On April 6 of this year, the Supreme Court of Justice of Mexico upheld that the Financial Intelligence Unit (UIF) may freeze a company’s bank accounts without requiring a prior court order. It is sufficient for the authority to determine, based on reasonable indicia, that the company may be linked to offenses such as terrorist financing, money laundering, or related crimes.¹
Beyond the reasons that led the Court to uphold the validity of freezing a person’s bank accounts, this ruling requires companies’ boards of directors to reassess whether their internal controls address scenarios that could expose the entity to being included on the UIF’s Blocked Persons List.
If a company is included on this List, all of its accounts are frozen simultaneously. Unlike bank freezes under Article 52 of the Financial Institutions Law—where each bank acts independently and diversifying accounts across institutions may mitigate operational impact—an UIF freeze applies to the person or entity as a whole. There is no backup account that remains available.
In such a scenario, the company is unable to purchase machinery or pay payroll, suppliers, or taxes. Essentially, it cannot operate.
If preventive measures are not taken, who bears responsibility?
The management body—whether structured as a board of directors or a sole administrator—will be liable not only to the company but also to any third party or authority.
Directors will be liable not only for the duties set forth in the company’s bylaws but also for those imposed by law.
If the company falls within any non-compliance scenario under the Federal Law for the Prevention and Identification of Transactions with Illicit Proceeds (the Anti-Money Laundering Law) or any related statute, directors will also be liable for failing to implement the measures required by law.
For example, the Anti-Money Laundering Law requires companies engaged in vulnerable activities to adopt an internal policies manual setting forth measures to comply with such law, identify clients or users, and file reports with the UIF.
On the other hand, if the non-compliance is tax-related, directors are jointly liable with their personal assets before the tax authority.²
What is the practical effect of this new Supreme Court decision?
Previously, Mexican authorities required an express request from foreign counterparts to freeze accounts. This limitation no longer exists; the UIF may now order a freeze based on sufficient indicia, without requiring judicial intervention.
Family-owned businesses, companies in growth or consolidation stages, and even those with foreign capital may be affected. Consider a scenario where a Mexican subsidiary is included on the Blocked Persons List without prior notice to its foreign parent company.
Or a Mexican family business whose shareholders are unaware of a legal breach due to deficient directors’ management.
What can companies do to navigate the challenges posed by this ruling?
A properly designed, documented, and implemented Anti-Money Laundering Law compliance manual does not eliminate the UIF’s investigative powers. However, it provides the management body with the elements needed to demonstrate that adequate internal controls were in place to address potential non-compliance scenarios under such law and others.
Without such a program, directors may be exposed to liability with their personal assets with respect to shareholders, the company, its creditors, and even the authorities.
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¹ As resolved in Constitutional Challenge No. 58/2022 and Direct Amparo Proceedings Nos. 14/2025 and 6320/2024.
² Directors are jointly liable for taxes incurred or not withheld by such legal entities during their management, as well as those that should have been paid or reported during such period, to the extent that the tax interest cannot be satisfied with the assets of the legal entity they manage when such entity falls within any of the scenarios set forth in subparagraphs a), b), c), d), e), f), g), h), and i) of section X of Article 26 of the Federal Tax Code.
