Chapter II On criminal offenses
II. Fine from 20,000 to 100,000 days of salary to:
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a) The individuals releasing to the general public any information with promotion, marketing or advertising purposes on securities, without the corresponding authorization, in violation of the provisions of article 6 of this Law.
b) The members of the board of directors of the public corporations, who:
1. Fail to submit to the general shareholders’ meeting held for the closing of the fiscal year, any of the reports mentioned in subparagraphs a) and e) of subsection IV of article 28, of this Law.
2. Abstain to determine applicable actions to cure any irregularities they are aware of and to implement the corresponding corrective measures, as well as to order the chief executive officer the disclosure to the public, in the case of relevant events, in violation of subsections VII or IX of article 28 of this Law.
3. Act without diligence by failing to inform the board of directors or, as the case may be, the committees in which they are members, any information they know and that is necessary for the appropriate decision-making process, in violation of subsection II of article 32 of this Law.
c) The chairpersons of the committees performing duties in regard to corporate practices or audit of public corporations, who fail to prepare the annual report on their activities and to submit it to the board of directors of the company, in violation of the provisions of article 43, subsections I y II, of this Law.
d) The members of the committee in charge of audit duties, as well as the chief executive officers of the public corporations, who fail to comply with any of the obligations set forth in articles 42, subsection II, subparagraphs b), j), m) and o), and 44, subsections II, VI y XI, of this Law, as the case may be.
e) The public corporations acquiring shares representing their capital stock or negotiable instruments representing the same, in violation of the provisions of article 56 of this Law. In connection with serious or reiterated infractions, the Commission may additionally order the suspension of the acquisition of the company’s own shares.
f) The individuals entering into transactions in violation of the provisions of articles 57 or 370, subsections II, III, and V of this Law.
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g) The issuers or the underwriters publicly offering, promoting, disseminating or in any manner disclosing the intention to subscribe or transfer any securities in violation of the provisions of article 85, third paragraph, of this Law.
h) The individual authorized to make voluntary acquisition public offerings failing to follow the provisions of article 97 of this Law.
i) The individuals or group of individuals who, in violation of the provisions of article 109 of this Law, fail to inform, for public disclosure, through the corresponding stock exchange, on the direct or indirect acquisition, in any stock exchange or out of the counter, of the common shares of a corporation resulting in a shareholding equal to or higher than ten and below thirty percent of such shares.
The same penalty shall be imposed on those who, in violation of the provisions hereunder, fail to inform the corresponding stock exchange, for the corresponding public disclosure, of their intent to acquire or not to acquire a significant influence in the corporation of which they have acquired common shares.
j) The securities firms, the stock exchanges, securities depository institutions and central counterparties of securities, failing to submit to the approval and, as the case may be, the authorization of the Ministry or Commission, their corporate bylaws, as well as any amendment thereof, in violation of the provisions of article 115, last paragraph, 235, last paragraph, 273, last paragraph, or 302, last paragraph, of this Law.
k) The financial entities starting operations without proving the Commission the compliance with the requirements mentioned in articles 116 or 236 of this Law.
l) The individuals acquiring shares of a financial entity, in violation of the provisions of any of articles 119, 167, 239 and 304 of this Law.
m) Financial entities failing to have the corporate bodies, committees, or persons established in articles 126, 242, 278, 306 and 327 of this Law, as the case may be.
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n) The securities firms failing to have or to adopt the mechanisms and procedures that are necessary for the protection and control of confidentiality and safety of information as provided in articles 177 and 220, subsection II, subparagraph c) of this Law, or else, failing to keep records as established in article 178 of this legal statute.
o) Financial entities not having an automated financial system for the reception, registration, channeling of orders and allocation of transactions, in accordance with the general provisions issued by the Commission, in violation of the provisions of article 180 of this Law. p) The securities firms or securities depository institutions, failing to comply with any of the obligations set forth in articles 203, 284, 287, 290, 292 and 296 of this Law, as the case may be.
q) The securities firms investing, directly or indirectly in negotiable instruments representing the capital stock of foreign financial entities, without obtaining the prior authorization of the
Commission, in violation of the provisions of article 215 of this Law, or else, that fail to obtain the prior authorization of the Commission to retain from third parties the provision of the necessary services for their operation, in violation of the provisions of article 219 of this legal statute.
r) The stock exchanges, securities depository institutions and central counterparties of securities, failing to draft their internal bylaws in accordance with articles 247, 294 and 315 of this Law, or else, modifying the same without obtaining the authorization mentioned in articles 247, last paragraph, 294, and, 315, last paragraph, of this legal statute, as the case may be.
s) The stock exchanges, securities depository institutions and central counterparties of securities charging fees or tariffs for their services without the authorization of the Commission, in violation of the provisions of articles 249, 297 or 317 of this Law, as the case may be.
t) The stock exchanges investing directly or indirectly in negotiable instruments representing the capital stocks of domestic or foreign entities of the same kind or performing duties equivalent to those of the securities depository institutions or central counterparties of securities, without the authorization of the Commission, in violation of the provisions of article 251 of this legal statute.
u) The issuers that fail to issue or exchange the necessary negotiable instruments and, as the case may be, their corresponding coupons, in violation of the fourth paragraph of article 282 of this legal statute.
v) The issuers that fail to comply before the securities depository institutions, with their obligations as a result of the enforcement of any pecuniary rights mentioned in the last paragraph of subsection I, of article 288, of this Law.
