Structural Variants of the Fideicomiso (Trust)

Comparative analysis of the four fideicomiso modalities for real estate financing in Mexico.

1. Standard Fideicomiso (Bank Trust for Foreigners)

The classic bank fideicomiso in accordance with LIE Art. 11 (Foreign Investment Law):

• Parties: Fideicomitente (seller/buyer), fiduciario (bank), fideicomisario (foreign buyer).
• Function: Allows the foreigner to acquire and enjoy real estate in a restricted zone.
• Duration: Maximum 50 years, renewable.
• Limitation: Does not include a financing mechanism — it is only a holding vehicle.

Advantages

• Proven scheme accepted by all banks
• Clear and well-documented legal framework
• Maximum legal certainty

Disadvantages

• Significant annual banking costs (0.5%–1% of value)
• Does not address the need for credit/financing
• Slow banking processes

2. Pure Guarantee Fideicomiso

A fideicomiso in which the debtor transfers ownership to the fiduciario as collateral for a loan:

• Parties: Fideicomitente (debtor), fiduciario (banking institution), fideicomisario en primer lugar (first-priority beneficiary, the creditor), fideicomisario en segundo lugar (second-priority beneficiary, the debtor).
• Function: If the debtor pays, the asset is returned to them. If they default, the fiduciario sells it to repay the creditor.
• Legal basis: LGTOC Art. 381 + CNBV (National Banking and Securities Commission) regulation.

Advantages

• Out-of-court enforcement faster than a traditional mortgage
• Assets isolated from other creditors
• Enforcement procedure agreed upon in advance

Disadvantages

• Requires the debtor to already own the property
• Does not contemplate the acquisition phase for foreigners
• Fiduciary costs in addition to the loan

3. Atypical Hybrid Fideicomiso ⭐ (Recommended)

The recommended model for GoWeBa — combines holding and guarantee in a single vehicle:

• Dual structure: The property is contributed to the fideicomiso simultaneously as a holding vehicle (LIE compliance) and as collateral for the private loan.
• Parties:
  • Fideicomitente A: Developer/seller (contributes the property)
  • Fideicomitente B: Foreign buyer (contributes payments/down payment)
  • Fiduciario: Authorized bank
  • Fideicomisario 1°: Private lender (until the loan is paid off)
  • Fideicomisario 2°: Buyer (full enjoyment upon payoff)

Operational Flow

1. Origination: The buyer finds a property through GoWeBa and applies for financing.
2. Due diligence: Verification of the property, buyer, and seller.
3. Establishment: The hybrid fideicomiso is established before a notary.
4. Disbursement: The private lender disburses funds to the seller via the fideicomiso.
5. Administration: Monthly payments from the buyer to the fideicomiso → distribution to the lender.
6. Payoff: Upon paying the full amount, the buyer becomes the sole fideicomisario.

Advantages

• A single instrument for holding + guarantee
• LIE-compliant for foreigners
• Efficient out-of-court enforcement
• Protected autonomous estate
• Compatible with future tokenization

Disadvantages

• Requires an authorized bank as fiduciario
• Greater complexity in drafting the contract
• Higher upfront costs

4. Double Fideicomiso

A scheme using two separate fideicomisos:

1. Holding fideicomiso (LIE) — for the foreigner's ownership
2. Guarantee fideicomiso — to secure the loan

Advantages

• Clear separation of functions
• Each fideicomiso has independent rules

Disadvantages

• Double fiduciary cost (two bank fideicomisos)
• Administrative complexity
• Longer establishment time
• Unnecessarily costly when the hybrid achieves the same result

Comparison Table

Why the Atypical Hybrid Fideicomiso?

For the GoWeBa business model (private financing for foreign buyers in Quintana Roo), the hybrid fideicomiso offers:

1. Efficiency: A single legal instrument instead of two.
2. Protection: An autonomous estate that isolates the asset from both parties.
3. Compliance: Simultaneously satisfies the LIE and the need for collateral.
4. Scalability: A replicable structure for multiple transactions.
5. Future-readiness: Compatible with RWA tokenization when implemented.

Source: Report "Private Real Estate Financing — Quintana Roo" prepared for GoWeBa Legal, 2026.