Law for the Promotion of Investment in Strategic Infrastructure for Development with Welfare

Executive Summary

On April 9^th, 2026, the Decree enacting the Law for the Promotion of Investment in Strategic Infrastructure for Development with Welfare (the “FIIDB Law” or the “Law”) was published in the Federal Official Gazette (“DOF”), entering into force on the day following its publication. The same Decree amends and supplements various provisions of the Federal Budget and Fiscal Responsibility Law (the “LFPRH”).

The FIIDB Law is the most significant infrastructure reform of the current federal administration and constitutes the primary public policy instrument for private participation in large-scale projects since the abrogation of the Public-Private Partnership regime. The Law establishes a specialized legal framework for the structuring, financing, and procurement of strategic infrastructure projects (the “Projects”) through joint public-private participation schemes, with the purpose of mobilizing private and social capital toward sectors deemed priority under the National Development Plan.

The sectors expressly covered include: communications, transportation, water, environment and sustainability, energy, health, education, urban development, tourism, industrial parks, and technology, among others.

Implementation caveat. Although the FIIDB Law is already in force, several of its components are programmatic in nature. In particular, (i) the Regulations and the Guidelines of the Ministry of Finance and Public Credit (“SHCP”) must be issued within the following 180 calendar days (approximately October 2026), and (ii) the Strategic Planning Council for Infrastructure Investment (the “Council”) must be established within a maximum term of 120 days (approximately August 2026). Accordingly, the effective implementation of the promotion mechanisms contemplated by the Law will not be immediate.

Governing Principles

Among its governing principles, the FIIDB Law recognizes State stewardship, fiscal sustainability, financial discipline, and transparency in public expenditure.

A central element of the Law is the no budgetary autonomy clause. In general terms, the FIIDB Law does not, by itself, constitute a source of budgetary allocation, expenditure authorization, financing arrangements, granting of guarantees, or assumption of financial obligations, whether direct or contingent, on behalf of the State. Consequently, all expenditures must be channeled through the ordinary procedures set forth in the LFPRH, the Federal Public Debt Law, and all other applicable authorizations.

The applicable supplementary legal framework is organized in three tiers:

• Budgetary and accounting regulations, including the LFPRH, the Federal Public Debt Law, and the General Government Accounting Law;
• Civil, commercial, and financial regulations, including the Federal Civil Code, the Commercial Code, the Securities Market Law, and the General Law of Business Corporations; and
• Public procurement regulations, including the Public Sector Acquisitions, Leases and Services Law, the Public Works and Related Services Law, and applicable sector-specific provisions.

Key Legal Instruments

I. Special Purpose Vehicles

The Law authorizes the creation of Special Purpose Vehicles (“SPVs”) as the operational core of the investment schemes. SPVs may take the form of public or private trusts (fideicomisos), mandates (mandatos), corporations (sociedades anónimas or SA), investment promotion corporations (SAPI), listed investment promotion corporations (SAPIB), listed corporations (SAB), or any analogous vehicle. Their sole corporate purpose is the investment in or financing of Projects, and they must at all times seek the most favorable economic and financial conditions for project execution.

SPVs may issue trust certificates or analogous debt instruments for financing purposes, receive contributions from the Federal Government in cash or in kind, and access guarantees from the Federal Government or from Development Banking Institutions or multilateral entities. The Law clarifies that the mere creation of an SPV does not entail obligations on behalf of the Federal Government nor does it constitute authorization for the issuance or public offering of securities; the Securities Market Law must be observed at all times.

FONADIN and other public funds created by operation of law may establish SPVs to enhance the investment conditions of Eligible Projects. The management, administration, and execution of SPVs must be overseen by an external auditor appointed in accordance with the Regulations.

II. Joint Public-Private Participation Schemes

Joint Public-Private Participation Schemes constitute the contractual mechanism through which the public and private or social sectors jointly participate in infrastructure development. The Law develops in greater detail two main modalities, without prejudice to other schemes provided for in specific sector legislation or as determined by the Regulations:

• Long-Term Contracting. The private sector finances, designs, builds, operates, and maintains infrastructure for a specified term, in exchange for periodic payments linked to performance standards, service levels, or pre-established outcomes. Contracts have a minimum term of 4 years and a maximum term of 40 years, including extensions. Upon expiration, the transfer of assets to the State is mandatory, unless a special legal provision provides otherwise; such transfer must be carried out under the technical and financial conditions agreed upon by the parties in the contract, according to the nature of the project.

This modality may be implemented through contracts, concessions, assignments, permits, partnerships, trusts, SPVs, State-owned enterprises, or majority state-owned companies. For investment recovery, payments may be made from authorized budgetary resources, project-generated revenues, freely available funds, or any other permitted source.