w) The securities firms and credit institutions who fail to deposit with a securities depository institution, the shares they hold representing the capital stock of a clearing agency, in order to guarantee the timely and due payment of the obligations such entities may have before the company, in violation of the provisions of article 303, third paragraph of this Law. III. Fine from 30,000 to 100,000 days of salary, to:
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a) The individuals or legal entities who making a public offering of securities in the Mexican territory without having registered such securities in the Registry, in violation of the provisions of article 7 of this Law.
b) The individuals who perform any of the activities set forth in articles 9, 114, 159, 160, 234, 253, 272, 301, 322 or 334 of this Law, without the corresponding authorization.
c) The members of the board of directors of the public corporations that approve, without the prior opinion of the respective committee, any of the issues set forth in subsection III, subparagraphs a), b) and c) of article 28 of this Law.
d) The members and secretary of the board of directors, as well as the corresponding executive officers of the public corporations who act disloyally or who act illegally against the company or the legal entities controlled by it or on which it has a significant influence, in violation of the provisions of articles 34, first paragraph, 35, 36 or 46, subsections II or III, of this Law. e) The members of the committee who carry out audit duties of public corporations, who fail to
comply with the obligations set forth in article 42, subsection II, subparagraphs e) and g), of this Law.
f) The public corporations providing in their bylaws any clauses that establish measures tending to prevent the acquisition of shares granting control of the company, in violation of the provisions of article 48 of this Law.
g) The shareholders present or discussing any transactions in which they have an interest contrary to the company, in violation of the provisions of article 52 of this Law.
h) The public corporations issuing shares other than common shares, without the authorization of the Commission as provided in article 54, second paragraph, of this Law.
i) Individuals or legal entities who in violation of the provisions of article 55 of this Law: 1. Instrument mechanisms to trade or offer in a jointly manner common shares with
limited or restricted voting rights or without voting right.
2. Transfer in trust any common shares bound to issue participation certificates representing them, in order to prevent all their holders to freely enforce any voting rights they are entitled to.
j) Is repealed
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k) The corporations and legal entities controlled by them, as well as the members of the board of directors and the relevant officers of such companies who, in violation of the provisions of article 101 of this Law, engage in any acts or transactions aimed to hinder the development of a mandatory tender offer.
l) The issuers that, against what is set forth by article 104 of this law, do not provide to the Commission or to the stock exchange where their securities are listed, the information or reports that said article refers to, or, when they are presented in an incomplete manner or without fulfilling the requisites, terms, or conditions demanded for it. Likewise, to the issuers that do not draft their financial statements pursuant to the accounting principles issued or recognized by the Commission.
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m) The issuers that do not comply with the obligation of keeping the control that article 105, last paragraph of this Law alludes to, or when the registration is not done or kept in the terms that such article disposes.
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n) The issuers with securities registered in the Registry that do not comply with the obligations to inform the investing public, in the terms set forth by article 106 of this Law, the causes that at its judgment gave rise to the events indicated in the article itself. Also, when they do not report information to the investing public that, at the request of the Commission or of the stock exchange where they securities are listed, they are obligated to report pursuant to what is set forth by article 106 of this Law.
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o) The securities firms that fall in any of the events of suspension that article 138, subsections I to VIII and X of this Law refer to.
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p) The securities firms that fall in any of the revocation events that article 153, subsections IV and VI to XII of this Law refer to.
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q) The offices of representation of the foreign securities firms that carry out activities on national territory different from those set forth in the general provisions issued by the Ministry, against what is established in article 159, second paragraph of this Law.
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r) The subsidiaries that sell series “F” shares without having the authorization of the Ministry, against what is established in article 166 of this Law.
s) The securities firms, price vendors, and investment advisors that go against articles 186, 188, subsections I and II, 196, 197, 227, subsection IV or 331 of this Law, as the case may be.
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t) The financial entities that do not excuse themselves in terms of the second paragraph of article 189 of this Law.
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u) The members of the committee responsible for the analysis of the financial products or the person responsible for supervising the compliance with the provisions in matter of advisory or non-advisory services, that act against what is set forth in articles 190 Bis or 190 Bis 1 of this Law, and the general provisions that derive from such provisions, provided that there was no damage caused with this.
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v) The securities firms that do not keep a global capital in relation to the risks which they incur in their operation, against what is established in article 173 of this Law.
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w) The securities firms that operate outside of stock exchanges listed in it, without having the previous authorization of the Commission, against what is established in article 179 of this Law.
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x) The securities firms that do not keep the securities that they acquire on their own of through third parties deposited in a securities depositary institution or institutions indicated by the Commission itself, against what is established in article 182 of this Law.
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y) The securities firms and securities depositary institutions that give news or information of the transactions or services that the provide, against what is set forth by articles 192 or 295 of this Law, as the case may be.
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z) The individuals authorized by the Commission that offer their services to more than one financial entity simultaneously, against what is set forth in the last paragraph of article 193 of this Law.
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aa) The securities firms that do not deposit the resources of a client in a credit institution no later than on the following business day or acquire representative shares or the capital stock of a fixed income investment fund, in the account of the respective client, or invest them in repurchase agreements on government securities, against what is established in article 194 of this Law.
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ab) The securities firms that do not register the funds or securities of clients in an account different from the ones that form part of its asset, against what is established in article 206 of this Law.
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ac) The securities firms and central counterparties of securities that do not open or do not keep special accounting, against what is established in articles 207 or 314 of this Law, as the case may be.
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IV. Penalty to any individuals infringing articles 364 or 365 of this Law, according to the following: