SENER Issues Rules for Terminating Oil Contracts

SENER published new rules defining how oil and gas contracts can be terminated under force majeure, aiming to clarify the process for companies operating in the hydrocarbon sector. The guidelines establish requirements for notifying and demonstrating causal links between qualified events and contractual non-performance, broadening legal certainty for producers in exceptional circumstances.

The regulation, released on Dec. 15, 2025, sets out conditions under which operators can invoke force majeure, defined as events that prevent a contractor from fulfilling its obligations due to circumstances beyond its control, such as natural disasters, epidemics and labor strikes that were unforeseeable and unavoidable. Economic conditions or normal market changes are explicitly excluded from this category. Firms seeking to apply the rule must submit documentation to Sener demonstrating both the causal connection to the preventing event and the steps taken to mitigate it.

Under the rules, SENER may reject a force majeure claim if it determines that the non-performance results from contract violations by the contractor or can be addressed through other existing legal mechanisms. The new framework also includes provisions for contractual termination by mutual agreement if operations remain continuously halted for two years due to recognized force majeure, enabling clearer exit conditions in prolonged disruptions.

The issuance of formal procedures responds to industry concerns about ambiguity in how extraordinary events affect contractual obligations. By specifying evidentiary and procedural requirements, SENER aims to reduce disputes over contract status and support a more predictable regulatory environment for exploration and production agreements. Legal experts have noted that clearer criteria for force majeure notifications and decision-making authority within SENER can improve administrative transparency, though the practical impact will depend on consistent application of the rules.

The force majeure rules arrive amid broader reforms in Mexico’s hydrocarbon sector that have redefined regulatory responsibilities and contract governance. Earlier this year, SENER assumed enhanced authority over hydrocarbon assignments and permitting under a revised sector regulation, replacing previous oversight by separate regulatory commissions and centralizing power within the energy ministry and the newly empowered National Energy Commission (CNE).

Those broader changes have shifted how contracts are structured and evaluated in Mexico. In October, federal authorities published a new hydrocarbons sector regulation that, among other things, altered procedures for assignments and renewed authorization requests, requiring operators to seek fresh approvals rather than automatic renewals at the end of permit terms. The tightening of regulatory oversight reflects a government objective to align contractual practices with national energy planning and safety standards. 

The force majeure guidelines also interact with other provisions in the recent energy overhaul that grant the government and Sener, along with the Ministry of Finance, the ability to transform certain privately held exploration and extraction contracts into direct assignments. These provisions are intended to strengthen state control over Mexico’s hydrocarbon resources but have drawn attention from industry participants concerned about contractual stability and foreign investment perception.

For energy companies active in Mexico, the new rules reinforce the need for detailed documentation and proactive risk management. The explicit link between eligible force majeure events and documented preventive measures places a premium on robust operational planning and compliance reporting. In practice, this may affect project timelines and investment decisions, particularly for operations in regions prone to natural hazards or complex logistical challenges.