A FIBRA is a Mexican trust that buys or builds properties to lease them and distributes at least 95% of its taxable result. CKDs and CERPI are trust stock certificates that finance companies and projects, designed for institutional investors. SOCIMI is the closest Spanish equivalent; tokenization is a way to represent securities.
First, separate two decisions: the vehicle and how the securities are represented
Anyone structuring an investment from Mexico usually asks “FIBRA or token?”, and the question mixes two things. The FIBRA, the CKD, the CERPI and the SOCIMI are vehicles: they decide what asset is bought, who can invest, how profits are distributed and how it is taxed. Tokenization decides how the securities issued by that vehicle are recorded.
What it means for you: first decide what asset you finance and which investor you are targeting, and which country it is in. The recording technology comes later.
FIBRA: the real estate trust that distributes its income
FIBRA (real estate investment trust) is a tax vehicle. The Income Tax Law gives special treatment to trusts that acquire or build properties to lease them if they meet these requirements (art. 187 of the Income Tax Law):
- The trustee is a credit institution or a brokerage firm resident in Mexico.
- At least 70% of the assets are invested in those properties or in rights and credits linked to their lease; the rest, in Federal Government securities or debt investment funds.
- Properties cannot be sold until four years after their construction or acquisition. If sold earlier, they lose the preferential treatment.
- The certificates are placed in the country among the general investing public.
- The trustee distributes, at least once a year and no later than March 15, at least 95% of the taxable result of the previous fiscal year.
- The trust is registered in the registry kept by the Tax Administration Service (SAT).
The vehicle does not make provisional tax payments. The holder is the taxpayer: the intermediary that holds the certificates in custody withholds the tax on the distributed income at the general rate of 30% under Article 9. Resident individuals and non-residents without a permanent establishment do not pay tax on the gain when selling the certificates on the stock exchange. And whoever contributes real estate in exchange for certificates may defer the tax on that contribution until they sell the certificates or the trustee sells the property (Article 188, sections III, IV, X and XI, of the Income Tax Law).
The securities issued by a FIBRA are real estate trust certificates (CBFI). The Securities Market Law requires that, if they are registered in the National Securities Registry, they be listed and traded on a stock exchange (Article 63 Bis 1 of the Securities Market Law). The National Banking and Securities Commission (CNBV) sets the requirements for their registration. Among them, a holders' meeting that approves investments of 10% or more of the assets with related parties. The meeting also sets the borrowing rules, with a maximum leverage limit and a debt service coverage ratio that are disclosed to the market (Article 7, section VII, of the General Provisions Applicable to Securities Issuers, the Single Issuers Circular). What it means for you: a FIBRA is an open-market vehicle, with the scale, governance and reporting obligations of a listed issuer.
CKD: capital for Mexican companies, with capital calls
CKDs (development capital certificates) are “development” trust certificates: the proceeds of the issuance are used to invest in shares or equity interests of Mexican companies, or to finance them, directly or through other vehicles (Article 63 Bis 1, section I, of the Securities Market Law). They work as a listed private equity fund.
The Single Issuers Circular regulates its governance. The holders' meeting approves investments of 10% or more of the assets with related parties or in a conflict of interest. The technical committee has a maximum of 21 members, at least 25% independent (Article 7, section VI, of the Single Issuers Circular). They may be issued with capital calls: the issuer places a portion and requests additional contributions from holders when it finds investments (Article 1, section XVII).
Unlike the CERPI, the Circular does not reserve the CKD for a restricted offering. It only requires it to place the initial amount in several successive offerings (Article 7, section VI, subsection 5.5). The investment companies of the afores (SIEFORES) may buy CKDs and CERPIs. This is permitted by the investment regime of the National Retirement Savings System Commission (CONSAR, DOF 31-5-2019, with subsequent amendments).
CERPI: investment projects, restricted offering only
CERPIs (investment project trust certificates) use the proceeds to finance projects and to invest in shares, equity interests or financing of companies, directly or through vehicles (Article 1, section VI, of the Single Issuers Circular). Unlike the legal definition of the CKD, the definition of the CERPI is not limited to Mexican companies.
The clearest practical difference is who can buy them. CERPIs must be offered in restricted public offerings (Article 7, section IX, of the Single Issuers Circular). They are offerings aimed only at institutional investors and at qualified investors for restricted offerings, both in the placement and in the secondary market. For these purposes, a qualified investor is one who maintained, on average, over the last year, investments in securities of at least 20 million investment units (UDI) (Article 1, sections XVI and XIX, and Article 2, section I, subsection m). They also allow capital calls. Their governance gives more weight to independents: the majority of the technical committee must be independent, and the holders' meeting may remove the manager. In addition, SIEFORES may only buy CERPIs that allocate at least 10% of the maximum issuance amount to investing in Mexico (CONSAR investment regime of 2019; confirm the current version). What it means for you: the CERPI is a tool for asset managers raising institutional capital, not for a developer seeking retail investors.
