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Secured lending in Mexico: the non possessory pledge, guarantee trusts, the movable collateral registry (RUG), priority and out of court enforcement

Last verified: 2026-10-26 · Status: Stable

Lenders in Mexico take security over movable assets mainly through a non possessory pledge (prenda sin transmisión de posesión), which can cover all present and future movables, receivables and proceeds, or through a guarantee trust held by a bank, SOFOM or other authorized fiduciary. Security over movables binds third parties and gains priority only once registered in the online movable collateral registry (RUG), where registration is immediate and lasts one year unless a longer term is stated. On default, the creditor can enforce out of court through a notary demand where the debtor does not contest, use a fast special court procedure, or have the trust sell the assets under the procedure agreed in the trust.

USD conversions use MXN 18.6638 per US dollar, the US Federal Reserve H.10 noon buying rate in New York for 23 October 2026 (FRED series DEXMXUS), the latest observation available when this page was verified. Legal conversions in Mexico use the Banxico FIX, which differs slightly. Conversions are for orientation only.

Key facts

Registry for security over movables	Registro Único de Garantías Mobiliarias (RUG), part of the Public Registry of Commerce Código de Comercio art. 32 Bis 2, as of 2026-10-26 · in force
Default term of a RUG entry	1 year, renewableCódigo de Comercio art. 32 Bis 4, as of 2026-10-26 · in force
All asset security over present and future movables	Yes, non possessory pledge identified generically, covering after acquired assets and proceeds LGTOC arts. 354 and 355, as of 2026-10-26 · in force
Out of court enforcement of movable security	Yes, notarial demand if uncontested; trust sale if agreed Código de Comercio art. 1414 Bis; LGTOC art. 403, as of 2026-10-26 · in force

The rule

1. Non possessory pledge: what can be pledged. A non possessory pledge is a property right over movables that secures an obligation and its payment priority while the debtor keeps possession. Any obligation can be secured, whatever the debtor's main activity, and any rights and movables can be pledged except strictly personal ones. Assets can be identified individually, by category or generically, and the pledge can cover assets owned at signing (including trade names and trademarks), similar assets acquired later, fruits and products, transformed goods, and proceeds of sale or insurance; fruits, transformed goods and proceeds are included automatically unless agreed otherwise. Contracts are commercial for all parties except between non merchants.
Cost to do it: Notarization is not required by these articles; legal fees and registry duties are the main costs.
Example: A manufacturer borrowing MXN 150,000,000 pledges all its inventory, receivables and equipment, present and future, plus sale proceeds, in a single generic pledge. / MXN 150,000,000 is about USD 8,036,949.Ley General de Títulos y Operaciones de Crédito (LGTOC), DOF 27 August 1932, last reform DOF 26 March 2024 (Chamber of Deputies consolidated text), Arts. 346, 347 and 352 to 355, 2000-05-23 official text · verified 2026-10-26

2. Registration and priority in the RUG. The Registro Único de Garantías Mobiliarias (RUG) is a section of the Public Registry of Commerce where security over movables granted to merchants or for commercial obligations is registered. Filings are automated, digital and immediate on receipt, in the grantor's folio, and grantors are presumed to authorize them. Whoever files is responsible for the accuracy, for correcting errors and for cancelling the entry once the security ends; a debtor can ask a judge to order cancellation, with a decision within 10 business days of the close of evidence. Unless the filing states its term, an entry lasts one year and can be renewed. Registered security binds third parties and has priority over any later or earlier unregistered security.
Cost to do it: Registration requires payment of the applicable duties; the amount was not verified in this session.
Example: A lender that files on 1 March without stating a term must renew before the next 1 March or the entry lapses. / Not applicable.Código de Comercio, published in the DOF from 7 October to 13 December 1889, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text); RUG articles added DOF 27 August 2009 and reformed DOF 13 June 2014, Arts. 32 Bis 1, 32 Bis 2, 32 Bis 4 and 32 Bis 6, 2009-08-27 official text · verified 2026-10-26

3. Guarantee trusts. Only these entities may act as trustee of a guarantee trust: credit institutions, insurance companies, surety companies, casas de bolsa, SOFOMs with a current CONDUSEF registration, general deposit warehouses, credit unions and investment fund operators meeting legal requirements. They may be both trustee and beneficiary of a trust securing obligations owed to them, if the parties agree how to handle conflicts, for example by naming an independent enforcement agent. The parties may agree an out of court sale: the trustee starts on the beneficiary's written request stating the default, notifies the settlor, who may only oppose by paying, proving performance or showing an extension or novation, and then sells.
Cost to do it: Trustee fees are market priced.
Example: A bank lends MXN 150,000,000 to a developer and acts as trustee of a guarantee trust over the project shares, with an independent enforcement agent named in the trust. / MXN 150,000,000 is about USD 8,036,949.Ley General de Títulos y Operaciones de Crédito (LGTOC), DOF 27 August 1932, last reform DOF 26 March 2024 (Chamber of Deputies consolidated text), Arts. 395, 396 and 403, 2000-05-23 official text · verified 2026-10-26

