The securities certificates, known as CEBURES, are credit instruments regulated by Mexico's Securities Market Law. Each one represents its holder's share in a collective loan owed by a company, or rights over assets subject to a trust. They are the usual way for a Mexican company to issue debt on the stock exchange.
What the Securities Market Law says
The law regulates them in articles 61 to 64 Bis 3. They may be issued by legal entities, Mexican or foreign, with capacity to subscribe credit instruments (art. 61). Each certificate represents one of two things: the individual participation in a collective loan owed by a legal entity, or rights over a trust estate (art. 62). They may be preferred or subordinated, and have different payment priority among holders.
The instrument must include, among other data, the amount and series, the nominal value, the use of proceeds, the interest rate or yield, the term, the guarantees and the grounds for early maturity (art. 64). It is a bearer instrument kept on deposit at a securities depository institution, which in Mexico is Indeval. That detail matters when talking about tokenizing.
Unsecured and trust-backed
The law does not use the word unsecured; the market and prospectuses use it to refer to certificates without specific collateral. The substantive difference is who issues them and what estate the investor collects from.
| Aspect | Unsecured | Trust-backed |
|---|---|---|
| Who issues | The company itself | An irrevocable trust, through its trustee: bank, brokerage firm or investment fund operator (art. 63) |
| What the investor collects from | From the issuer's general estate; in an insolvency proceeding, as an ordinary creditor | From the assets or rights subject to the trust and from its cash flows |
| Typical use | Short- and long-term corporate debt | Securitization of portfolio, accounts receivable or collection rights |
| Variants | If they carry a guarantee or collateral, they cease to be unsecured | Development, real estate, and index-linked (art. 63 Bis 1), the basis of vehicles such as CKDs and FIBRAs |
Trustees are Mexico's securitization vehicle. If you compare that structure with that of other countries, we explain it in securitization vs tokenization.
Who issues them and where they are listed
CEBURES are issued by private companies, banks, parastatal entities, states, and municipalities. The National Banking and Securities Commission (CNBV) registers the securities in the National Securities Registry and they are listed on one of the country's two exchanges: the Mexican Stock Exchange (BMV) or the Institutional Stock Exchange (BIVA), which has operated since July 2018. Deposit and settlement are handled by Indeval.
Program and placement: how a company issues debt
A company that will issue several times does not register each issuance separately. It requests from the CNBV preliminary registration under a placement program, which allows successive series to be placed over a term and up to a maximum amount (art. 92). In published prospectuses, a five-year term is common, with short- and long-term issuances under the same program.
- Structuring. The company works with a placement intermediary, usually a brokerage firm, and with legal advisors.
- Rating. Under the general regime, each debt issuance requires an opinion on its credit quality issued by a securities rating institution.
- Common representative. Signs the security on behalf of the holders and monitors that the issuer complies with its obligations (art. 64).
- Documentation. Program prospectus, supplement for each issuance, and public offering notice.
- Placement and listing. The securities are placed among investors, listed on BMV or BIVA, and deposited with Indeval.
- Life of the issuance. Payment of interest and amortizations, and periodic reporting to the CNBV, the exchange, and the public.
The logic is the same as in any bond issuance: structure, document, place, and pay. What changes from one country to another is the supervisor and the instrument.
The simplified route since 2023
The reform published in the DOF on December 28, 2023 created simplified registration (arts. 70 Bis and 90 Bis). The placement intermediary reviews the issuer's information, the exchange issues its favorable opinion, and with it, the CNBV registers the security without reviewing the file. These securities may only be offered to institutional or qualified investors.
The CNBV provisions published on January 21, 2025 establish two levels for debt. Level I allows up to 75 million UDIS per issuance and 900 million per fiscal year; Level II, up to 1250 million UDIS, and includes asset-backed securities. According to the CNBV, registration is completed within two business days.
CEBURES and tokenized bond
Today there is no legally recognized tokenized securities certificate. The law requires securities to be deposited with a securities depository and does not provide for their registration on distributed ledger technology. The Fintech Law does not create that legal concept either, as we explain in Mexico's Fintech Law and tokenization.
What does exist is the European route. A Mexican company can issue a tokenized bond through a Spanish vehicle. The register is maintained by an ERIR (art. 8 of Ley 6/2023 and RD 814/2023). From June 5, 2026, offers of up to 12 million euros in 12 months may be exempt from a prospectus; above that, the prospectus approved by the CNMV is passported to the rest of the EU (Regulation (EU) 2017/1129). As it is a financial instrument, MiCA does not apply (art. 2.4).
| Aspect | CEBUR | Tokenized bond via Spain |
|---|---|---|
| Investors | Mexican market | European market |
| Registry | Indeval | ERIR on distributed ledger |
| Supervisor | CNBV | CNMV |
| Entry requirements | Registration in the RNV, rating, placement agent and listing | Spanish vehicle, issuance document, ERIR and prospectus or exemption |
| When it fits | Financing in pesos with local investors | Revenue in euros or seeking European investors |
Criterion for the issuer
If your company needs financing in pesos and its size absorbs the costs of rating, placement and reporting, the CEBUR remains the natural route, and simplified registration brings it closer to medium-sized companies. If you charge in euros or want to diversify toward European investors, the tokenized bond from Spain deserves analysis. They are not mutually exclusive: you can keep your local program and open an issuance in euros when the business justifies it. The full fit for Mexican companies is in tokenization of assets in Mexico and in tokenization for Latin American issuers.
Does your company in Mexico want to compare a CEBUR with an issuance in euros? Take the issuance diagnosis (2 min) or request a proposal.
This content is informative and educational. It does not constitute legal, tax, or investment advice. Check the current version of each regulation in the BOE and on EUR-Lex.
HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.
Frequently asked questions
What are stock certificates?
They are negotiable instruments governed by articles 61 to 64 Bis 3 of Mexico's Securities Market Law. They represent each holder's participation in a collective credit owed by a legal entity, or rights over a trust estate. They are registered with the CNBV's National Securities Registry, listed on the BMV or BIVA, and deposited with Indeval.
What is the difference between unsecured CEBURES and trust CEBURES?
Unsecured CEBURES are issued by the company itself without specific guarantee: the investor collects from the issuer's general estate and, in insolvency proceedings, is an ordinary creditor. Trust CEBURES are issued by an irrevocable trust through its trustee, and are paid with the assets or rights assigned to the trust. They are the vehicle Mexico uses to securitize assets.
Who can issue stock certificates?
Legal entities, Mexican or foreign, with capacity to subscribe negotiable instruments (art. 61 of the Securities Market Law). In practice, private companies, banks, parastatal entities, states and municipalities issue them. Trust CEBURES can only be issued through a trust whose trustee is a bank, a brokerage firm, or an investment fund operator.
Can a stock certificate be tokenized?
Today, not as a Mexican legal instrument: the law requires depositing the securities in a securities depository institution and does not provide for their registration on distributed ledger technology. A Mexican company that wants to issue tokenized debt can do so through a Spanish vehicle, with registration in an ERIR under Ley 6/2023, and target European investors.
