For U.S. companies considering buying land or a building in Ciudad Juárez or elsewhere near the border.
Ciudad Juárez sits inside Mexico’s “restricted zone”: the strip of territory within 100 kilometers of the country’s land borders and 50 kilometers of its coasts. Article 27 of the Mexican Constitution prohibits foreigners from acquiring direct ownership of land in that zone. That sounds like a deal-breaker for a U.S. company planning a plant or warehouse. In practice, it is not, as long as the acquisition is structured correctly.
Route 1: Buy through a Mexican subsidiary (non-residential use)
A Mexican company, even one wholly owned by U.S. shareholders, is a Mexican national. Under Mexico’s Foreign Investment Law, a Mexican company whose bylaws include a foreigner admission clause may acquire real estate in the restricted zone directly, provided the property is used for non-residential purposes such as industrial, commercial or office use.
The company must notify the Ministry of Foreign Affairs (SRE) within 60 business days after the acquisition. This is a filing, not a permit, but it should not be missed.
For most manufacturing and logistics projects, this is the cleanest route: the subsidiary holds title, the property sits on its balance sheet and it can be mortgaged or sold like any other asset.
Route 2: A bank trust (fideicomiso)
For residential property, or when the buyer is a foreign individual or a foreign company without a Mexican subsidiary, the standard structure is a trust. A Mexican bank acts as trustee and holds title, and the foreign buyer is the beneficiary with full rights to use, lease, sell or pass on the property.
The trust requires a permit from the SRE and has a term of up to 50 years, which can be renewed.
The Calvo clause
In both routes, foreign participants agree to be treated as Mexican nationals with respect to the property and not to invoke the protection of their own governments over it. In practice, this means disputes over the property are resolved under Mexican law and in Mexican forums.
Due diligence still matters
The restricted-zone structure is only one piece. Before closing, a buyer should confirm:
Clean title and no liens, using a recent certificate from the Public Registry of Property.
That the land is not ejido (communal) land, or, if it was, that it was properly converted to private ownership.
Land-use zoning compatible with the planned operation.
Property tax and water bills up to date.
Environmental condition.
The deed must be signed before a Mexican notary, who also calculates and withholds the transfer taxes.
Planning a purchase?
We structure restricted-zone acquisitions for U.S. companies in Ciudad Juárez, coordinate the notary and SRE filings, and run the title and permit diligence. We can also set up the Mexican subsidiary if you do not have one yet.
Schedule a call with our team →
This article is general information about Mexican law as of its publication date and is not legal advice. Roldán Venegas, S.C. is a Mexican law firm. Our services consist of advice and representation on matters governed by Mexican law, before Mexican authorities and courts. We do not offer legal services under U.S. federal or state law through this website. Contacting us does not create an attorney-client relationship. Attorney advertising.
