I INTRODUCTION

As the third-largest trading partner of the United States (behind Canada and China, but ahead of countries such as Japan and Germany), accounting for approximately 14.5 per cent of total trade with said country as at June 2018, and a member of the 1994 North America Free Trade Agreement (NAFTA),2 Mexico has become a huge host for foreign investment in most sectors of its economy, from manufacturing to the import and export of goods. By way of example, Mexico is now seventh of the car manufacturing countries in the world (ranking third in commercial vehicle manufacturing countries) and fourth in terms of exported vehicles, an achievement that would not be possible without the participation of foreign automotive manufacturers in Mexico.3

During the 2012–2018 administration, Mexico embarked on an ambitious programme of legal and structural reforms directed at overhauling its economic appeal and in an attempt, among other things, to encourage an increase in the flow of foreign investment into the country through the liberalisation of its foreign investments framework. Although Mexico has historically been open to foreign investment, and indeed is one of the top recipients of foreign direct investment in Latin America,4 the structural reforms focused mainly on the energy and telecommunications sectors, which had lagged behind significantly on account of previous foreign investment restrictions. In 2014, the Mexican Congress enacted a series of reforms to promote and kick-start economic growth in those sectors. Among these reforms was a significant deregulation of the energy sector and the elimination of foreign investment restrictions within the financial and telecommunications sectors.

Generally speaking, foreign investment is regulated by the 1993 Foreign Investments Law and its Regulations (as amended) (jointly, FIL), which together provide and describe the main framework for the topic; the FIL is discussed further in the following sections.

In addition to establishing the framework for foreign investments, the FIL gives a brief description of each relevant business sector, any remaining restrictions with respect to foreign investments, and the extent of those restrictions. Regardless, as a general rule, all foreign investments must be reported to the Foreign Investments National Registry (RNIE),5 which is dependent on the Ministry of Economy.

II FOREIGN INVESTMENT REGIME

As previously mentioned, the FIL is the main legal instrument regulating foreign investment in Mexico. It defines 'foreign investment' as the participation, in any percentage, by foreign investors in the corporate capital of Mexican entities, investments in Mexican companies where the majority interest is composed of foreign capital, or the participation by foreign investors in the activities and sectors contemplated in the FIL. A 'foreign investor' is defined as any individual or entity of any nationality, other than Mexican, and foreign entities with no legal independent existence.

While in general foreign investors may participate in Mexican projects without major restrictions (such as being allowed to participate directly in the corporate capital of Mexican legal entities, purchase and sell assets, manufacture, import and export products, open and operate establishments or businesses of any legal nature), some limitations apply to certain economically 'strategic' activities in which foreign investment is restricted or, in some specific cases, not permitted at all.

The Mexican Constitution actually provides for certain strategic activities that are expressly reserved for the state to undertake exclusively, either in whole or in part. The strategic activities reserved for the state are:

  1. the postal service, telegraphy and radio-telegraphy;
  2. radioactive minerals and nuclear energy;
  3. the control of the national electricity system;
  4. the printing of money and coinage;
  5. hydrocarbons;
  6. basic petrochemicals;
  7. control, supervision and oversight of airports, ports and heliports; and
  8. the transmission and distribution of electricity.

As part of the aforementioned reforms, the transmission of electricity and the exploration and extraction of hydrocarbons were significantly deregulated and, although still restricted, private entities, both foreign and domestic, are now allowed to participate to a certain extent in these activities.

There are some other economic sectors in which foreign investment is allowed but also restricted (i.e., capped); these are discussed further in Section IV.

Regarding real estate, there are no restrictions for Mexican commercial companies seeking to acquire urban real property, even if non-Mexican equity holders participate in the capital stock, whether as minority or majority stakeholders. However, companies may only acquire rural property to the extent that it is necessary for the fulfilment of their corporate purpose. In no event may these corporations acquire real property dedicated to agricultural, cattle or forestry activities of an area larger than the thresholds established for these activities.

Further, acquiring property in a restricted zone (which covers an area creating a belt around the country, 100 kilometres wide in the border regions and 50 kilometres wide along the coast) requires, inter alia, Mexican companies to include a Calvo Clause in their corporate by-laws. A Calvo Clause is a requirement for foreign shareholders to consider themselves as Mexican nationals in respect of the company's property, and includes an express agreement not to invoke the protection of a foreign government, under penalty of forfeiting their property in benefit of the nation.

