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Mexican companies with foreign partners owning real estate: the foreigners clause, the 60 business day SRE notice, residential limits and selling shares of property companies

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

A Mexican company whose bylaws contain the foreigners agreement may take direct title anywhere, including in the restricted zone for non residential use, but must notify the SRE within 60 business days after a restricted zone purchase. Residential property in the restricted zone must still go through a bank trust, and a company with a foreigners exclusion clause may own any real estate in Mexico without SRE steps. The 2026 notice fee is MXN 1,475 (MXN 11,330 if late); a foreign seller of shares whose book value comes over 50 percent from Mexican real estate is taxed in Mexico.

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

Deadline for a Mexican company with foreign partners to notify the SRE of a non residential restricted zone purchase	60 business daysLIE art. 10, section I, as of 2026-10-26 · in force
SRE fee for each acquisition notice (2026)	1475 MXNLFD art. 25, section X; RMF 2026 Annex 4, as of 2026-10-26 · in force
SRE fee for a late acquisition notice (2026)	11330 MXNLFD art. 25, section XI d); RMF 2026 Annex 4, as of 2026-10-26 · in force
Share of book value from Mexican real estate that makes a foreign share sale Mexican source	50 %LISR art. 161, as of 2026-10-26 · in force

The rule

1. Two kinds of Mexican company. Mexican companies with a foreigners exclusion clause, or that have adopted the constitutional foreigners agreement, may acquire real estate anywhere in Mexico. Companies whose bylaws include the foreigners agreement may own restricted zone property used for non residential activities, giving notice to the SRE within 60 business days after the acquisition, and may acquire rights over restricted zone residential property only through a bank trust.
Cost to do it: SRE notice fee: MXN 1,475 in 2026; late notice MXN 11,330 (LFD art. 25, sections X and XI d); RMF 2026 Annex 4).
Example: A Mexican S. de R.L. de C.V. owned by a Texas logistics group buys a warehouse in Nuevo Laredo, inside 100 km of the border, takes title directly and files the notice within 60 business days, paying MXN 1,475. / MXN 1,475 is about USD 79.03; MXN 11,330 is about USD 607.Ley de Inversión Extranjera, DOF 27 December 1993, art. 10, section I reformed DOF 24 December 1996, LIE art. 10, 1996-12-24 official text · verified 2026-10-26

2. What counts as non residential and what the notice contains. Residential property is property used exclusively for housing. Timeshare, property used for industry, commerce or tourism that is simultaneously used as housing, property acquired by banks and financial intermediaries to recover loans, property held by developers until sold, and property for commercial, industrial, farming, fishing, forestry and service activities are non residential. If unclear, the SRE resolves a query within 10 business days or the use is deemed non residential. The notice states the location and description of the property, the uses it will have and attaches a simple copy of the acquisition deed.
Cost to do it: Included in the MXN 1,475 notice fee.Reglamento de la LIE y del RNIE, DOF 8 September 1998, arts. 5 and 7, Reglamento arts. 5 and 7, 1998-09-08 official text · verified 2026-10-26

3. Bylaws and changes of clause. Every new company's bylaws must contain either the foreigners exclusion clause or the constitutional foreigners agreement. Where no exclusion clause is agreed, the foreign partners, present or future, commit before the SRE through an express pact in the bylaws to consider themselves Mexican regarding the company's shares, property and rights. A company that replaces its exclusion clause with an admission clause must notify the SRE within 30 business days.
Cost to do it: No SRE fee for the bylaws clause itself; incorporation costs are covered on the entities pages.Ley de Inversión Extranjera arts. 15 and 16, reformed DOF 15 December 2011; Reglamento de la LIE y del RNIE art. 14, LIE arts. 15 and 16; Reglamento art. 14, 2011-12-15 official text · verified 2026-10-26

4. Selling shares instead of the property. Income from selling shares has its source in Mexico when the issuer is a Mexican resident or when the book value of the shares comes, directly or indirectly, more than 50 percent from real estate located in Mexico. The non resident seller pays 25 percent of the gross price, withheld by a Mexican resident buyer, or may elect 35 percent of the gain through a Mexican representative meeting LISR art. 174, unless subject to a preferential regime or resident in a territorial tax country.
Cost to do it: Tax only; a tax treaty may reduce or remove Mexican tax on share gains, depending on its real estate clause.
Example: A non resident sells for MXN 2,400,000 its shares in a Mexican company whose only asset is a hotel. Gross option: 25 percent, MXN 600,000. Gain option through a qualifying representative with a gain of MXN 700,000: 35 percent, MXN 245,000. / Price about USD 128,591; gross tax about USD 32,148; gain tax about USD 13,127.Ley del Impuesto sobre la Renta, DOF 11 December 2013, art. 161, LISR art. 161, 2013-12-11 official text · verified 2026-10-26

Holder	Outside restricted zone	Restricted zone, non residential	Restricted zone, residential
Mexican company with exclusion clause	Direct title	Direct title	Direct title
Mexican company with foreigners agreement	Direct title	Direct title plus SRE notice within 60 business days	Bank trust only
Foreign individual or company	Direct title after SRE agreement	Bank trust	Bank trust

Which holder fits which property (LIE arts. 10, 10 A and 11).

Worked example

A Spanish hotel group sets up a Mexican S.A. de C.V. with the foreigners agreement in its bylaws and buys beachfront land in Bahía de Banderas, Nayarit, for MXN 20,000,000 (about USD 1,071,593). It takes title directly because the hotel is non residential, files the SRE notice within 60 business days (MXN 1,475) and separately applies for a federal maritime zone concession for the beach strip.
If the project later adds condominiums sold as homes, those residential units must be sold to foreign buyers through bank trusts (LIE arts. 10 and 11).

Step by step

1. Decide whether the company needs foreign partners; if not, an exclusion clause removes all SRE real estate steps.
2. Include the foreigners agreement in the bylaws at incorporation, or notify the SRE within 30 business days of switching from exclusion to admission.
3. Classify the property's use as residential or non residential; ask the SRE if in doubt (10 business days).
4. After signing a restricted zone deed, file the SRE notice within 60 business days with location, uses and a copy of the deed (MXN 1,475).
5. Plan the exit: selling the property, or selling shares of a real estate rich company, are both taxable in Mexico.

Common traps

Buying apartments for staff housing in the restricted zone through the company: residential use requires a bank trust even for a Mexican company with foreign partners (LIE art. 10, section II).
Filing the notice late: the fee rises from MXN 1,475 to MXN 11,330 (LFD art. 25).
Assuming a share sale abroad escapes Mexican tax: shares deriving over 50 percent of book value from Mexican real estate are Mexican source (LISR art. 161).
Mixed use: property used for tourism and housing at the same time counts as non residential, but pure housing units do not (Reglamento art. 5).

Sources

← Restricted zone bank trusts (fideicomisos): SRE permit, 50 year term and extension, permitted uses, trustee duties, 2026 fees and taxesEjido and communal land: who can buy parcels, full ownership (dominio pleno), preemptive rights, 30 year leases and contributions to companies →