Mexico Infrastructure Investment Law: Structuring Considerations for Private Investors

April 16, 2026

Structuring Considerations for Mexico's Newly Approved Infrastructure Law

Aldo Gonzalez, Luis Gonzalez Ludlow, Alejandro Landa Thierry Holland & Knight LLP + Follow Contact LinkedIn Facebook X ;) Embed

The Mexican Congress approved on April 7, 2026, the new Law for the Promotion of Investment in Strategic Infrastructure for Welfare Development (Ley para el Fomento de la Inversión en Infraestructura Estratégica para el Desarrollo con Bienestar). The bill, submitted by the federal government on March 19, 2026, was approved by the Chamber of Deputies and the Senate, adding to the set of investment instruments the government has announced to encourage investment in Mexico.

Key Points

• New Framework. This new law creates a comprehensive regulatory framework seeking to attract public, private and social investment in strategic infrastructure projects, including transportation, energy, water, health, education and technology.
• Special Purpose Vehicles (SPVs). Mechanisms such as trusts, corporations and other legal vehicles are established to channel investments, including the possibility of issuing trust bonds and other securities.
• Mixed Participation Schemes. Government participation may be majority, minority or equal. The law permits long-term contracts (up to 40 years) and mixed investment schemes with risk distribution.
• Strategic Planning Council. An advisory body chaired by the federal executive evaluates, approves and monitors eligible projects.
• Guarantees and Financial Support. Approved projects may access guarantees from the federal government, development banks or multilateral institutions, improving financing conditions.
• Fiscal and Financial Discipline. The law does not create new expenditure sources, nor can it be interpreted as an autonomous legal basis for budget allocation; all commitments must comply with the applicable budgetary and public debt legislation (in most cases, this implies legislative authorizations at the federal or state level).
• Amendments to the Federal Budget and Fiscal Responsibility Law (Ley Federal de Presupuesto y Responsabilidad Hacendaria or LFPRH). Provisions are modified to integrate strategic infrastructure multi-year contracts into the federal budgetary framework.
• Risk Allocation. Rules and regulations will be key to properly assessing risk allocation and bankability.

Investment Models: What Changes for the Private Investor?

SPVs

SPVs are legal instruments for channeling project investment and financing. Their primary function is to isolate the project's assets, cash flows and risks, and to serve as a platform for the joint participation of public and private investors.

Under the law, SPVs may take various legal forms, including public or private trusts, commercial companies (investment promotion corporations and variable capital publicly traded corporations) or other equivalent vehicles. They may also be structured to issue debt instruments, trust bonds and other securities.

The Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público or SHCP) may establish or rely on SPVs to coordinate with the private and social sectors. The creation of an SPV will not, by itself, imply the state's assumption of financial obligations or its automatic budgetary recognition. Any public sector participation must comply with the applicable fiscal discipline framework and obtain the corresponding authorizations.

Existing Public Funds and Trusts

The National Infrastructure Fund (FONADIN) and other public funds created by law or decree may constitute SPVs to improve the investment conditions for eligible projects. The federal government may make contributions in cash or in kind to these vehicles in accordance with applicable legislation.

Mixed Participation Schemes

Mixed participation schemes are mechanisms through which the economic relationship between the public and private sectors is defined within a project, including risk allocation, repayment source and return structure. The law permits the following three main forms of public-private participation:

| Scheme | Description |
| Long-Term Contracting | Private participation in financing, design, construction, operation and maintenance in exchange for periodic payments tied to performance |
| Mixed Investment | Joint participation in equity, sharing risks, costs, investments and benefits |
| Sectorial-Specific Schemes | Includes energy sector mechanisms, co-investment, partnerships and contracts provided under sectoral legislation |

Long-Term Contracting (Availability or Performance Model)

Under this model, the private investor participates in the financing, development and operation of a project, and recovers its investment through periodic payments by the relevant public entity, generally tied to compliance with performance indicators.

This scheme will require careful structuring of multi-year payment commitments and a thoughtful risk allocation design, including early termination and asset reversion or substitution. Given the complexity of these variables, the choice of dispute resolution mechanisms will also be an essential component.

Mixed Investment (Equity Co-Investment Model)

Private investors may participate directly in the equity or assets of a vehicle alongside the public entity, sharing both the return potential and the project's risks. This model approximates a joint venture structure with the state.

Under this model, investor protection will depend largely on contractual and corporate design, including governance rights, exit mechanisms, economic rights and minority protections, none of which are standardized by the law and must be negotiated on a case-by-case basis.

As with the mixed investment models of the Federal Electricity Commission (Comisión Federal de Electricidad or CFE), the valuation (accounting and financial) of contributions made by public entities will be a key factor in project structuring.

Project Life Cycle

The project development process under the law can be understood in the following three stages within the interaction with the Strategic Planning Council for Infrastructure Investment and other competent authorities:

• Stage 1 (Eligibility). The eligibility determination constitutes an initial filter and does not in itself imply budgetary authorization, resource allocation or approval for project execution.
• Stage 2 (Approval). Once determined eligible, the project may be reviewed for approval, which includes assessment of its potential incorporation into an SPV and the feasibility of its structuring under the mechanisms provided by the law.
• Stage 3 (Award). The law does not replace existing contracting procedures, nor does it establish an autonomous award regime. the selection of contractors and formalization of projects must comply with the applicable legal provisions in each case, including those relating to competition, transparency and fiscal discipline.

The Strategic Planning Council: Composition and Status

As of this date, the council has not been created. Under the transitional provisions of the law, a period of up to 120 calendar days from publication in the Official Gazette of the Federation (Diario Oficial de la Federación or DOF) is available for its installation and adoption of operating rules, as well as an additional period of up to 180 days for the issuance of the law’s regulations and the corresponding guidelines by the SHCP.

Timeline: What's Coming and Why It Matters

The law enters into force with relevant operational elements subject to regulatory development and administrative guidelines. This reflects a design that delegates to secondary legislation the definition of applicable criteria, procedures and methodologies. Accordingly, for projects currently under structuring, the implementation timeline (shown below) is as relevant as the law's text itself.

| Timeline | Regulatory Milestone | Relevance for Projects Under Structuring |
| 1 day after publication in the DOF | The law and LFPRH reforms enter into force. | Preparation of information and preliminary structuring |
| 120 days after publication in the DOF | The council is installed and operating rules are approved at first session. | The institutional body for project evaluation becomes operational. The formal pipeline may begin in accordance with internal rules yet to be defined. |
| 180 days after publication in the DOF | The federal government issues the law's rules and regulations, and SHCP guidelines are published in the DOF. | Key operational aspects are clarified (e.g., evaluation processes, formats and administrative criteria). Their specific scope will depend on the content of those provisions. |
| 2026 projects and existing contracts | Projects initiated in 2026 prior to entry into force may be submitted to the council. | Ongoing projects could potentially join the regime, subject to eligibility review and compatibility with applicable requirements. |
| Pre-existing contracts may migrate to mixed participation schemes, upon agreement of the parties and council approval. | Potential restructuring of projects currently under execution. Viability will depend on contractual negotiation and the corresponding approvals. | |
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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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