Technical Sheet: Structuring of Fiduciary Vehicles

Introduction

The Trust in Mexico represents the highest-ranking legal instrument for the protection and allocation of assets. Through the establishment of a autonomous estate, assets and rights are legally isolated from the parties’ legal spheres, allowing institutional management under strict compliance with the General Law of Negotiable Instruments and Credit Transactions (LGTOC) and contractual provisions.

This Technical Sheet details three structures designed for the differentiated management of real estate, credit rights, and intellectual property (intangibles).

Structure 1: Corporate Real Estate Administration Trust

Objective: To centralize fixed asset management, institutionalize rental income collection, and optimize tax transparency through account shielding.

Parties and Roles

• Trustor: Legal entity contributing ownership of real estate assets.
• Trustee: Credit institution authorized by the National Banking and Securities Commission (CNBV) to act as trustee.
• Beneficiary: Holder of the beneficial rights over the income generated by the Trust.

Operational and Tax Identity

To ensure the autonomy of the vehicle, the Trust will register with the Tax Administration Service (SAT) to obtain its own Federal Taxpayer Registry (RFC). The trustee is responsible for obtaining the Trust’s RFC and e-signature (e.firma).

1. Transfer of Ownership: The contribution of real estate assets to the autonomous estate is formalized. A reversion clause is included to ensure the tax neutrality of the transaction.
2. Flow Management The Trustee issues the CFDI corresponding to leases.
3. Billing Through an external accounting firm.

Banking Operations

1. Accounts: Consolidating account (ideal BANCREA).
2. control Exclusive to the Fiduciary.
3. Outputs: Via Letter of Instruction (12–24 hrs).
4. Fiscal Fund Withholding of 5%.
5. Expense Fund At the client's discretion.

**Clarification Note:** It is important to emphasize that, although legislation and the SAT (Tax Administration Service) allow for trusts of movable assets with an RFC (Federal Taxpayer Registry), the banks consulted did not accept this scheme.

Structure 2: Security Trust over Movable Assets (Receivables)

Objective: Ensure the fulfillment of principal obligations by affecting future cash flows (rental payments), without impairing the ownership of fixed assets (rented property). The flow is concentrated.

By BANCREA's institutional policy without the Trust's own RFC, the tax effects are transferred to the parties.

Parties and Roles

• Trustor: Holder of credit rights arising from lease agreements.
• Trustee: Entity authorized by the CNBV responsible for fund application according to priority rules.
• First-Rank Trustee Secured obligation creditor.
• Second Substitute Trustee The Settlor, as the holder of residual interests.

Payment and Priority Mechanism

1. Assignment of Rights and Notification: The assignment of collection rights is formalized and the debtors are notified so that payment is made into the Trust account.
2. Fund Application The Trustee captures the resources and disburses them according to the order of priority: first debt service (principal and interest) and then remaining funds to the Trustor.
3. Legal Security The flow of income is protected by a scheme of asset protection to third parties.

Banking Operations

• Accounts: There can be a Trust account (no limit). Disbursement via instruction letter.
• control Operation under the control of the Trustee.

General Concepts and Relevant Aspects for Trusts