPTER IV. APPENDICES OF THE REGISTER
ARTICLE 10.
In the Securities Section, to each file shall be added an appendix which shall contain the following information:

(a) Company Aspects:

1. Domicile and address of the principal offices of the issuing entity.

2. Name of those who make up the Administration Board and deputies, as well as their alternates.

3. Name or trade name of the persons or companies who own 15% or more of the capital stock of the issuing company.

4. Tax assessments on the assets of the company when they amount to 20% or more of the capital, as well as the payment of such assessments.

5. Published convocations for the celebration of General or Special Assemblies of Shareholders or of holders or other securities.

6. Report on the coupons annexed to the titles of their securities and rights which holders may exercise.

7. Percentage of foreign participation which the company may legally and statutorily admit, specifying the Series or Subseries which are held exclusively for Mexicans and those which may be freely subscribed.

8. If such is the case, an indication of whether 20% or more of its capital is invested in other companies.

9. Principal activity of the issuing company.

10. Dates of the beginning and end of its fiscal year.

11. Rights granted and obligations imposed on holders of shares, and, if such is the case, the limitations on the right to vote. In particular, a summary of the statutory norms that shall modify the legal system referring to:

1. Quorums of assistance and resolution for the General Assembly of Shareholders;

2. Minority rights for designating administrators and deputies;

3. Rules for exercising the rights of associates to withdraw;

4. Procedure for exercising the right of preference in cases of increase of the capital stock;

5. When special rights are reserved to holders of preferred shares or to holders of other share classes, that shall be recorded in the National Registry of Securities and Intermediaries.

12. Authorizations granted to the securities of the issuing company.

(b) Market Aspects:

1. Public offerings of shares, with the following data:

1. Nature of the offering (primary or secondary);

2. Total amount of the offering, setting forth the number of shares and the percent that they represent of the capital stock;

3. Period of offering;

4. Price of placement;

5. Trade name of the Intermediary who registered the placement;

6. Trade name of the members of the Investment Syndicate;

7. Number and date of authorization of the offering;

8. Date of closing of the same;

9. Tax limitations for the acquisition of the securities; individual (minimum and maximum packages) and institutional.

10. Yield from the placement (if realized in accordance to the plan).

2. Public offerings of bonds by the company, with the following data:

1. Class of bonds;

2. Date of issue and data from the respective document.

3. Calendar of amortisations.

4. The specifications established in numerals 1.3 to 1.10 described above.

3. Public offerings of securities or documents different from those preceding, noting their class and the data referred to in letter (b) of numerals 2.2 to 2.4 of this article.

CHAPTER V. THE METHOD OF MAKING THE REGISTRY, AMENDMENTS AND CORRECTIONS
ARTICLE 11.
The registrations and marginal notations which shall be made in the Registry, shall be made in the following manner:

(a) The securities issued or guaranteed by the Federal Government, by credit institutions and insurance institutions, by the credit auxiliary organizations and by investment companies shall be registered, except in the case of their shares, without the necessity of satisfying the requirements to which Article 14 of the Law of the Securities Market refers; also, any other title subscribed or issued by a credit institution, representing a liability to its charge and susceptible in the judgment of the Bank of Mexico, S.A., to attaining full circulation, shall be registered in the Securities Section without the necessity of any requirement of the consignors in the cited article.

In this case, the issuing companies shall send an authorized copy of the respective document of issue to the national Commission of Securities, within the 10 days following the date of its notarization.

(b) Other registrations shall be made only if there exists an agreement from the Governing Board of the National Commission of Securities.

(c) Marginal annotations whose juridical effects are preventative or transitory, shall be registered by agreement of the President of the Commission provided that the Governing Board has delegated that faculty to him.

(d) Marginal annotations concerning administrative interventions to intermediaries, shall be decreed by the Governing Board of the National Commission of Securities.

ARTICLE 12.
Every registration which is made in the Registry shall be adjusted to the following procedure:

(a) They shall be made following an agreement of the Governing Board of the National Commission of Securities, except those referred to in letter (a) of the preceding article, by progressive chronological order in the corresponding file, in accordance with the reception of the documents or antecedents upon which the notation is based and, if such is the case, the payment of the relative quotas.

(b) To each item a progressive number shall be assigned.

(c) The items shall commence with the date on which they were effected. Then reference to the concept of the registrable act shall be made with the elements set forth in the following articles, also showing the essential characteristics of the documents and the antecedents upon which they are founded and, if such is the case, the date and number of the session of the Governing Board of the national Commission of Securities which had ordered the registration. Finally, the Registrar shall authorize the annotation with his signature.

ARTICLE 13.
The registrations which have been made in the files of the Securities Section or Section I, in addition to observing the procedure established in Article 12, must express the following circumstances:

I. In Subsection A, concerning securities approved for public offering outside the exchange:

(a) Trade name of the issuing entity;

(b) Amount of capital stock;

(c) Class of security approved, including its nominal value or the mention that it lacks such, manner of circulation as well as the number and series of the titles that represent it;

(d) Principal characteristics of the issue: amount, period, interest, amortisations, services and guarantee;

(e) Data on registration in other Registries, if any; and

(f) Number of the file that it has been assigned in the archives of the National Commission of Securities and Code of Registered Securities.

