Your bank can freeze your account funds if it suspects that the security token provided to you has been misused, and a legal injunction can no longer be used to release them—provided this freeze is stipulated in your contract.
Indeed, Article 52 of the Financial Institutions Law (LIC) grants banks the ability to agree with customers to restrict access to their funds.
They can enforce this if they suspect that the authentication methods used to access the funds (electronic signatures, tokens, etc.) have been used improperly.
A company relying on these funds to pay suppliers, payroll, rent, and utilities, or even to purchase machinery, could face a severe crisis.
A fund restriction or freeze carried out by the bank can jeopardize the company’s operations, leaving it without the necessary liquidity and risking capital depletion.
Given this situation, the Mexican Supreme Court ruled that if this restriction of funds is carried out based on the aforementioned Article 52 of the LIC and in accordance with the contract, it will not be considered an act of public authority. *
Therefore, the affected company will not be able to obtain a preliminary injunction (suspensión) that allows it to lift the freeze and access the funds swiftly. Instead, it will have to pursue commercial litigation, which is generally a slower process, while the funds remain frozen.
It is important to clarify that the Court left the possibility of a legal appeal (amparo) open in two scenarios: when the bank acts outside the boundaries of the contract or when the freeze affects someone who does not have a prior contract with that institution.
What, then, can companies do to manage the risk of their funds being frozen?
Banks regularly insert clauses into their contracts that allow them to freeze funds in accordance with Article 52 of the LIC to legally manage fraud.
If a company seeks another credit institution because the first one applies Article 52, it will encounter practically identical contractual terms.
Faced with this situation, the company should consider the alternative of diversifying its bank accounts across different credit institutions or immediately dispersing funds to accounts in different financial institutions.
The latter must be permitted by the contract with the bank so that the company’s operations are not paralyzed, while maintaining the required minimum balance—if stipulated by the contract—so that the company does not fall into another breach of contract scenario.
In this manner, if one of the accounts is frozen by a bank, the company will have other options to access funds while the issue with the first bank is resolved.
In cases where the negotiation of non-standard terms is permitted, it is advisable to agree upon liquidated damages for instances when the bank’s freeze exceeds the limitations of Article 52 of the LIC, or when the credit institution fails to demonstrate a reasonable suspicion of misuse that prompted the account freeze.
This does not mean the company will be able to unfreeze the funds swiftly. Rather, it will be able to claim, through commercial litigation, the payment of liquidated damages if the unjustified freeze caused the company to default on an obligation or lose a contract. In other words, the company can shift the costs resulting from the failure to meet its labor, tax, or contractual obligations back to the bank.
For such purposes, it may also be beneficial for the company to document the damages caused by the freeze and notify the bank promptly through a formal notice. This establishes evidence of the exact moment the company began to suffer compensatory and consequential damages (daños y perjuicios).
This will facilitate subsequent indemnity negotiations with the bank without having to resort to long and slow-moving litigation.
Another option to better manage this risk is the design of an internal compliance protocol. This protocol would ensure that every time an authorized user performs a banking transaction, in addition to identifying the user, their IP address, and the amount, the account executive is notified of the disbursement.
A concrete example: any transfer exceeding a certain threshold should automatically trigger an alert to the assigned account executive, detailing who executed it and from which device.
This approach reduces the likelihood of the bank legitimately upholding an account freeze based on suspected fraud, thereby paving the way for indemnity negotiations or claims for compensatory and consequential damages.
By following these steps, a company can more efficiently manage the risk of a frozen bank account without compromising payroll, vendor payments, or its core operations.
The Supreme Court’s new precedent has a concrete practical implication: if your company experiences a freeze on its funds by its bank, a legal appeal (amparo) is no longer the viable route—unless the bank has overstepped its authority. Protection now hinges on how well your contracts are drafted and whether you have internal protocols anticipating this scenario.
At CEG Legal, we work with companies that want to be prepared before this happens, not after. Feel fre to contact us with any questions at acervantes@cegegal.com
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Court Precedent with Digital Registration Number: 2031849.