Mexican companies with a Calvo Clause included in their by-laws are authorised to acquire real estate located in the restricted zone for non-residential purposes, and have beneficiary rights over real estate located within the restricted zone for residential purposes. If acquiring real estate for non-residential purposes, a corporation is required to register the acquisition with the Ministry of Foreign Affairs.

Foreign citizens cannot acquire real estate within the restricted zone by any means, regardless of the purpose for which the property would be acquired; however, they can hold beneficiary rights in trusts established for the purpose of holding ownership of the relevant real estate, subject to securing a prior authorisation from the Ministry of Foreign Affairs.

III TYPICAL TRANSACTIONAL STRUCTURES

Investors seeking to establish a presence in Mexico have a variety of options to achieve that goal. They can do so (1) directly, (2) by means of a representative office or a branch office, or (2) by choosing to establish a local corporate entity.

Representative offices are an easy and inexpensive way of exploring the Mexican market. This type of vehicle allows an interested investor to test the waters and lay the groundwork for a more substantive incursion into business activities in the country. Through a representative office, the interested party may distribute information about its business, as well as advertising materials, but is not allowed to perform business transactions (understood to be income-generating activities).

Because the condition precedent to establishing a representative office is that the activities performed by the entity do not generate income, such offices are not subject to significant tax obligations and liabilities (except, withholding taxes if the entity employs local people).

For certain industry sectors, such as banking and insurance, establishing a representative office in Mexico requires prior approval from the agencies regulating those sectors (the National Securities and Banking Commission, for example), and in some cases will also require authorisation from the National Commission of Foreign Investments (CNIE).6

Branch offices, like representative offices, do not require the foreign investor to incorporate a new legal entity in Mexico. They allow for the investors to act in Mexico and conduct business transactions directly through their corporate entities incorporated abroad.

Investors must first obtain authorisation from the Ministry of Economy and subsequent registration in the Public Registry of Commerce. Once authorised, a branch office may perform any business activity that is not otherwise limited to the Mexican state, to Mexican nationals or to Mexican companies.

Of course, it is significant that without a separate corporate presence in Mexico, liability is directly attributable to the foreign corporation, as there is no 'buffer' between it and the local business operations.

As an alternative to representative offices and branch offices, investors may choose to incorporate a new commercial entity in the country, separate from the original foreign corporation. Depending on the corporate vehicle chosen by the investor, but in most cases, this will shield the investor from liability for operations carried out in Mexico by the new local vehicle.

There are two principal commercial structures that shield the foreign investor from liability: the corporation (SA) and the limited liability company (SRL).

Both the SA and the SRL are allowed to enter into the same business activities and markets, and are treated equally for tax purposes.7

In terms of protecting investors from liability, both corporate vehicles are limited liability entities, in which stakeholders are only liable up to the value of their respective contributions to the company, and not for the operations of the company itself (for which the company is liable). This protection, of course, has certain limits, as illegal activities may pierce the corporate veil.

i Guiding principles of SAs and SRLs

A few general principles of law govern the liability of the directors and officers of both types of companies, except in the case of publicly held corporations, for which more detailed regulations exist. Generally, directors must act reasonably, in the best interests of their principals, and must recuse themselves from the discussion of and approval of transactions when they are faced with a potential conflict of interest.

Minority investors in an SA have more statutory rights than those in an SRL. For instance, equity holders in an SA representing 25 per cent or more of the capital stock may challenge and suspend the adoption of any resolution, and have a statutory right to postpone a shareholders' meeting for a legal term of three days if they need additional information about the subject matter to be discussed at the meeting.

Equity holders in both an SRL and an SA may be subject to involuntary separation on certain specific and limited grounds. The grounds for separation in an SRL are provided for in the General Law of Commercial Companies, and include scenarios such as an equity holder using the company for its own private business, infringing the by-laws or applicable laws, fraud against the company or insolvency. In the case of SAs, the grounds for separation may be set forth in the by-laws, on the understanding that the General Law of Commercial Companies does not provide a set list of scenarios.

Capital calls, capital redemption, transformation, spin-offs and mergers, and capital contributions, both in kind and in cash, follow the same principles in both companies. One difference is that the by-laws of an SRL may require additional contributions from its partners. In both cases, the by-laws may provide for negative controls and special provisions for the adoption of decisions.

