Financial & Fintech

Services

Ramos, Ripoll & Schuster (RRS) provides comprehensive legal counsel in the financial services and Fintech sectors, delivering specialized solutions to regulated and non-regulated financial entities, as well as businesses operating under innovative technology-driven models.

Our team advises companies and financial institutions on key matters such as transaction structuring and authorization processes, regulatory compliance, and the implementation of corporate governance frameworks. We also assist non-regulated companies conducting financial activities that require an appropriate legal framework to mitigate regulatory risks and manage their registration as Vulnerable Activities under the Federal Law for the Prevention and Identification of Transactions with Illicit Proceeds.

Additionally, we advise on the design and development of innovative financial products, including the adoption of emerging technologies such as digital payment platforms, crowdfunding schemes, cryptoasset issuance and blockchain-based solutions.

Our practice also covers project finance, debt restructuring, trust structures and anti-money laundering compliance, with a particular focus on regulatory requirements imposed by authorities such as the National Banking and Securities Commission (CNBV) and Banco de México.

Likewise, we assist private equity funds in their formation, operation and regulatory compliance, addressing key matters such as investment management and compliance with tax and investor protection regulations.

In the capital markets sector, RRS advises on securities offerings and related transactions for both financial and non-financial entities. We assist with the formation of investment vehicles, registration with the National Securities Registry, and compliance with stock exchange and regulatory authority requirements.

Through our experience advising Financial Technology Institutions (Fintech entities), we have counseled platforms offering disruptive financial services, ensuring compliance with the Law to Regulate Financial Technology Institutions and other applicable regulations. Our ability to adapt to emerging technologies allows us to support clients in their financial innovation initiatives by integrating traditional legal frameworks with evolving regulatory trends in the digital ecosystem.

Description of Services

Financial Services

A. Financial Institutions (Regulated and Non-Regulated)

1. Analysis of business models to determine whether they fall within activities reserved for regulated or non-regulated financial entities.
2. Legal assistance in preparing authorization application files for the incorporation and operation of regulated financial institutions before the financial Supervisory Authorities (Comisiones Supervisoras).
3. Legal advice for non-regulated companies conducting financial activities to ensure compliance with applicable regulations and mitigate regulatory risks.
4. Drafting of manuals, operational and corporate documentation, including corporate governance policies and compliance procedures.
5. Presentation and advocacy of business models before regulatory authorities such as the CNBV and Banco de México.
6. Preparation of documentation required by the financial Supervisory Authorities regarding shareholders, board members, and senior officers to ensure regulatory compliance.
7. Design and implementation of corporate governance structures suitable for both regulated and non-regulated entities.
8. Drafting of legal documentation for financial products and services, including standard form agreements, terms and conditions, privacy notices and risk disclosures, taking into account financial consumer protection regulations.
9. Compliance with regulatory reporting obligations before the financial Supervisory Authorities and Banco de México.
10. Analysis and structuring of new financial products or services for both regulated and non-regulated entities.
11. Assistance in responding to requests and inquiries from competent authorities, including the CNBV and Banco de México, regarding operations and regulatory filings.
12. Legal advice on mergers and acquisitions involving financial institutions.
13. Legal advice on the issuance and operation of credit cards, debit cards, prepaid cards and electronic wallets.
14. Assistance to participants in payment networks, including aggregators, acquirers, card issuers, brand holders and clearing houses, in obtaining licenses and registrations.

B. Private Equity Funds and Investment Vehicles

1. Formation and structuring of private equity funds, including the drafting of organizational documents, internal regulations and investment agreements.
2. Legal advice on the creation of investment trusts and private equity investment vehicles.
3. Tax advisory services related to the incorporation and operation of funds, maximizing tax efficiency while ensuring compliance with tax obligations.
4. Assistance in fundraising and private offerings, ensuring compliance with capital markets regulations.

