A trust is a contract by which a person, the settlor, transfers assets or rights to a trustee, who administers them for a specific purpose for the benefit of a third party, the beneficiary. Those assets form a separate estate that is not liable for the debts of the parties. In Latin America it is also the most frequent vehicle for tokenizing assets.
The three parties and the separate estate
Every trust revolves around three roles, although each country gives them somewhat different names:
- Settlor (fiduciante in Argentina): the one who contributes the assets, whether the owner of a plot of land, a company that assigns receivables or a group of investors.
- Trustee: the one who receives title and exercises it according to the contract. In several countries only an authorized entity can act as such, the trust company.
- Beneficiary: the one who receives the fruits or the assets at the end. The Argentine Code distinguishes the beneficiary, who collects during the contract, from the remainder beneficiary, who receives the assets when the trust ends.
What gives meaning to the figure is the separate estate. The trust assets leave the settlor's estate, but they are not mixed with those of the trustee either: the creditors of either cannot seize them. For a company seeking financing, that separation is the central argument: it isolates an asset or a revenue stream from the general risk of the business and offers financiers something concrete and delimited.
Types of trust used by companies
| Type | What a company uses it for | Typical example |
|---|---|---|
| Guarantee | To secure a loan with assets that the trust company can sell in case of default | A property or receivables pledged to the payment of a loan |
| Administration | To entrust a third party with the orderly management of assets or payments | Collection of rents and payment to suppliers of a project |
| Investment | To pool contributions from several investors into a common estate with clear rules | Financial trusts that issue debt securities or participation certificates |
| Real estate | Develop, build or operate a property with third-party funds | Building constructed with contributions from future owners |
The categories combine: a real estate trust is often both a management and an investment trust.
How the trust differs from country to country
The basic structure is the same across the region. What changes is who can act as trustee and which supervisor oversees the transaction.
- Mexico. The General Law on Negotiable Instruments and Credit Operations defines it as the transfer of assets or rights to a trust institution for lawful and specific purposes. Only expressly authorized entities can be trustees: banks, insurers, surety companies, brokerage firms and sofomes with current registration, among others.
- Colombia. The figure is called fiducia mercantil and is regulated in the Commercial Code. When there is a transfer of assets, an autonomous estate is formed; if there is not, it is called an encargo fiduciario. Only trust companies supervised by the Superintendencia Financiera can act as trustees.
- Argentina. The Civil and Commercial Code has regulated the trust contract since 2015. In an ordinary trust, the trustee can be any person; in a financial trust, whose securities can be offered to the public, it must be a financial entity or a company authorized by the CNV. If the assets are not enough to pay the trust's debts, there is no bankruptcy but a judicial liquidation.
- Peru. The General Law of the Financial System defines the trust as the transfer of assets to create a trust estate, separate from that of all parties and subject to fiduciary ownership. Trust companies are entities supervised by the SBS, and trusts for securitization with public offering are under the SMV.
Why Latin America tokenizes with trusts
Tokenizing an asset requires first resolving a legal question: what right the token represents. A property or a loan portfolio cannot be divided into thousands of registrable fractions; participation in an estate that contains them can.
The trust offers that. The asset is transferred to the trust company, is isolated from the originator and the token represents rights over the trust estate: a share of the rents, the sale price or the repayment of a loan. The trust company, supervised in most countries, also provides an identifiable custodian.
Argentina is the most developed case. In June 2025, the CNV created, with RG 1069/2025, a tokenization regime in a testing environment that began precisely with participation certificates of financial trusts and units of closed-end funds with real assets. It later expanded it to shares and negotiable obligations, and in June 2026 RG 1150/2026 extended the sandbox until December 31, 2027. One of the first public cases was a financial trust over agricultural fields placed in December 2025. The guide to asset tokenization in Argentina covers each stage.
In the rest of the region, the trust is also the starting structure, but without a specific regime for the token. In Mexico, for example, there is no figure today that recognizes tokenized securities, as explained in the guide to asset tokenization in Mexico. There the token works as a contractual layer over trust rights and, if offered to the public, may fall under securities regulations with all their requirements.
Latin American trust vs. SPV with ERIR
Europe solves the same problem another way. Spanish law does not have a general-purpose trust, so asset separation is achieved with a special purpose vehicle (SPV) that owns the asset and issues negotiable securities. Those securities are registered on distributed ledger technology through an ERIR, a figure created by Article 8 of Ley 6/2023 and developed by Real Decreto 814/2023. The first ERIR, URSUS-3 Capital, A.V., was authorized in November 2024.
| Aspect | Trust (Latin America) | SPV + ERIR (Spain) |
|---|---|---|
| Vehicle | Contract that creates a separate estate managed by a trust company | Special purpose corporation, owner of the asset |
| What the token represents | Rights over the trust estate (rents, price, repayment) | Shares or bonds of the special purpose vehicle |
| Who custodies the asset | The trust company, an entity authorized in Mexico, Colombia and Peru | The special purpose vehicle itself, with its governing bodies and accounts |
| Registration status of the token | Specific regime in Argentina (CNV sandbox); in other countries, contractual layer | Negotiable security registered by an ERIR authorized by the CNMV |
| Offering regulations | Local securities regulations if there is a public offering | MiFID II and Prospectus Regulation; MiCA does not apply (art. 2.4) |
| Offering document | Depending on the country and the chosen regime | Prospectus exemption up to 12 million euros as of 5 June 2026; above that, prospectus with European passport |
| Individual investor | Local, in local currency or dollars | European, in euros |
Neither of the two structures is superior in the abstract. A trust fits when the asset, the issuer and the investors are in the same country, and that country has experienced trust companies. The combination of an SPV and an ERIR makes sense when you want to raise euros with a security that the European investor recognizes and that MiCA leaves outside its scope because it is a financial instrument. Mixed structures are also possible: a local trust owning the asset and a European special purpose vehicle that finances the project, with contracts connecting both sides.
To compare the routes country by country, the hub for Latin American issuers summarizes what each regulator allows today.
Frequently asked questions
What is the difference between settlor, trustee and remainder beneficiary?
The settlor contributes the assets, the trustee receives and administers them according to the contract, and the remainder beneficiary is the one who receives the benefits or the assets upon termination. In Argentina, the settlor is called the fiduciante, and a distinction is also made between the beneficiary, who receives payments during the contract, and the remainder beneficiary, who receives the assets at the end.
Who can be a trustee?
It depends on the country. In Mexico, only authorized institutions, such as banks, insurers, brokerage firms or registered sofomes. In Colombia, only trust companies supervised by the Superintendencia Financiera. In Peru, entities supervised by the SBS. In Argentina, any person in an ordinary trust, although a financial trust requires a financial institution or a company authorized by the CNV.
Can a trust be tokenized?
Yes, and it is the most common way to tokenize in Latin America: the token represents rights over the trust estate. Argentina has a CNV regime that allows it for financial trusts with public offering. In other countries, the token is a contractual layer and, if offered to the public, may be subject to securities regulations.
Related: trust securities certificates.
Is your asset already in a trust and do you want to reach European investors? 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.
