Nearshoring has changed the dynamics of global production chains by moving processes to regions that are geographically closer to target markets for geopolitical, logistical, and strategic reasons. In this scenario, Mexico is positioned as one of the main destinations for foreign investment in North America due to its integration into the USMCA, its proximity to the United States, and its manufacturing infrastructure. However, attracting foreign investment also requires good legal and corporate structure to reduce regulatory, corporate and operational risks. Although the Foreign Investment Law establishes as a general rule the possibility of foreign participation in any proportion in Mexican companies (except in specific cases reserved by law), the regulatory openness does not remove the need for a prior strategic analysis.

In nearshoring operations, the corporate structure must take into account factors such as the number of investors, the issuance of shares, transfer restrictions, international tax planning and the possible integration into holding structures. In this context, the drafting of the bylaws is important, because if there is deficient corporate governance, it generates uncertainty and future conflicts.

Critical factors for corporate and operational structuring:

• Certain strategic sectors have greater regulatory exposure.
• Investment linked to nearshoring has a regional concentration, especially in the north and center of the country, which causes pressure on infrastructure (mobility, water and power), increases real estate costs and increases competition for specialized talent. These factors have an impact on strategic decisions such as the determination of the registered office, the acquisition or long-term lease of real estate and the design of operational structures.
• Legal risk derived from deficiencies in regulatory compliance and corporate governance in Mexican companies. Foreign companies tend to operate under international standards of control and integrity, so the lack of adequate internal compliance mechanisms can generate administrative sanctions, criminal liability and reputational damage. In multi-partner structures, the absence of formal and clear corporate governance leads to corporate disputes and paralysis in strategic decisions.

Nearshoring is a relevant opportunity for Mexico, but true success will depend not only on foreign capital, but also on its being complemented by the institutional and corporate capacity to structure it with legal certainty. A poorly structured investment may have corporate conflicts, regulatory and contractual contingencies and, on the contrary, with a well-designed structure, it strengthens operational stability and investor confidence.