C. Project Finance

1. Legal advice on the structuring of financing transactions, including the drafting and negotiation of financing agreements, loan agreements, and other key transaction documents.
2. Legal advice on the restructuring of financial obligations to optimize conditions and improve project financial feasibility.
3. Legal representation in financial transactions such as bilateral and syndicated loans, acquisition finance, ·project finance and asset-backed financing.
4. Creation of security interests, including mortgages, pledges, security trusts and personal guarantees.
5. Conducting legal due diligence to identify risks and opportunities in financing transactions and advising on legal risk mitigation strategies.

D. Capital Markets

1. Legal advice on the incorporation and legal structuring of corporate governance frameworks for companies intending to list on stock exchanges.
2. Handling all procedures required to obtain registration with the National Securities Registry of the National Banking and Securities Commission.
3. Assistance in the design and implementation of legal structures for debt and equity securities offerings.
4. Legal assistance in initial public offerings (IPOs).
5. Assistance in the preparation, filing, and disclosure of offering memoranda and other documents required by the National Banking and Securities Commission and stock exchanges.
6. Representation of clients in capital markets transactions.
7. Implementation of mechanisms to ensure compliance with the Securities Market Law, secondary regulations and internal rules issued by stock exchanges.
8. Legal compliance audits to identify risks and recommend corrective measures.
9. Legal advice to publicly traded companies on corporate governance matters and issuer disclosure obligations.
10. Legal advice on the formation and operation of investment funds.
11. Legal assistance in the creation of trusts and investment vehicles within the securities market.

E. Fintech

1. Analysis of business models to determine whether they fall within activities reserved for Financial Technology Institutions.
2. Legal assistance in preparing authorization application files for the incorporation and operation of Financial Technology Institutions submitted before the Interinstitutional Committee.
3. Legal advice on the drafting manuals, operational documents and corporate documentation.
4. Assistance in presenting business models before the National Banking and Securities Commission.
5. Legal advice on the preparation of personal, professional and financial documentation required by the National Banking and Securities Commission for shareholders, board members and officers of Financial Technology Institutions.
6. Design and implementation of corporate governance structures.
7. Legal drafting of documentation required to offer products and services, taking into account financial consumer protection regulations, including standard form agreements, terms and conditions, privacy notices, risk disclosures and other related documents.
8. Advice on compliance with regulatory reporting obligations before the financial Supervisory Authorities and Banco de México.
9. General advice on compliance with the Law to Regulate Financial Technology Institutions and its secondary regulations.
10. Legal analysis and structuring of new financial products and services.
11. Assistance in responding to requests issued by competent authorities, including the National Banking and Securities Commission and Banco de México.

Acknowledgments

Members of our team have been recognized by rankings such as Who’s Who Legal, Chambers and Partners, Best Lawyers, and Latin Lawyer.

Representative Matters

Throughout our experience, we have provided specialized legal counsel to a broad range of clients within the financial sector, highlighting our experience advising Credit Institutions, Multiple Purpose Financial Companies (SOFOMs), Money Transmitters, Financial Technology Institutions, Savings and Loan Institutions, Investment Funds, Investment Advisors, Brokerage Firms, Savings and Loan Cooperatives, Insurance and Bonding Institutions, among others.

Our work has encompassed everything from the analysis and validation of business models to ensure compliance with activities reserved for Financial Entities, to the comprehensive preparation of authorization filings before the relevant Financial Supervisory Authorities. We have provided legal assistance in the drafting of manuals and operational documents, as well as in the design of corporate governance structures, ensuring that each entity complies with applicable regulations while optimizing internal practices.

Additionally, we have worked closely with clients in structuring and negotiating financing transactions, including the drafting of financing agreements, debt refinancing, and the restructuring of financial obligations.

At RRS’s Financial & Fintech practice, we are committed to providing a comprehensive range of legal solutions specifically designed to ensure regulatory compliance within Mexico’s financial services industry. We support our clients throughout every stage of their projects, from the design of innovative financial products to obtaining regulatory authorizations, through a personalized and strategic approach focused on ensuring full regulatory compliance.