Comparison: FIBRA, CKD, CERPI, SOCIMI and tokenized issuance
| Criterion | FIBRA | CKD | CERPI | SOCIMI (Spain) | Tokenized issuance (Spain) |
|---|---|---|---|---|---|
| Form | Trust with a bank trustee or brokerage firm | Issuing trust | Issuing trust | Public limited company | It is not a vehicle: the issuer is a company (S.A. for shares) |
| What it finances | Real estate for leasing | Shares or financing of Mexican companies | Projects and companies, directly or indirectly | Urban real estate for rent | What the issuance document establishes |
| Main rule | LISR Articles 187-188; LMV Article 63 Bis 1; CUE Article 7.VII | LMV Article 63 Bis 1.I; CUE Article 7.VI | CUE Articles 1.VI and 7.IX | Law 11/2009 | Law 6/2023, Articles 6 to 8; Royal Decree 814/2023 |
| Supervision | CNBV and stock exchange; SAT for tax matters | CNBV and stock exchange | CNBV and stock exchange | Tax Agency for tax matters; CNMV and the market where it is listed | CNMV; register kept by an ERIR |
| Who invests | General investing public | General public or restricted offering; SIEFORES may invest | Institutional and qualified investors for restricted offerings | Any investor, because it is listed | Depending on the offering: qualified investors, or the public with an authorized entity |
| Distribution | At least 95% of taxable income, before March 15 | According to the issuance documents | According to the issuance documents | 100% of dividends from investees, 50% of capital gains, 80% of the remainder | As set by the issued security |
| Trading | Mandatory stock exchange listing (BMV or BIVA) | Stock exchange listing | Stock exchange listing, only among authorized investors | Regulated market or multilateral trading facility | Does not require listing; liquidity is not guaranteed |
| Tax treatment of the vehicle | No provisional tax payments; the holder pays tax (withholding of 30%) | Depending on the trust structure | Depending on the trust structure | 0% in Corporate Income Tax, with special levies | That of the issuing company: tokenizing does not create a tax regime |
What changes compared with a Spanish SOCIMI
The SOCIMI is a public limited company whose main business is buying or developing urban properties to rent them out. Its logic is that of the FIBRA: the vehicle pays almost no tax and the investor is taxed on what it receives. But the legal form is different, a company and not a trust, and the figures also change (Law 11/2009):
- Capital. Minimum of €5 million and a single class of shares (Article 5). The Income Tax Law does not set a minimum capital for the FIBRA.
- Investment. At least 80% of the asset value in urban properties for lease, land to develop them or holdings in entities with the same purpose (art. 3.1), compared with 70% of the FIBRA's assets.
- Holding period. The properties must be leased for at least three years (art. 3.3), compared with the FIBRA's four years without selling.
- Listing. Shares admitted, without interruption, to a regulated market or a multilateral trading facility (art. 4).
- Distribution. 100% of dividends from investees, at least 50% of the profit from the sale of properties and at least 80% of the remainder (art. 6).
- Taxation. 0% rate in Corporate Income Tax and a special levy of 19% on dividends paid to shareholders holding at least 5% that are taxed below 10% (art. 9).
The most recent change affects undistributed profit. Royal Decree-Law 29/2026, in force since October 8, 2026, maintains a special levy of 15% on undistributed profit. It raises it to 25% when it comes from residential rental, including tourist rental. The 25% is halved if more than 80% of rental homes are affordable. It disappears if, in addition, the undistributed profit is reinvested in affordable housing within three years. For periods starting in 2026, that threshold is 60% and for those starting in 2027, 70%. It applies to tax periods starting from January 1, 2026 that had not ended when it entered into force, and is pending ratification by Congress (art. 9 of Royal Decree-Law 29/2026, which amends paragraphs 4 and 5 of art. 9 of Law 11/2009 and adds the fourth transitional provision). What it means for you: a residential SOCIMI that retains profit pays more than an office or logistics one for the same amount. The full requirements are in what a SOCIMI is.
And compared with a tokenized issuance
A tokenized issuance does not compete with FIBRA or SOCIMI: it records shares, bonds or debentures in a system based on distributed ledger technology. In Spain, Law 6/2023 permits that representation. The issuer prepares an issuance document and appoints an entity responsible for the administration of the registration and record (ERIR), which keeps the registry of the securities (arts. 6 to 8 of Law 6/2023; Royal Decree 814/2023). URSUS-3 Capital, A.V. was the first ERIR: its first registration with the CNMV is dated February 7, 2025. As of October 13, 2026, there are 21 issuances registered in the register of ERIRs and issuances. Registration with the CNMV does not imply that the CNMV has validated the conditions of the issuance.