• Mixed Investment. The State and the private or social sector directly co-participate in the equity capital, trust estate (patrimonio fideicomitido), or participation interest of the Project’s legal vehicle, sharing risks, costs, and revenues. Public participation may be majority, minority, or parity, whether direct or indirect.

The mixed investment agreement must contain, at minimum: each party’s participation interest, contribution regime and valuation criteria for non-monetary contributions, profit and loss distribution, governance rules, performance standards, termination conditions and asset reversion, social and community impact program, and dispute resolution procedures. Payments or consideration may not be increasing in real terms.

Both modalities require prior approval from the Council, which does not in itself constitute budgetary authorization nor does it bind the Federal Government to disburse funds. Prior to such approval, a financial and budgetary assessment must be conducted, including profitability analysis, cost-benefit analysis, impact on public finances, fiscal risks, multi-year commitments, and contingent liabilities.

III. Strategic Planning Council for Infrastructure Investment

The Council is the permanent advisory body responsible for determining the eligibility and approval of Projects, issuing coordination guidelines, and formulating non-binding recommendations on strategic investment policies. It lacks independent legal personality and assets, and its members serve in an honorary capacity.

The Council is chaired by the President of the Republic, with the SHCP as alternate, and is composed of the Ministries of Energy, Economy, Infrastructure, Communications and Transportation (SICT), Anti-Corruption and Good Governance, Environment and Natural Resources, National Defense, Navy, SEDATU, the Office of Legal Counsel to the Federal Executive, and Banobras. The following participate as permanent guests with voice but without vote: the Ministry of Welfare, the Ministry of Tourism, CONAGUA, FONATUR, CAPUFE, the Digital Transformation and Telecommunications Agency, the Ministry of Science, Humanities, Technology and Innovation, NAFIN, and the Rail and Integrated Public Transportation Agency.

Its substantive powers include: (i) determining the eligibility and approval of Projects for incorporation into SPVs; (ii) approving the national short-, medium-, and long-term investment strategy; (iii) revoking the viability of Projects; and (iv) evaluating and approving the continued granting of Incentives (Apoyos).

The submission of Projects merely entitles the applicant to have the Council analyze and evaluate them, without such submission creating any right to the Project’s incorporation into an SPV, or to the granting of Incentives (Apoyos) or Benefits (Beneficios). In turn, the approval and incorporation determination does not constitute an act of authority and is not subject to any appeal or administrative remedy, as it involves public policy planning actions without direct legal effects on subjective rights or on the legal sphere of private parties.

The Council must be established within 120 calendar days following the Law’s entry into force. At its first session, the operating rules for its functioning must be approved.

IV. Special Procurement Regime

The Law establishes its own bidding and procurement regime applicable to Approved Projects (Proyectos Procedentes), with the following main features:

1.- Bidding process. Call for proposals with a minimum period of 20 business days for submission; simultaneous publication in the DOF, the procuring agency’s website, the Digital Public Procurement Platform, a national newspaper, and a newspaper in the state where the project will be developed.

2.- Award criteria. The winning proposal is that which offers the best conditions for the State according to the criteria previously established in the bid terms. In the event of a tie, preference is given to greater domestic job creation and the use of domestically sourced goods or services.

3.- Guarantees. For construction: between 5% and 25% of the required investment amount. For services and supplies: between 50% and 100% of the annual consideration. For the bidding process: up to 10% of the estimated investment value.

4.- Economic equilibrium. The contractor is entitled to a contract review when, as a result of an administrative, legislative, or judicial act subsequent to the submission of economic proposals, which was not foreseeable at the time of award, execution costs substantially increase and the financial viability of the project is jeopardized.

5.- Exceptions to bidding. Invitation to at least three persons or direct award is permitted in specified cases: absence of market alternatives, military purposes, circumstances that may cause significant, quantifiable and verifiable losses or additional costs, prior rescission, replacement due to early termination, and strategic alliances for technology transfer.

6.- Strategic Investment Contracts. These may only be entered into with legal entities or trusts whose corporate purpose includes the activities necessary for project development, which purpose may also encompass participation in the corresponding bidding process. The minimum term is 4 years and the maximum is 40 years, including extensions.

Dispute Resolution

The FIIDB Law establishes a tiered dispute resolution system. On technical and economic matters, the parties must prioritize alternative mechanisms, and may agree to arbitration at law (arbitraje de estricto derecho) pursuant to Title Four, Book Five of the Commercial Code, subject to the following mandatory conditions: (i) governing law: Mexican federal laws; (ii) language: Spanish; and (iii) the award shall be binding and final for both parties.

Arbitration has significant substantive limitations: the revocation of authorizations in general and acts of authority may not be submitted to arbitration. Disputes concerning the legal validity of administrative acts may only be resolved before federal courts.