4. Out of court enforcement and the special court procedure. Payment of matured credits and recovery of possession of assets under a non possessory pledge or guarantee trust can be pursued out of court when the debt, the amount and the delivery of possession are not disputed: the creditor or trustee makes a formal demand for delivery through a notary and, once in possession, holds the assets as judicial depositary until sale. Asset value is set by an expert the parties name in the contract or by another agreed method; failing agreement the judge appoints one. If the debtor contests, a special summary court procedure applies to certain, liquid and due credits documented under the LGTOC and secured by a non possessory pledge or by a guarantee trust without an agreed out of court sale.
Cost to do it: Notary and appraiser fees are market priced.
Example: Agreeing in the loan contract on an appraiser and a valuation method avoids a court appointment later. / Not applicable.Código de Comercio, published in the DOF from 7 October to 13 December 1889, last reform DOF 14 November 2025 (Chamber of Deputies consolidated text); Title Three Bis added DOF 23 May 2000, Arts. 1414 Bis, 1414 Bis 1 and 1414 Bis 7, 2000-05-23 official text · verified 2026-10-26

5. Pledges in insolvency. If the debtor enters a commercial insolvency (concurso mercantil), credits secured by a non possessory pledge become due on the declaration date and keep accruing ordinary interest up to the value of the collateral; the secured creditor may enforce against pledged assets in the estate before the insolvency judge, who must order enforcement without further steps, with any opposition handled as an incidental proceeding.
Cost to do it: None beyond litigation costs.
Example: A pledge creditor owed MXN 20,000,000 secured by equipment worth MXN 25,000,000 keeps accruing contractual interest after the insolvency declaration up to the equipment's value. / MXN 20,000,000 is about USD 1,071,593.Ley General de Títulos y Operaciones de Crédito (LGTOC), DOF 27 August 1932, last reform DOF 26 March 2024 (Chamber of Deputies consolidated text), Arts. 350 and 351, 2000-05-23 official text · verified 2026-10-26

Instrument	Who holds it	Perfection	Enforcement	Rule
Non possessory pledge	Any creditor	RUG registration	Notarial demand out of court; special court procedure if contested	LGTOC arts. 346 to 355; CCom arts. 32 Bis 6 and 1414 Bis
Guarantee trust	Bank, SOFOM, insurer, surety, casa de bolsa, warehouse, credit union or fund operator as trustee	Transfer to trust; RUG for movables	Agreed out of court sale by trustee	LGTOC arts. 395 to 403
Financial lease	Lessor keeps title	Written contract registered in RUG	Recovery of the asset	LGTOC art. 408

Main security interests over movables in Mexico, verified 26 October 2026.

Worked example

A foreign lender makes a MXN 150,000,000 (about USD 8,036,949) working capital loan to a Mexican manufacturer.
Security: a generic non possessory pledge over all present and future inventory, receivables and proceeds (LGTOC arts. 354 and 355), registered at once in the RUG for the full loan term so it binds third parties and ranks ahead of later or unregistered security (CCom arts. 32 Bis 4 and 32 Bis 6).
The contract names an appraiser for enforcement valuation (CCom art. 1414 Bis).
On default, the lender makes a notarial demand for delivery; if the borrower disputes, it files the special summary procedure (CCom arts. 1414 Bis 1 and 1414 Bis 7).

Step by step

1. Choose the instrument: non possessory pledge for operating assets; guarantee trust where a licensed trustee and an agreed sale are useful.
2. Describe collateral generically if you want after acquired assets and proceeds covered (LGTOC arts. 354 and 355).
3. File in the RUG immediately after signing, stating a term at least as long as the loan (CCom art. 32 Bis 4).
4. Name the appraiser or valuation method in the contract (CCom art. 1414 Bis).
5. For a trust, agree the out of court sale procedure and an independent enforcement agent if the lender is also trustee (LGTOC arts. 396 and 403).
6. Cancel the RUG entry when the loan is repaid; the filer is responsible for doing so (CCom art. 32 Bis 4).

Common traps

An unregistered pledge loses to any registered security, earlier or later (CCom art. 32 Bis 6).
RUG entries without a stated term expire after one year (CCom art. 32 Bis 4).
A foreign lender cannot itself be trustee of a guarantee trust; it needs a Mexican authorized fiduciary (LGTOC art. 395).
Out of court enforcement only works if the debtor does not contest the debt, amount or delivery (CCom art. 1414 Bis).

Sources

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