Decree issuing the law for the SPCII


On April 9th, 2026, the Decree issuing the new Law for the Promotion of Investment in Strategic Infrastructure for Development with Well-being (hereinafter, the "Law") (Ley para el Fomento de la Inversión en Infraestructura Estratégica para el Desarrollo con Bienestar) was published in the evening edition of the Official Gazette of the Federation and various provisions of the Federal Budget and Fiscal Responsibility Law (Ley Federal de Presupuesto y Responsabilidad Hacendaria) were reformed.

The Law establishes a framework to promote investment in strategic public infrastructure projects. It seeks to catalyze economic development, reduce inequality, and strengthen national sovereignty through the coordinated participation of the public, private, and social sectors. It introduces the creation of Investment Coordination Vehicles, regulates Strategic Investment Contracts, and provides for the establishment of a Strategic Planning Council. Likewise, reforms were made to the Federal Budget and Fiscal Responsibility Law to align the fiscal framework with these new schemes.

The Purpose of the Law  

The purpose of the Law is to regulate investment mechanisms that promote the execution of strategic public infrastructure projects contributing to national development with well-being, through the participation of the public, private, and social sectors, while ensuring the stewardship of the State (Art. 1).

Investment Mechanisms

The Law defines "investment mechanisms" as the investment promotion or financing actions between the instances of the public, private, and social sectors, aimed at the development of infrastructure with well-being. These mechanisms are intended to channel resources in an orderly manner, allocate risks efficiently, and expedite the execution of priority projects.

Special Purpose Vehicles (SPV)

An SPV is a legal entity created with a specific purpose, designed to coordinate, finance, and implement strategic projects. It may adopt various legal forms—such as trusts, corporations, or mandates—and its purpose is to facilitate investment and coordination between the public and private sectors, all within a regulated framework.
 
  • SPV may be structured as trusts (public or private), mandates, or under the corporate forms provided by the General Law of Commercial Companies and the Securities Market Law, such as a Corporation (Sociedad Anónima), Investment Promotion Corporation (Sociedad Anónima Promotora de Inversión), Publicly Traded Investment Promotion Corporations (Sociedad Anónima Promotora de Inversión Bursátil), or Publicly Traded Corporation (Sociedad Anónima Bursátil).
  • To enhance financial conditions, SPVs are expressly authorized to issue trust certificates (certificados bursátiles fiduciarios) or analogous debt instruments, subject to the applicable regulation of the securities market.
  • Corporate Oversight: These vehicles are required to appoint an external auditor to oversee their administrative, legal, and financial management, as well as to issue an annual opinion on their financial statements.

Mixed Participation Schemes  

These are schemes in which public entities participate, directly or indirectly, jointly with the private or social sector (or both), in the financing, design, construction, operation, or maintenance of projects, sharing risks, costs, and investments. The following schemes are contemplated:
 
  • Long-Term Contracting: The private or social sector participates in (i) the financing, (ii) the construction, (iii) the operation, or (iv) the maintenance of the infrastructure during a determined term, in exchange for (1) periodic payments, (2) considerations, (3) fees or (4) revenues linked to compliance with performance and quality standards.
  • Mixed Investment: The State (the "Interested Party") and the private or social sector participate jointly, sharing risks, costs, investments, and benefits according to the agreed participation interest. This may be through the contribution of capital, assets, or rights, or through direct association.
  • Schemes provided for specific laws: The coexistence and use of schemes outlined in sector-specific legislation is permitted, including those applicable to the energy sector (Electric Sector Law and Hydrocarbons Law), as well as other modalities authorized by the Law.
  • Any other scheme: Any additional mechanisms as may be determined in the Regulations of the Law or in the guidelines issued by the Ministry of Finance and Public Credit.

Environmental Implications

For projects to be assessed and approved, they must have (i) an environmental impact analysis, (ii) an ecological balance preservation analysis, (iii) a mitigation analysis, and (iv) a climate change adaptation analysis, issued by the competent authorities. The Strategic Planning Council will review compliance with these environmental provisions at the federal, state, and municipal levels. It is expressly provided that such analyses shall not replace the environmental impact statement or any environmental authorizations required under applicable law in each case.

The Strategic Planning Council, its main functions, and powers

It is a permanent consultative body, without its own legal personality or assets. It is presided over by the President of the United Mexican States.
 
  • Principal functions: To establish technical criteria, issue coordination guidelines, and formulate non-binding recommendations on strategic investment policies in Mexico.
  • Powers: To define investment priorities and strategies; analyze projects for the granting of support or benefits; approve the National Investment Strategy; determine the eligibility and admissibility of projects; issue opinions on profitability and feasibility; request information from the trusts involved; revoke project viability determinations; and establish Auxiliary Technical Committees.

Special Procurement and Tendering Regime

A special public procurement regime is established, exclusively to projects qualifying under this Law, with the Federal Law on Acquisitions, Leases and Services of the Public Sector and the Public Works Law applying on a supplementary basis. Awards shall be conducted through public tender procedures, observing the principles of legality, free competition, objectivity, transparency, and publicity. Prior market research is required, and informational meetings with market participants, as well as the use of electronic means, are permitted. Clear grounds for disqualification from tender procedures are set forth, including conflicts of interest, debarment, prior contract termination or breach, and insolvency proceedings.

Required guarantees shall range between 5% and 25% for investment works and between 50% and 100% of the annual consideration in the case of services.

Contracts will have a minimum duration of 4 years and, including extensions, may reach a maximum of 40 years.

Transparency and Oversight

The Law establishes that the financial, administrative, and legal oversight of the SPVs shall be entrusted to an external auditor, who shall annually review the financial statements and verify regulatory compliance. In addition, projects developed under mixed participation schemes are required to implement robust mechanisms for technical and financial supervision, performance evaluation, budgetary monitoring, risk control, auditing, transparency, and accountability. Procurement processes and their related procedures are expressly governed by the principle of transparency.

Transitional Regime
 
  1. This Decree shall enter into force on the day following its publication in the Official Gazette of the Federation.
 
  1. The Federal Executive must issue the Regulations of the Law for the Promotion of Investment in Strategic Infrastructure for Development with Well-being within one hundred and eighty (180) calendar days following its entry into force.
 
  1. The Ministry of Finance and Public Credit shall issue, within one hundred and eighty (180) calendar days following the entry into force of the Decree, the guidelines referred to in Article 6 of the Law.
 
  1. The Strategic Planning Council for Investment in Infrastructure must be installed within a period no longer than one hundred and twenty (120) calendar days, counted from the entry into force of the Decree. At its first session, it shall approve its rules of operation.
 
  1. Investment projects started in fiscal year 2026 or before the entry into force of the Law may be presented to the Council to determine their eligibility to access resources from the SPVs provided for therein.
 
  1. The Federal Executive will adjust the Regulations of the Federal Budget and Fiscal Responsibility Law within one hundred and eighty (180) calendar days following the entry into force of the Decree.
 
  1. Any expenditure that may arise because of the entry into force of this Decree shall be covered from the approved budgets of the corresponding spending entities; accordingly, no additional resources shall be authorized for the current fiscal year or for subsequent fiscal years.
 
  1. Investment projects entered into before the entry into force of the Law may transition to mixed participation schemes, subject to agreement of the parties and approval by the Council, without prejudice to the powers of the sector coordinating entities and the applicable regulatory framework.

At BDO LEGAL, we are ready and more than happy to answer any questions you may have regarding these matters.