II. In Subsection B, concerning securities approved for public offering and registered on the exchange, the same data required for Subsection A shall be consigned, indicating in a complementary manner the date on which its quotation on the exchange began.

III. With respect to Subsections C and D, the provisions set forth for Subsection A in part I of this article are also applicable.

ARTICLE 14.
Registrations made in the files of the Intermediaries Section or Section II, in addition to observing the procedure established in Article 12, must express the following circumstances:

I. In Subsection A, concerning individual securities agents:

(a) Name of the agent;

(b) Nationality and, if applicable, data on his immigration documentation;

(c) Domicile of his offices;

(d) Data on the bond which must be constituted in the terms of Article 17, part IV of the Law on the Securities Market; and

(e) The number of the file assigned in the archives of the National Commission of Securities and Code of the Registered intermediary.

II. In Subsection B, concerning securities agents who are legal entities:

(a) The trade name of the company and its constitution data and registration data on registration in the Public Registry of Property and Commerce;

(b) The business domicile and address of its main office and offices;

(c) The amount of capital stock specified, if the exhibited portion is to proceed;

(d) The name of the persons on the Board of Administration and deputies of the company;

(e) The name of the Directors, Managers and Assistant Managers;

(f) The name of the attorneys for executing operations with the public, taking into account the following elements:

1. Nationality and, if applicable, data on their immigration documentation;

2. Data from the public document which shows their faculties and that of their registration in the Public Registry of Property and Commerce;

(g) The name of their shareholders and, if such is the case, the trade name of the credit institution that is a shareholder;

(h) Data on the authorization granted to the agent by the National Commission of Banking and Insurance for acting as a commission agent or intermediary for mortgage credit institutions or finance companies, in the realization of their debit operations;

(i) Activities analogous or complementary to that of a securities agent that is empowered to carry out, by having them authorized by the Secretary of Finance and Public Credit in the terms of Article 23, Part V of the Law of the Securities Market;

(j) The number of the file that has been assigned to them in the archives of the National Securities Commission and the code of the registered intermediary; and

(k) The data of the bond which their administrators, directors and attorneys must constitute to execute operations with the public, in the terms of Article 18, Part III in relation with Article 17, Part V of the Law of the Securities Market.

III. In Subsection C, concerning exchange agents who are individuals, the same data required for Subsection A shall be entered, complementarily consigning the date of the session of the Board of Administration of the Exchange, in which his admission as associate has been granted.

IV. In Subsection D, concerning exchange houses, the same data specified in Subsection shall be transcribed, and the following shall be transcribed complementarily:

(a) Date of the session of the Board of Administration of the Exchange in which its admission as an associate has been granted, and

(b) Data concerning the capital, assets and liabilities in accordance with the balance sheet of the current fiscal year.

ARTICLE 15.
The registrations made in the files of the Special Section or Section III, in addition to observing the procedure established in Article 12, must express the following:

(a) The data consigned in Article 13, Part I of the present Rule;

(b) The foreign State and, if applicable, the securities exchange on which the titles shall be quoted;

(c) Other authorizations, and

(d) The date of its placement.

ARTICLE 16.
The preventive or provisional marginal notations shall become effective from the day and hour in which the certifying document is presented in the Office of Archives and Correspondence of the National Commission of Securities, except in the event of administrative interventions whose effects shall be generated from the agreement adopted for this purpose by the Governing Board of the National Commission of Securities.

ARTICLE 17.
The marginal notations which shall be made in the Registry shall be limited to the following procedure:

(a) They shall be carried out in accordance with the agreement produced in conformity with Article 11, letters (c) and (d) of this Rule, assigning to each one a progressive number, and

(b) They shall include the date on which they were entered, the characteristics of the document upon which they are based, the concept of the registrable act and shall be authorized with the autographed signature of the Registrar.

ARTICLE 18.
In the second part of each file the following acts shall be marginally notated:

(a) Changes in the capitalization of the issuing entities;

(b) Suspensions of registration;

(c) Declarations of bankruptcy and suspension of payments;

(d) Administrative intervention to intermediaries and the name of the designated managing inspector;

(e) Merger and transformation agreements, and

(f) Notices to which Article 35 of the Law of Securities Market refers.

ARTICLE 19.
Once a registration has been made in the Registry, if there is any change in the data consigned therein or if necessary to maintain it or, if applicable, to fill it out with new securities of the issuing entity, the modifications to the registration shall be made with a new entry; in accordance with the procedure and form established in this Rule showing only the concept that was changed.

ARTICLE 20.
Correction of registrations and marginal notations necessitated by material error or by error in concept, shall only be done if there is a discrepancy between that which was entered and the document, antecedent or agreement adopted by the Governing Board of the National Commission of Securities, by its President or by other authorities, upon which they are based.