In SRLs, any partner in the company has a statutory right to withdraw from the company when management is conferred upon a person who is not a partner or whenever management is delegated to a non-partner. In practice, this statutory right is difficult to enforce since it is unclear how the equity should be redeemed by the company and at what value. The shareholders of an SA and the SAPI (see below) are not granted separation rights in this instance.

The rules for the SA were amended in 2014 to make it a more interesting vehicle for private equity investors and for joint ventures. The shareholders of an SA may agree (1) the rights and obligations of purchase and sale options, (2) stock sales and all other acts related to first refusal rights, (3) agreements to exercise voting rights (i.e., shareholders' agreements) and (4) agreements for the sale of their shares in a public offer. Notwithstanding the foregoing, the provisions regarding minority rights must always be taken into consideration.

Furthermore, there is a sub-type of the SA, an investment promotion corporation (SAPI), which is a corporate vehicle created to foster the establishment of joint ventures and private equity investments. Although it is regulated in the Securities Exchange Law, it is not a public entity, and is not subject to the governance rules of public entities. However, the shareholders of a SAPI may choose to apply the directors' liability regime that applies to public companies.

Currently, the differences between the regulation of an SA and a SAPI are not really relevant. However, unlike the SAPI, an SA is not allowed to include restrictions stripping shareholders' right to receive dividends or otherwise limiting their economic rights, and it is not allowed to purchase its own shares, so from this perspective SAPIs are more flexible than traditional SAs. SAPIs, on the other hand, may not be governed by a sole director whereas SAs may choose to have a sole director instead of a board.

ii Asset purchases and share purchases

Before we enter into substantive discussions of the main differences, advantages and disadvantages between asset purchases and shares purchases, note that there are no restrictions on transferring capital or profits into or out of Mexico. Additionally, there are no currency restrictions in Mexico, and repatriation of funds is unlimited. As such, foreign investors are allowed to purchase directly assets or ownership interests in Mexican entities, subject only to restrictions as described in Section II.

From a business perspective, the easiest and most common method used to acquire an existing business in Mexico is through the purchase of all, or a controlling portion of, the equity representing the corporate capital of the target entity, on the understanding that SAs, SAPIs and SRLs must at all times have at least two partners or shareholders, but one of these may have a nominal participation.

The transfer of the equity is usually done by a simple endorsement of the stock certificates representing the corporate capital, in the case of an SA, or through the transfer, by means of an assignment agreement, of the equity quotas representing the corporate capital of an SRL (the General Law for Commercial Companies provides that the partners holding the majority of the equity interest of an SRL must approve the transaction, and this threshold may be set higher in the corresponding by-laws of the target entity). The business terms (e.g., purchase price, representations and warranties, conditions precedent) are usually documented through a US-style stock purchase agreement, which will contain customary terms and conditions, as well as representations and warranties concerning the underlying business being purchased.

Some of the main advantages of acquiring an existing business through a stock purchase are that (1) the business suffers no discernible changes to its operations as of the moment of the acquisition, notwithstanding that the new owners may at a later point make any adjustments they find convenient, (2) the transaction is fairly simple and straightforward, with minimum corporate requirements besides the assignment or endorsement of the certificates or quotas representing ownership of the entity, and (3) apart from any sector-specific requirements, there is no need for further action once the transfer of the ownership interest is effected, as the assets, operating permits, employees, tax benefits, etc. are not subject to transfer.

One of the downsides of effecting a stock purchase is that all liabilities accrued by the company prior to the purchase remain with the acquired entity (including tax and employment liabilities). Although these liabilities may be covered and transferred to the seller in the stock purchase agreement, claims can result in a judicial process that could prove costly and burdensome to the buyer.

The purchase of assets, on the other hand, is a safe choice when a buyer wants to limit liability resulting from accrued obligations generated by the target entity prior to purchase.

By its very nature, the purchase of assets is a more burdensome and complicated transaction, and thus more expensive than a 'traditional' stock purchase, as the buyer and seller must agree on exactly what assets and liabilities (e.g., accounts payable, debts, current employees) are to be transferred to the purchasing entity. Both from a business perspective and as a tax obligation, each transferred item must be identified in the asset purchase agreement, with the price allocation for each item.

