Legal Articles Library

Quick reference of key legal articles applicable to private real estate financing in Mexico.

Ley General de Títulos y Operaciones de Crédito (LGTOC) (General Law of Credit Instruments and Transactions)

Article 381 — Definition of the Fideicomiso (Trust)

"By virtue of the fideicomiso, the fideicomitente (trustor) transfers to a fiduciary institution the ownership or title of one or more assets or rights, as the case may be, to be allocated to lawful and specific purposes, entrusting the fulfillment of said purposes to the fiduciary institution itself."

Relevance: Fundamental legal basis for every fideicomiso transaction in Mexico.

Article 382 — Autonomous Estate

The assets placed in fideicomiso shall be considered dedicated to the purpose for which they are intended, and only the rights and actions related to said purpose may be exercised with respect to them.

Relevance: The assets of the fideicomiso constitute a separate estate from both the fideicomitente and the fiduciary institution. This protects the property from seizure by either party.

Article 392 — Prohibition on the Fiduciary Institution

The fiduciary institution may not act as fideicomisario (beneficiary) in the fideicomisos in which it participates.

Relevance: Ensures that the bank (fiduciary institution) acts impartially.

Article 395 — Termination of the Fideicomiso

The fideicomiso is terminated by:

1. The fulfillment of the purpose for which it was established.
2. The purpose becoming impossible to fulfill.
3. The fulfillment of the suspensive condition becoming impossible.
4. Agreement between the fideicomitente and the fideicomisario.
5. Revocation by the fideicomitente (when that right has been reserved).

Relevance: Defines when and how the fideicomiso ends once the buyer pays off their loan.

Article 403 — Maximum Duration

A fideicomiso whose duration has not been expressly established shall be deemed constituted for a maximum term of 50 years.

Relevance: Time limit applicable to the hybrid fideicomiso. Renewable by agreement of the parties.

Ley de Inversión Extranjera (LIE) (Foreign Investment Law)

Article 10 — Acquisition by Foreign Nationals

Mexican companies with a foreign exclusion clause and foreign nationals who have obtained immigrant status may acquire ownership of real estate in the restricted zone through a fideicomiso.

Restricted zones: A strip of 100 km along borders and 50 km along coastlines.

Relevance: Quintana Roo is a coastal restricted zone — the fideicomiso is mandatory for foreign nationals.

Article 11 — Bank Fideicomiso for Foreign Nationals

Establishes that:

• Only authorized credit institutions may act as fiduciary institutions.
• The fideicomiso has a maximum duration of 50 years, renewable.
• The foreign fideicomisario has full rights of use and enjoyment of the property.
• Requires a permit from the SRE (Secretaría de Relaciones Exteriores — Ministry of Foreign Affairs).

Relevance: Specific framework that enables the entire GoWeBa operation for foreign buyers.

LFPIORPI — Prevención de Lavado de Dinero (Anti-Money Laundering Prevention)

Article 17, Section XI

The following are considered actividades vulnerables (vulnerable activities):

"The habitual or professional provision of loan or credit services, with or without collateral, by parties other than financial entities."

UIF (Unidad de Inteligencia Financiera — Financial Intelligence Unit) reporting thresholds:

• Transaction ≥ $573,690 MXN: Mandatory report.
• Every transaction: Mandatory client identification.

Obligations:

1. Identify the client and controlling beneficiary.
2. File reports with the UIF for transactions exceeding thresholds.
3. Retain documentation for a minimum of 5 years.
4. Designate a compliance officer.
5. Train staff in PLD/FT (Prevención de Lavado de Dinero/Financiamiento al Terrorismo — Anti-Money Laundering/Terrorism Financing Prevention).

Penalties for non-compliance:

• Fines: Up to 65,000 UMA (~$6.9 million MXN).
• Closure of the establishment.
• Criminal liability.

Civil Code of the State of Quintana Roo

Mutuo (Loan) Contract (Arts. 2268–2310)

Governs loans between private parties:

• Art. 2268: The mutuo is a contract by which the lender is obligated to transfer ownership of a sum of money or fungible goods.
• Art. 2274: The mutuo may be gratuitous or onerous (interest-bearing).
• Art. 2278: If interest is agreed upon, lawful conventional rates shall be observed.

Relevance: Legal basis for the credit agreement between the lender and the buyer.

Real Guarantees

The Civil Code supplements the LGTOC with respect to guarantees:

• Hipoteca (mortgage): A real guarantee without transfer of possession.
• Fideicomiso de garantía (guarantee trust): Governed primarily by the LGTOC, with supplementary rules from the Civil Code.

Real Estate Sale and Purchase

• Every transfer of real property requires a escritura pública (public deed) before a notary.
• Mandatory registration with the RPP (Registro Público de la Propiedad — Public Property Registry) for effect against third parties.

Complete References

For a detailed analysis, consult:

1. LGTOC — Title Two, Chapter V (Arts. 381–407)
2. LIE — Title One, Chapter III (Arts. 10–11)
3. LFPIORPI — Chapter III (Arts. 17–24)
4. Ley Fintech (LRITF) — For transactions involving virtual assets
5. Civil Code of Quintana Roo — Book Four, Title XII (Mutuo)
6. Circular Única de Bancos (CNBV) — Fiduciary provisions

Source: Report "Financiamiento Privado Inmobiliario — Quintana Roo" prepared for GoWeBa Legal, 2026.