Two nuances. Securities admitted to a trading venue must be represented by book entries or by distributed ledgers within the European pilot regime (art. 6.2 of Law 6/2023). That is why a listed SOCIMI is not tokenized just like that; we analyze it in Tokenized SOCIMI: structure and viability. And tokenizing does not transfer any tax regime: a Spanish vehicle that issues tokenized bonds over a Mexican asset does not pay tax as a FIBRA.
In Mexico, a public offering requires registering the securities with the National Securities Registry (art. 7 of the Securities Market Law), and neither that law nor the Fintech Law provides for representing them on distributed ledgers. Without that registration, a Spanish issuance can only be offered there privately, for example to institutional or qualified investors, or in shares to fewer than one hundred people (art. 8). What it means for you: the tokenized route serves to raise funds in Europe, not to replace a FIBRA or a CERPI before the Mexican investor.
Example: three paths for the same portfolio
Illustrative example with a fictitious company. A Mexican group has five leased industrial warehouses in the Bajío and wants capital to build two more. Its options:
| Path | Who it targets | What it requires | What it does not solve |
|---|---|---|---|
| Contribute the warehouses to a FIBRA | General investing public, via stock exchange | Public offering, listing and issuer governance; the contributor may defer tax until selling the certificates or until the trustee sells the warehouses | Requires scale and ongoing reporting obligations |
| For a management company to raise a CKD or a CERPI | Institutional investors and, in the CERPI, qualified investors for restricted offerings | Professional manager, technical committee, capital calls for the construction | The group ceases to control the vehicle; it fits a fund, not a standalone asset |
| Spanish company issuing tokenized bonds | Qualified European investors | Structure between the Spanish company and the Mexican asset, issuance document, ERIR and prospectus exemption analysis | It does not provide the FIBRA tax regime and, in Mexico, only allows private offering |
The third path only makes sense if the capital is in Europe; the process is in issuing tokenized securities from Mexico and the equivalences, in tokenization of assets in Mexico.
How to decide
- Stabilized portfolio of rental properties, with scale to list: FIBRA in Mexico; SOCIMI if the vehicle and the investors are in Spain.
- Investment program in several companies or projects, with institutional capital: CKD if it invests in Mexican companies; CERPI if you need more flexibility in destination and you only target investors in restricted offerings.
- A specific asset or project seeking European investors: a bond or share issuance from a Spanish company, represented with an ERIR. First compare with the classic route of stock certificates (CEBURES) if your investor is in Mexico.
If the vehicle will be a fund, review funds and asset managers, trust and SPV.
To continue: the 12 alternative financing routes compared and how to finance a real estate development.
Para ampliar: la Ley del Mercado de Valores de México: oferta pública, privada e inversionista calificado y qué es una SAPI y cómo levanta capital.
If you need a law firm to prepare the transaction, at HokenFi's partner law firms you can request proposals from the platform.
Do you have an asset in Mexico and are looking for investors in Europe? Take the issuance diagnostic (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 FIBRAs?
They are Mexican trusts that acquire or build properties to lease them and issue certificates that are placed with the general investing public and listed on the stock exchange. To have their tax regime, they must invest at least 70% of their assets in those properties, not sell them before four years and distribute each year, by March 15 at the latest, at least 95% of their taxable income (arts. 187 and 188 LISR).
What is a CKD in finance?
It is a development capital certificate: a “development” trust stock certificate whose resources are invested in shares or equity interests of Mexican companies, or in their financing, directly or through other vehicles (art. 63 Bis 1 of the Securities Market Law). It works like a private equity fund listed on the stock exchange, with a technical committee, holders' meeting and, often, capital calls.
What is a CerPI?
It is a trust securities certificate for investment projects. Its resources are used to finance projects and to invest in shares, equity interests or corporate financing, directly or through vehicles, without being limited to Mexican companies (art. 1, section VI, of the Single Circular for Issuers). It may only be offered in public offerings restricted to institutional and qualified investors (art. 7, section IX).
What are CKDs and CerPIs and how do they differ?
Both are trust stock certificates with which a manager raises capital to invest in companies or projects, and both allow capital calls. The difference lies in the destination and the investor: the legal definition of CKD refers to Mexican companies, while that of CERPI does not have that limitation, and CERPI must always be placed through a restricted public offering.
What is the equivalent of a FIBRA in Spain?
The closest equivalent is the SOCIMI, the listed real estate investment company under Law 11/2009. It also engages in rental, distributes almost all of its profits and is taxed at 0% under Corporate Tax. But it is a company, not a trust, it requires €5 million in capital and 80% of assets in rental, and has its own special taxes.
How many FIBRAs are there in Mexico?
BIVA's catalog of alternative instruments, consulted on October 13, 2026 and which also includes what is listed on BMV, shows 20 active real estate FIBRAs and 10 FIBRA E. The same catalog lists 83 active CKD issuances and 37 CERPI issuances. It is a count of issuances from one exchange, not an official CNBV census.