Additionally, when purchasing assets, there is an actual transfer of ownership of each asset. As such, the acquiring entity may need to obtain permits to operate or use the assets, may have to hire or transfer employees into the purchasing entity, and so on. Further, the transfer of certain assets may be subject to certain formalities, or specific government authorisations (e.g., registrations on machinery) may be required to identify the elements dealing with the transfer (e.g., notarial deeds, government authorisations and consents from third parties). If these assets are subject to lien, security or collateral, or an attachment, or the selling entity is a depository for such items, there could be restrictions on their transfer.

Some of the main advantages of pursuing an asset purchase over a stock purchase are that the purchaser will have certainty that it is not acquiring contingent liabilities or undisclosed liabilities from the selling entity. However, parties should consider that if the authorities find that the purchaser acquired a going concern, the purchaser could be jointly liable for unpaid taxes and, in the event of a finding that the employees who were transferred form part of the deal, also liable for employment obligations.

The primary disadvantage of an asset purchase is the tax cost for the parties (depending on whether the assets were already highly depreciated or not) and the labour implications. From a labour standpoint, the seller may be required to transfer personnel to the entity designated by the purchaser, which might involve severance costs for the selling entity, with immediate hiring by the buyer. However, it is not unheard of for the parties to agree that the purchaser will assume all the corresponding obligations of the seller, as a 'substitute employer', subrogating in all the seller's obligations with respect to seniority, benefits, amounts owed on account of salaries, and similar labour-related obligations.

There are certain delays in implementing an asset transfer insofar as it might be necessary to obtain new registrations and authorisations for the activity, product or service (e.g., environmental authorisations, official standards and registrations for imports). Not only may all this represent a delay, but it could also entail costs that would need to be properly evaluated.

iii Taxation

In brief, a company's tax obligations depend on whether it is considered a Mexican resident for tax purposes or whether a foreign company is considered to have a permanent establishment in Mexico. For a legal entity to be considered a Mexican resident for tax purposes, its main office or effective management must be established within the country.

Non-resident companies are considered to have a permanent establishment in Mexico when their businesses are carried out completely or partially in Mexico. This is done either through any offices, branches or agencies located in Mexico, or through an agent (of dependent or independent status in some cases) with the power to enter into agreements on the company's behalf. However, this does not apply in the case of truly independent agents.

Tax laws and treaties further regulate the status of non-residents, when they may be deemed to be doing business in Mexico, and the creation of permanent establishments.

IV REVIEW PROCEDURE

As briefly mentioned in Section II, certain economic activities are capped at a certain percentage of foreign investment participation. These restrictions are found in the FIL and include the following:

  1. a limit of up to 10 per cent foreign investment in the case of cooperative companies for production; and
  2. a limit of up to 49 per cent foreign investment in:
    • explosives and firearm-related industries;
    • printing and publishing of national-circulation newspapers;
    • fishing;
    • port administration;
    • port piloting services of vessels to perform inland navigation transactions;
    • broadcasting;
    • supply of fuels and lubricants for vessels, aircraft and railway equipment;
    • shipping companies dedicated to the commercial exploitation of vessels for inland navigation and coastal shipping, except for cruises;
    • domestic air transportation and specialised air transportation; and
    • equity representing land for agriculture or cattle use.

The limits on foreign investment participation in the above-mentioned economic activities may not be surpassed directly or through trusts, contracts, partnership or by-law agreements, pyramiding schemes or other mechanisms granting any control or higher participation than that established. However, neutral investment, which is a sort of preferred non-participatory financial investment equity that is not characterised as foreign investment for the purposes of the limitations provided by the FIL, has made it possible to have equity participation in spite of these restrictions.

Neutral investment allows economic rights but very limited corporate rights and it will not grant the foreign investor control over the corresponding company or trust. Therefore, foreign investors may participate in Mexican companies or in trusts through a special class of stock that the Ministry of Economy authorises and that is not taken into account in determining the percentage of foreign investment in the company's capital stock.

Moreover, a foreign investor must obtain approval from the CNIE for participation higher than 49 per cent in:

  1. port services of vessels to perform inland navigation transactions;
  2. navigation companies dedicated to the exploitation of vessels;
  3. entities that are concessionaires or holders of permits of public-service airports;
  4. legal services; and
  5. construction, operation and exploitation of railways.