ARTICLE 21.
By material error shall be understood that which shall have been committed without known intention, writing in the wrong words, when any expression of circumstances is omitted, when proper names, trade and firm names or the amounts copied from the respective document, antecedent or agreement are wrong, without that changing the general sense of entries or notations or any of their concepts.

ARTICLE 22.
By error of concept shall be understood as the alteration or variation of the sense of any of the contents of the document, antecedent or agreement expressed in the registration or marginal notation, because the registrar has formed a wrong judgment of the content of that document, antecedent or agreement, by an error in the placement of the entry or notation in the corresponding Section or Subsection, or for any other reason.

ARTICLE 23.
The corrections shall be made by the registrar when the error committed is perceived, or upon petition of the interested party, after a ruling of the Legal Department of the National Commission of Securities or agreement of the Governing Board of that Organization which shall so dispose the correction.

ARTICLE 24.
Material errors which are committed in the wording of the registration or marginal notation, may not be corrected, marked out or erased, or corrected by any other method, than by a new entry or notation in which the error committed in the preceding one is expressed and rectified.

Errors of concept shall be corrected by means of a new notation or entry.

In both cases reference shall be made to the registration or marginal notation which is being corrected.

CHAPTER VI. PERSONS WHO HAVE A RIGHT TO REQUEST REGISTRATION, MODIFICATIONS AND CORRECTIONS
ARTICLE 25.
The following persons have a right to request the registration, modification or correction of an entry or notation in the Registry:

I. Entities who issue securities.

II. Authorized intermediaries, and

III. All individuals or legal entities who have any legitimate interest.

ARTICLE 26.
The persons mentioned in the preceding article who shall be considered affected by any registration or notation in the Registry, may defend their interest in accordance with the provision in Article 50 of the Law of the Securities Market.

When the question is not found under any of the procedures mentioned in the invoked legal precept, it may be brought before the National Commission of Securities in a period no greater than five days from the date in which the question of the controversial entry or notation became known to the affected parties, in order that the National Commission of Securities might resolve on the procedure.

CHAPTER VII. LEGAL EFFECTS OF REGISTRATION
ARTICLE 27.
Registration in the National Registry of Securities and Intermediaries shall not imply certification of the worth of the security or the solvency of the issuing entity or of the intermediary.

ARTICLE 28.
Registrations in the Registry shall not validate acts, contracts and operations which are null in accordance to the laws.

CHAPTER VIII. SUSPENSIONS AND CANCELLATIONS OF REGISTRATIONS
ARTICLE 29.
Suspensions and cancellations may be total or partial, depending upon the nature of the registration in the Registry.

ARTICLE 30.
Suspensions and cancellations may only be made when an agreement of the Governing Board of the National Commission of Securities exists for such, and shall be subject to the rules expressed in Article 12, except in that which refers to payment of the quotas and to the annotation of the data reserved for the registrations by Articles 13 to 15 of this Rule.

ARTICLE 31.
Suspensions of a registration shall be carried out in accordance and in the cases provided by Articles 16, 20 and 35 of the Law of the Securities Market.

ARTICLE 32.
The cancellation of a registration shall be carried out in accordance with and in the terms provided by Articles 16 and 20 of the Law of the Securities Market. It shall also be carried out upon petition of an interested party who has received a favorable resolution from the Governing Board of the national Commission of Securities.

An authorized copy of the act of the General Assembly of shareholders from which resulted the petition for cancellation of the registration of the securities or of the intermediary must be attached to the respective petition.

ARTICLE 33.
The legal effects of suspension shall have the scope and term that the resolution of the Governing Board of the National Commission of Securities shall determine and that of the cancellation shall be that the Registration in the Registry shall cease to have legal effect.

ARTICLE 34.
Marginal notations shall be cancelled not only when the registered act is cancelled, but also when the registration is finally changed.

ARTICLE 35.
The provisions contained in Articles 20 to 24 of this Rule are applicable to corrections of suspensions and cancellations.

CHAPTER IX. CONSULTATION OF THE FILES AND CERTIFICATIONS
ARTICLE 36.
Consultation of the files of the Registry shall not occasion any right and may be made by any interested party, precisely in the location installed for that purpose and within the hours fixed in Article 2.

ARTICLE 37.
Persons who consult the files of the Registry are prohibited from making notations, erasures or corrections in them, without prejudice to arraignment by the corresponding authorities for the resulting felony.

ARTICLE 38.
Any interested party may request in writing, certification of the registrations, suspensions, cancellations and marginal notations which appear in the files of the Registry and of the data contained in the appendices, as well as certifications of entries ascertained to not exist in the Registry on specific securities or those pertaining to any intermediary.

ARTICLE 39.
The certifications shall be signed by the President or by one of the Vice Presidents of the National Securities Commission, accompanied by the initial of the Registrar.

TRANSITORY PROVISIONS
FIRST TRANSITORY ARTICLE.
The present Rule shall enter into force the day following its publication in the "Diario Oficial" of the Federation.

SECOND TRANSITORY ARTICLE.
The provisions of this Rule shall be applied to the issuing entities and intermediaries with respect of which entries and notations have been made, only from the commencement of its enforcement.