For Mixed Investment Agreements, the Law provides for a prior stage of direct negotiation and, failing agreement, the formation of a three-member expert committee appointed by the parties to address technical or economic disputes—without authority to rule on legal matters or contractual modifications.

Transparency, Accountability, and Sanctions Regime

The Law subjects Projects to the principle of maximum disclosure under the terms of the General Law on Transparency and Access to Public Information. Developers and contractors are required to provide information and permit verification visits.

Non-compliance by public officials is sanctioned under the General Law of Administrative Responsibilities, regardless of any civil or criminal liability that may arise from the same facts.

Additionally, each government agency or entity sponsoring SPVs must render accounts regarding them and ensure strict compliance with applicable transparency provisions (Art. 139).

Amendments to the LFPRH

The Decree integrates strategic investment contracts into the ordinary budgetary framework through the following amendments to the LFPRH:

• Art. 9 Bis (addition). Government agencies and entities entering into strategic infrastructure contracts must report to the SHCP the valuation of associated liabilities, assets, and contingencies. This obligation must be contractually passed through to counterparties.
• Art. 21 (amendment). Projects for Development with Welfare shall enjoy budgetary protection against cuts arising from expenditure adjustments due to revenue shortfalls.
• Art. 32 (amendment). Multi-year commitments arising from strategic investment contracts must be provided for in the Expenditure Budget Bill for the budgeted fiscal year and the following five years, with priority over other expenditure provisions.
• Art. 35 Bis (addition). The SHCP may authorize, on an exceptional basis, that agencies and entities issue calls for proposals without budgetary sufficiency, conditioning the award on the processing of the corresponding adjustments prior to the ruling.
• Art. 50 (amendment). Strategic investment contracts are included within the multi-year contracts regime, with mandatory quarterly reporting of amounts disbursed and total commitments over the life of the project.

Sector Relevance and Practical Considerations

1.- Energy Sector. Projects in the electricity and hydrocarbons sectors continue to be governed by the Electricity Sector Law and the Hydrocarbons Sector Law, without precluding access to SPVs, federal guarantees, and the Law’s promotion mechanisms to optimize their financial structure.

Projects initiated in 2026 may be submitted to the Council to access EPVs (Fifth Transitory Provision); whereas prior projects may migrate to Mixed Participation Schemes, subject to mutual agreement between the parties and approval by the Council (Eighth Transitory Provision).

2.- E-Mobility and EV Infrastructure. Mobility, industrial parks, logistics, and connectivity technologies are expressly included in the sector catalogue. Charging infrastructure developers, battery manufacturers, and electric fleet operators may structure projects under Joint Public-Private Participation Schemes with public participation.

3.- Tourism and Hospitality Infrastructure. The tourism sector is included in the sector catalogue and FONATUR participates as a permanent guest of the Council. Projects in restricted zones must additionally comply with the requirements of the Foreign Investment Law.

4.- Foreign Investment. The FIIDB Law does not establish special rules for projects with foreign capital; accordingly, sectoral restrictions, authorization thresholds before the National Foreign Investment Commission, and registration obligations with the RNIE remain fully in effect.

Next Regulatory Steps

Conclusions

The FIIDB Law represents a regulatory change of primary importance for all economic agents with investment projects in infrastructure sectors in Mexico.

Its practical relevance is twofold: on the one hand, it opens promotion mechanisms—access to SPVs, federal guarantees, tax incentives, multi-year contracts—that did not have an articulated and systematic framework under prior legislation; on the other, it imposes new transparency, reporting, and liability valuation obligations that will affect the negotiation and structuring of long-term contracts.

Companies with projects in covered sectors—particularly energy, e-mobility, tourism, and industrial infrastructure—should begin reviewing their portfolios now to identify which projects may qualify as Eligible or Approved, and which legal structures will be most advantageous once the Council is established and the Regulations are issued.

We remain at your disposal for any inquiry or specific advice you may require in connection with the matters addressed in this Client Alert ¹.

[1] This Client Alert is provided for general informational purposes only and does not constitute legal advice or a legal opinion regarding any specific situation. The information contained herein is based on the legislation in effect as of the date of its preparation and may be subject to changes resulting from the issuance of the Regulations, the SHCP Guidelines, and other secondary provisions. Furthermore, the content of this note is not intended, nor should it be construed or used at any time or under any circumstances, for the purpose of avoiding or evading compliance with tax obligations or penalties that may be imposed by the competent authorities under current law.

The criteria contained herein may differ from the criteria made available by the tax authorities pursuant to Article 33, Fraction I, subsection h) of the Federal Tax Code. Likewise, the legal advice provided by the Firm to its clients may be contrary to the interpretation of the tax authorities. For specific advice regarding your particular situation, we invite you to directly contact the attorneys at Ibarra del Paso Gallego.

This document is confidential and protected by attorney-client privilege. Its distribution or reproduction without the express authorization of the Firm is prohibited.