Further to the above, foreign investors require authorisation from the CNIE whenever they acquire, directly or indirectly, equity of a company whose assets are above the amount fixed each year by the CNIE (currently, around 18 billion Mexican pesos).8 The time taken by the CNIE to authorise such transactions may vary but is not usually considered to be a relevant obstacle. The CNIE may demand certain undertakings of a foreign investor related to employment, technology transfer or investment, as conditions of granting authorisation. However, 95 per cent of all foreign investment transactions in Mexico do not require government approval.9

As further discussed in Section V, in general terms and subject to the restrictions discussed in Section II, foreign investors receive the same treatment as domestic investors when acquiring or becoming involved in restricted areas, including in matters such as antitrust approvals, where the focus would be on the nature of the transaction and not necessarily on the nationality of the parties involved. The only difference for foreign investors is the percentage of ownership interest that they can hold, either directly or indirectly.

For information purposes, the Mexican government relies on statistics provided by the RNIE, which monitors foreign investment, collects statistics and carries out surveys relating to foreign investment in the country. Specific information about investors and investments is not generally available to the public, except for the statistical data available through general publications or aggregate data available on the RNIE website.10 Some recent modifications to the General Law of Commercial Companies require information about equity structure to be published.

All foreign investors and Mexican companies with foreign participation in their ownership are subject to registration. Upon registration before the RNIE, periodic reporting obligations arise; failure to comply with these obligations may trigger the imposition of fines.

V FOREIGN INVESTOR PROTECTION

The first protection is the standard of treatment afforded to foreign investment. There are three major standards: minimum, national and 'most-favoured nation'.

The minimum standard requires Mexico to provide foreign investors with fair and equitable treatment in accordance with international standards, including full protection. The national standard implies the absence of discrimination based on nationality. Thus, foreign investors must enjoy treatment no less favourable than that afforded to Mexican investors in similar circumstances. Finally, the most-favoured nation standard implies that Mexico must grant at least the same treatment to the investor as that provided to other investors in similar circumstances.

An additional protection relates to specific rules safeguarding against expropriation or equivalent measures. Expropriation, nationalisation and equivalent measures (e.g., regulatory seizures) should only take place when they are required for reasons of public purpose, on a non-discriminatory basis, observing due process and through fair market-value indemnification related to the foreign investment.

Another fundamental protection is the prohibition of performance requirements. Mexico may not condition the receipt or continued receipt of an advantage or incentive on the meeting of any requirements. There is also the principle of free transfer of currency, which has already been briefly mentioned. Foreign investors may freely transfer, without delay and in hard currency, profits, dividends and any type of cash stemming from or involving their investment.

Finally, bilateral investment treaties (BITs) usually prohibit a requirement that Mexican nationals occupy senior management positions.

As at June 2018, Mexico has entered into an substantial network of 31 BITs, with Argentina, Australia, Bahrain, Belarus, China, Cuba, Iceland, India, Kuwait, Panama, Slovakia, South Korea, Switzerland, Trinidad and Tobago, Uruguay and 16 EU Member States (Austria, Belgium, Czech Republic, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Portugal, Slovakia, Spain, Sweden and the United Kingdom).

Mexico is currently negotiating BITs with Brazil, the Dominican Republic, Malaysia, Russia, Saudi Arabia and Singapore.

Although certain differences may exist in BITs depending on specific negotiated terms, the content of these treaties is by and large homogeneous. The BITs generally include two sections: investment protection principles and dispute resolution mechanisms.

Most relevant for the business environment in Mexico is NAFTA, which includes provisions regulating investment between Mexico, Canada and the United States. The NAFTA treaty created the largest free trade region in the world in terms of volume of trade11 and grants most-favoured-nation treatment to US and Canadian investors. Negotiations to update NAFTA are currently under way (based on a request by the United States) and it is widely expected that the agreement will be modernised to include activities and sectors that were not relevant or in existence when the agreement came into force (1 January 1994), such as telecommunications, internet commerce and minimum labour standards.

