Impact of the Reform to the General Rules of the LFPIORPI on the Structuring of Real Estate Trusts: New Compliance Challenges

Mariana Espinosa Ortega

Agreement 115/2026 requires trust institutions and developers to identify the beneficial owner and adopt a Risk-Based Approach for each trust

Introduction

The trust (fideicomiso) has historically been a fundamental legal instrument in Mexico for structuring assets and real estate developments, based on its ability to provide autonomous management of capital and legal certainty.

However, the current regulatory environment reflects a marked trend toward reducing the tax and regulatory flexibility that traditionally characterized this legal figure.

As is already well known to the legal and financial community in view of the FATF (Financial Action Task Force) Fifth Round of Mutual Evaluations, the Mexican State, through its institutions, has sought to strengthen its anti-money laundering regulation. The result has been amendments to the Federal Law for the Prevention and Identification of Transactions with Resources of Illicit Origin (LFPIORPI), to its Regulations issued by the Office of the President, and to its General Rules issued by the Tax Administration Service (SAT).

With the recent publication of Agreement 115/2026 in the Official Gazette of the Federation, which amends the General Rules of the LFPIORPI, the Mexican State imposes a significantly stricter oversight model on these asset vehicles.

This reform requires players in the sector to move from a static compliance scheme to one of dynamic and comprehensive due diligence.

Analysis

The addition of various articles will now require identifying and registering Beneficial Owners in both existing and new trusts.

In practice, this entails exhaustive work, since one must trace all the way to the natural person with effective control, mapping instruction powers, technical committees, contractual protections and veto rights.

This obligation allows no loopholes and requires an in-depth analysis of the vehicle's structure. The only exceptions are investment trusts whose capital and transactions are listed on recognized stock exchanges (Art. 23 Quinquies 2).

Although the obligation to identify the beneficial owner in a trust already existed, regulatory ambiguities allowed any participant to be named, leaving a vague and weak gap when it came to determining who the real operator or beneficiary within its structure was. Historically, the trust has represented a “gray area”: an entity that groups autonomous assets (trust assets) to develop projects, but without the same level of corporate scrutiny as a company, frequently used to isolate developers' financial risk.

To remedy and strengthen this gray area, the reform introduces Risk-Based Approach (RBA) methodologies as its central axis (Chapter II Quáter), which apply specifically to the fiduciary figure. This change is fundamental, as it requires trust institutions and real estate structurers to implement an analysis tailored to each contract. The RBA applied to trusts requires designing a methodology to assess the risk represented by each of its parties:

• The origin and legality of the resources or real estate contributed by the settlors.
• The profile and possible Politically Exposed Person (PEP) status of the members of the technical committee (those who issue the instructions).
• The destination of the capital flows or real estate units that the beneficiaries will receive.

Once these obligations become enforceable (mainly around March 2027), it will be mandatory to classify the risk level of each individual trust (low, medium or high). Depending on the rating obtained through the RBA, the degree of due diligence will vary, requiring enhanced measures on the contract and its operating parties for high-risk profiles. All of this must be documented in an “Internal Policies Manual” with very specific criteria.

Likewise, as a result of this Risk-Based Approach, it is now imperative for trust institutions and developers to have automated systems to:

• Monitor clients' transactional profile.
• Report suspicious or unusual activity notices within 24 hours.
• Ensure proper document retention for 10 years.

This reform represents a true paradigm shift toward dynamic due diligence. Much like companies and other activities that fall under the definition of vulnerable activities, trusts must have alert systems that continuously assess client behavior against their transactional profile. Failure to adapt to these rules exposes projects not only to severe penalties, but to structural operational paralysis.

Conclusion

The regulatory transformation imposed by Agreement 115/2026 marks a turning point in the oversight of the fiduciary sector in Mexico. The imminent transition to a Risk-Based Approach and the rigorous identification of the Beneficial Owner require a profound re-engineering of this type of financial vehicle.

In this regard, strict adoption of these guidelines is essential to align trusts with the highest standards of transparency and regulatory control, thereby ensuring the soundness and sustainability of projects in the new regulatory landscape. The real legal challenge for the sector will be to abandon formalistic compliance practices and adopt a culture of systematic risk mitigation, ensuring the long-term legal viability of investment vehicles.

Mariana Espinosa Ortega
Attorney, Corporate and Real Estate Practice at HG Abogados
Contact: LinkedIn

#LFPIORPI #AML #Regulation #Development #HGAbogados #ComplianceExperts

Source: Agreement 115/2026 amending the General Rules referred to in the Federal Law for the Prevention and Identification of Transactions with Resources of Illicit Origin (DOF, August 7, 2026).

September 28, 2026