Your Mexican company wants to tokenize an asset: a building, a debt portfolio, the capital of a subsidiary. The first question comes by itself: can the Fintech Law serve as a vehicle? The short answer is no for that. Mexican law regulates collective financing and electronic payments; it does not create a registry of tokenized securities. That difference determines the entire structure of your issuance.
If you are going to issue from Mexico, in issuing tokenized securities from Mexico you have the three routes, who maintains the registry, and how the issuance with HokenFi is prepared.
This guide explains what the Ley para Regular las Instituciones de Tecnología Financiera allows, what it left out, and by what criteria to choose between the Mexican framework and the European route. All at the general level an issuer needs to decide; the details of Mexican law are for a Mexican lawyer.
What Mexico's Fintech Law really regulates
The Ley para Regular las Instituciones de Tecnología Financiera was published in the Diario Oficial de la Federación on March 9, 2018, and was a pioneer in the region. Its subject matter is the Instituciones de Tecnología Financiera, the ITF, and the services they provide (LRITF, DOF 9 Mar 2018).
The law creates two legal figures, and only two:
- Instituciones de financiamiento colectivo (IFC). Crowdfunding platforms that connect applicants with investors. They can intermediate debt, equity, and co-ownership or royalty financing, with fundraising caps set by secondary regulation.
- Instituciones de fondos de pago electrónico (IFPE). Issuers and managers of electronic money balances: wallets, payment accounts, transfers.
Operating as an ITF requires authorization from the CNBV, with approval from a committee in which the Secretaría de Hacienda and Banco de México participate. Supervision is divided among the CNBV, Banxico in its areas (payments, foreign exchange, virtual assets), and CONDUSEF for user protection (LRITF).
A nuance that saves the issuer confusion: the Fintech Law regulates the platforms, not the party raising funds. A company that finances its project through an IFC does not apply for a license; it publishes its campaign on an already authorized platform and accepts its caps and information rules. The issuer uses the legal figure, it does not obtain it.
The criterion for this section: if your activity is connecting investors with projects or managing payment balances, the Fintech Law gives you a legal figure. If your activity is issuing shares or bonds represented on blockchain, you will not find it here.
Virtual assets: a more restrictive regime than it seems
The Fintech Law recognizes virtual assets as a category and tasks Banco de México with defining which can be traded and under what conditions. Many read that chapter in 2018 as an opening to the crypto business from the financial system. Banxico responded in the opposite direction.
Circular 4/2019 allows banks and ITFs to operate with virtual assets only in internal operations, with prior authorization from Banxico, and prevents them from offering the public exchange, transmission, or custody services for those assets (Circular 4/2019 Banxico, DOF 8 Mar 2019).
The practical consequence: crypto exchanges that serve the Mexican public operate outside the regulated financial perimeter, subject to anti-money laundering obligations but without a prudential license. And a fact that matters to the issuer: this regime speaks of cryptocurrencies as a means of payment. It does not answer the question of how to represent a share or a bond on blockchain with legal effect. That question belongs to securities market legislation, not to the Fintech Law.
Novel models: the Mexican sandbox
The law includes a third route that creates confusion: novel models. It is a temporary authorization to test financial services with innovative technological tools, with a limited number of clients and a limited term set by the authorization itself. The financial authorities coordinate the evaluation of each application.
The sandbox is for piloting a service that does not fit existing figures. It does not work as a permanent issuance vehicle: authorization expires and volume is limited. Criterion: if your plan is a real issuance with real investors and intended to be permanent, the sandbox is not your framework.
What the Fintech Law does not do: tokenized securities
Here is the point that decides structures. The Mexican Fintech Law does not contain any legal figure that registers tokenized securities and gives effect to that registration against third parties. None of its figures (IFC, IFPE, sandbox) turns a token into a share or a bond with full legal effect. And in Mexican securities market legislation, as of the date of this guide, there is no figure equivalent to the Spanish ERIR that gives the token registry effects against third parties; the Securities Market Law, reformed in December 2023 with simplified issuances, follows another path, and the detail of that regime is a matter for Mexican legal advice.
Spain did take that step. Ley 6/2023 allows shares, bonds and participations to be represented by systems based on distributed ledger technology, and Article 8 requires an ERIR for this: the entity responsible for registration and record-keeping, the digital notary that certifies who holds each security. The figure is developed by RD 814/2023 and the first authorized ERIR, URSUS-3 Capital A.V., has been operating since November 2024 (art. 8, Ley 6/2023; RD 814/2023). What it is and how it works: the ERIR explained.