In addition to NAFTA, Mexico currently has several free trade agreements (FTAs) with investment clauses, with countries such as Bolivia, Chile, Colombia, Costa Rica, El Salvador, Guatemala, Honduras, Japan and Nicaragua; further FTAs with Peru and the nations of Central America are pending ratification by the parties thereto. Mexico also became country to ratify the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (TPP-11), which was signed by Australia, Brunei Darussalam, Canada, Chile, Japan, Mexico, Peru, New Zealand, Singapore and Vietnam on 8 March 2018, which creates unprecedented access by the signatory countries to the economies of the rest. This agreement will come into effect upon its ratification by six individual countries or 50 per cent of the signatory countries.

Both the BITs and the FTAs generally grant foreign investors the right to bring an action against the Mexican state in the event of a breach or a supposed breach of the specified disciplines.

The dispute resolution mechanism in the BITs and the FTAs is arbitration, usually preceded by negotiation. The investors will usually select a three-member arbitration tribunal. The goal is to ensure equal, impartial and non-discriminatory treatment for the foreign investor and the host state, which would be difficult to ensure by resorting to the courts of either country. In the case of NAFTA, arbitration is made through the UNCITRAL Rules or the ICSID Convention, although parties are allowed to pursue their claims using the domestic court system. It is expected that some changes may be included in the resolution mechanism set by NAFTA, although as yet no information has been published by the governments involved.

VI OTHER STRATEGIC CONSIDERATIONS

As part of the high-level analysis to be undertaken before investing in Mexico, investors should consider the well-known social and economic circumstances.

Although most investors should not expect to face overly cumbersome regulatory hurdles when investing in the more traditional aspects of the Mexican economy, there are several hot-button issues that may be a headache for even the most well-intentioned foreign investor.

Because government corruption is notorious, particularly in the infrastructure sector, entities involved in this area of business should exercise additional caution (e.g., strict compliance with their domestic anti-corruption laws, and strict local compliance and anti-money laundering standards) should they wish to avoid being faced with judicial review and sanctioning procedures. Nonetheless, businesses engaged in activities that require constant and close work with the government should be careful about independence and fair dealing with government officials. While maintaining good relationships with government officials is important, there are strict guidelines prohibiting gifts or 'privileges' to an official.

Finally, because of anti-corruption regulations, and the possibility of accidentally getting involved in illegal activities, it is important for foreign investors to be careful when choosing local counsel for any and all business undertakings.

VII CURRENT DEVELOPMENTS

The President Trump administration launched rhetoric that initially created a negative perception for foreign nationals considering investing in Mexico. Fortunately, those initial threats did not find their way into actual implementation. Hence, investments have not suffered, and we have seen a constant and significant flow of cross-border transactions.

Further, although the Trans-Pacific Partnership Agreement was de facto scrapped following the decision by the United States to withdraw from negotiations, Mexico and the rest of the signatory countries have recently completed negotiations and have signed the TPP-11 agreement. Upon being ratified by the necessary signatories, we can expect a substantial expansion of foreign investment into Mexico, and the opening of new markets.

On a final note, Mexico and the European Union have recently completed negotiations to overhaul and modernise their FTA. This new document, which is pending signature and ratification, includes standards that will make our country a more attractive place to invest and work in, as Mexico and the more industrialised nations become increasingly homogeneous, the most relevant of which are cutting-edge anti-corruption provisions and a conflict resolution process explicitly tailored to cases of corruption.


Footnotes

1 Juan Francisco Torres-Landa R and Federico De Noriega Olea are partners and Pablo Corcuera Bain is an associate at Hogan Lovells.

2 United States Census Bureau, 'Foreign Trade: Top Trading Partners – May 2018', https://www.census.gov/foreign-trade/statistics/highlights/top/top1805yr.html.

3 Source: International Organization of Motor Vehicle Manufacturers, www.oica.net/category/production-statistics/2017-statistics/.

4 UNCTAD, 'World Investment Report 2018: Investment and New Industrial Policies, http://unctad.org/en/PublicationsLibrary/wir2018_en.pdf.

5 Registro Nacional de Inversiones Extranjeras.

6 Comisión Nacional de Inversiones Extranjeras.

7 Refer to your local counsel to discuss any tax effects in your local jurisdiction.

8 This threshold was recently increased to facilitate foreign investments in Mexico.

11 Government of Canada, Global Affairs Canada (2016), www.international.gc.ca/trade-commerce/consultations/nafta-alena/toolkit-outils.aspx?lang=eng&_ga=2.90226271.419427950. 1532391759-1746734986.1532391759.