Tax Law

Relevant SAT Criteria for the Real Estate Sector: 2026 Update

March 15, 2026 — Enrique Benet-Gregg

Relevant SAT Criteria for the Real Estate Sector: 2026 Update

The 2026 fiscal year consolidates a series of normative criteria, general resolutions, and amendments to the Miscellaneous Tax Resolution that directly impact the structures of acquisition, development, and disposition of real property in Mexico. For those advising investors, developers, and funds with operations in Quintana Roo and the Riviera Maya, mastery of these criteria is not optional: it determines the client’s tax exposure before any transaction is perfected. This analysis integrates the verifiable normative criteria of RMF 2025, the applicable provisions of the CFF and LISR, and the audit trends that IBG Legal has observed in real estate transactions in the tourist corridors of Tulum, Playa del Carmen, and Cancún.

Editorial note on references to RMF 2026: References to the Miscellaneous Tax Resolution for 2026 in this article are based on the anticipated version or draft circulated by the SAT for comments prior to its definitive publication in the Official Journal of the Federation. The rule numbers and the content of Annex 7 cited in this document are subject to renumbering or modification in the final version published in the DOF. Where RMF 2025 contains a verifiable equivalent provision, that version is cited as the primary source with the expectation of continuity in 2026. Readers should verify the definitive publication at dof.gob.mx before invoking any numbered criterion of RMF 2026.

Deductions in Disposition of Real Property: Proven Cost of Acquisition Criterion

Article 121 of the Income Tax Law (LISR) establishes the proven cost of acquisition as the central element in calculating gain on disposition of real property by individuals. The LISR was published in the DOF on December 11, 2013, and has been subject to successive amendments; the amendment of November 12, 2021, modified provisions related to the regime for individuals, although readers should verify the text of the DOF of that date to confirm whether article 121 in particular was affected by that amendment or whether the applicable version corresponds to a different publication within the same legislative period. The SAT has held in recent normative criteria that the updating of cost provided in article 124 LISR requires reliably proving the date of acquisition through public deed registered in the Public Property Registry, rejecting private documents as a basis for computing the INPC update factor.

In restructuring operations or contributions to real estate investment trusts regulated by articles 187 and 188 LISR, the SAT has strengthened its review of the documentary chain that proves historical fiscal cost, particularly when the real property has been the subject of capitalizable improvements in accordance with article 122, subsection III, LISR.

VAT in Real Estate Transactions: Transfer, Exemption, and Credit

Article 9, subsection II, of the Value Added Tax Law (LIVA) exempts from VAT the disposition of constructions attached to the land intended for or used as a dwelling. The SAT has clarified through normative criteria published in Annex 7 of RMF 2025—criteria whose continuity in RMF 2026 is anticipated in accordance with the draft circulated—that the exemption does not operate by operation of law when the real property is disposed of furnished or with equipment that may be catalogued as personal property distinct from the construction. This criterion has direct implications for mixed-use developments and vacation units in Tulum, Playa del Carmen, and the northern zone of Cancún.

For lease of real property intended for commercial or hotel activities, article 20 LIVA establishes the tax base including ancillary consideration. The SAT has insisted that hotel management services or trademark use rights provided jointly with the lease of the real property must be invoiced and transferred separately, under penalty of the authority recharacterizing the transaction and determining omitted VAT on the global amount.

Article 76, subsections IX and XII, of the LISR imposes on legal entities with related parties the obligation to obtain and retain documentary evidence that proves that the transactions entered into were carried out at market values. In the real estate sector, the most relevant normative criterion for 2025 and 2026 concerns the determination of market rental value in transactions between developers and their holding or management vehicles, especially when such vehicles are trusts with business activity or special purpose entities (SPEs) constituted under the General Law of Commercial Companies (LGSM).