A European nuance that avoids confusion: when the token incorporates rights of a financial instrument, the applicable framework is that of the securities market (MiFID II and national legislation), not MiCA, which excludes these cases in its Article 2.4 (Regulation (EU) 2023/1114).
Mexican framework and European route, criterion by criterion
| Criterion | Mexican framework (LRITF) | European route from Spain |
|---|---|---|
| Legal basis | LRITF (DOF 9-Mar-2018) and secondary regulation | Ley 6/2023, RD 814/2023, MiFID II, Prospectus Regulation |
| Authorized figures | IFC (crowdfunding) and IFPE (payments) | ERIR for registration; ESIs for placement |
| Tokenized securities with registry effects | No specific legal figure | Yes: registration by the ERIR (art. 8, Ley 6/2023) |
| Virtual assets | Only internal operations of banks and ITFs (Circular 4/2019) | MiCA for crypto-assets; security tokens fall outside MiCA (art. 2.4) |
| Investor scope | Local fundraising, with crowdfunding caps | 27 EU countries with a passported prospectus (arts. 24-25, Regulation (EU) 2017/1129) |
| Supervisor | CNBV, Banxico and SHCP; CONDUSEF for users | CNMV; national host supervisors in the passport |
| Sandbox | Novel models: temporary and limited | DLT Pilot Regime for market infrastructures (Regulation (EU) 2022/858) |
When Mexico is enough and when to look to Europe
The local framework is enough for you if your investors are Mexican, the amount fits within the crowdfunding caps and you do not need the token to be the security. An authorized IFC, or the traditional stock market circuit, solves the fundraising without setting up structures abroad. Adding a European vehicle to a purely local operation is cost with no return.
Ask yourself three questions before deciding. Where is the capital I am looking for: in Mexico or in Europe? Do I need ownership to live in the token, with a registry that produces legal effects, or is a contractual right recorded on a platform enough? Do the amount and the profile of my investors justify a passportable prospectus? Two answers on the European side tilt the structure toward Spain.
The European route comes into play when any of these three conditions is met: you want the token to be the security, with a registry entry that produces legal effects; you want to raise capital from European investors; or you want a prospectus that, once approved, works throughout the EU. In that case the path goes through a Spanish vehicle with an ERIR and, if the amount or scope require it, a passportable CNMV prospectus (Regulation (EU) 2017/1129). The details of the mechanism are in the European prospectus passport.
The two routes do not compete: they complement each other. A Mexican issuer can raise capital locally under its figures and, in parallel, structure the European tokenized issuance from a Spanish vehicle. The complete process for issuers in the region, from setting up the vehicle to registration with the ERIR, is in the guide tokenization for issuers from Latin America, and the comparison with other European jurisdictions in Spain versus other jurisdictions.
The decision, in one sentence: the Mexican Fintech Law covers crowdfunding and payments; tokenized securities with registration effects, today, are structured under frameworks such as the Spanish one.
Related: stock certificates (CEBURES).
If your issuance seeks European capital or needs the token to be the security, the Fintech Law is not your vehicle and the Spanish framework can be. Take the issuance diagnosis (2 min) or request a proposal. If you prefer to start by reading, download the 2026 guide.
This content is informative and educational. It does not constitute legal, tax, or investment advice. Verify the current version of each rule in the DOF, the BOE, and 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 does the Mexican Fintech Law regulate?
The Law to Regulate Financial Technology Institutions (DOF 9-Mar-2018) regulates two types of entities: collective financing institutions, which intermediate crowdfunding for debt, equity, and co-ownership or royalties, and electronic payment fund institutions. It adds a virtual asset regime under Banco de México and a sandbox for innovative models. Authorization and supervision correspond to the CNBV, Banxico, and the SHCP.
Does the Mexican Fintech Law allow issuing security tokens?
No, not as securities with registration effects. The law regulates crowdfunding and electronic payment platforms, and its virtual asset regime limits banks and ITF to internal operations (Banxico Circular 4/2019). There is no figure in it that registers tokenized securities and gives legal effect to that registration, such as the Spanish ERIR of Ley 6/2023.
When does the European route suit a Mexican issuer?
When it wants the token to be the security, with registration by an ERIR; when it seeks European investors; or when it needs a prospectus approved by the CNMV and passportable across the entire EU. The transaction is structured with a Spanish vehicle and coordinated remotely. If the fundraising is local and fits Mexican crowdfunding, local figures are enough.