The Collegiate Courts of the Sixteenth Circuit have issued criteria to the effect that the burden of proof in transfer pricing matters falls on the taxpayer when the authority demonstrates circumstantially that the parties have control or kinship ties, therefore contemporaneous documentation is indispensable and cannot be replaced with studies prepared after an audit has commenced. Verification Note: IBG Legal has not been able to confirm the registration number in the Federal Judicial Weekly, the volume, the epoch, nor the exact page of this thesis at the time of publication of this edition. Readers who require invoking this criterion in contentious proceedings should consult directly the jurisprudence system of the Federal Judicial Power at sjf.scjn.gob.mx under the filters of administrative subject matter, Sixteenth Circuit, and the search terms “transfer pricing” or “burden of proof related parties” to obtain the complete citation. It is recommended not to reproduce the criterion as binding jurisprudence without first verifying whether it achieved the rank of jurisprudential thesis or constitutes only an isolated thesis.

As for the Collegiate Courts of the XXVII Circuit with headquarters in Quintana Roo, IBG Legal has observed in its transactional and contentious practice in the region a growing trend of litigations in which the SAT challenges the recharacterization of consideration in lease contracts with ancillary services in tourist developments. These matters are at diverse procedural stages and, as of the date of this article, binding jurisprudence emanating from that circuit on real estate recharacterization has not crystallized. The reference to “criteria in formation” that circulated in preliminary versions of this analysis has been suppressed as imprecise; what exists is an active litigious pattern that IBG Legal monitors case by case.

Art. 5-A CFF and the Business Purpose Doctrine in Real Estate Structures

A frequent omission in real estate tax analyses is the absence of treatment of article 5-A of the Federal Tax Code (CFF), incorporated through a reform published in the DOF on December 9, 2019 and effective as of January 1, 2020. This provision empowers the SAT to recharacterize or disregard legal acts whose tax effects are identical or analogous to those of other acts that would have generated a greater contribution, provided that the set of acts lacks a predominant business purpose. The norm shifts the argumentative burden to the taxpayer once the SAT notifies its intention to apply the recharacterization.

In the real estate sector, the structures most frequently subject to this scrutiny include: the interposition of SPEs between the developer and the final purchaser in order to fragment the taxable base of ISR; the use of administrative trusts that receive real property at nominal value without reflection in the public deed; and lease-to-own schemes whose economic mechanics are equivalent to an installment sale. The SAT has published non-binding internal criteria—accessible through transparency requests—in which it identifies as evidence of absence of business purpose the non-existence of real flows between the parties, the establishment of the vehicle immediately before the principal transaction, and the coincidence between the final beneficiary of the vehicle and the original transferor.

For practical purposes, taxpayers using SPEs or trusts in real estate structures must proactively document the business purpose before the closing of the transaction, incorporating evidence of commercial, economic, or risk management purpose that is independent of the tax benefit obtained. The absence of this documentation does not per se prevent the application of the structure, but it converts any subsequent audit into a factual litigation in which the taxpayer starts in a defensive position.

CFDI 4.0 and Requirements in High-Value Operations

The RMF 2025, in its rule equivalent to the criterion that the draft RMF 2026 would maintain under a numbering close to rule 2.7.1.21 (subject to confirmation in the final DOF version), in accordance with article 29-A of the CFF, requires that CFDIs issued in operations whose amount exceeds $200,000 MXN include the disaggregated tax purpose and the correct usage key assigned by the recipient. In real estate sales, the incorrect usage key has generated rejections in VAT refunds and challenges to the deductibility of the cost in ISR. The SAT has implemented automatic validations in the tax mailbox that cross the preponderant activity of the recipient’s RFC against the usage key declared in the CFDI. The Technical Bulletins of the IMCP on electronic invoicing in high-value real estate operations constitute the most updated technical reference for the correct configuration of these attributes.

FIBRAs: Tax Regime, Distributions and SAT Enforcement Position

Articles 187 and 188 of the LISR regulate the special regime for Real Estate Investment Trusts (FIBRAs). Beyond the documentation of historical tax cost mentioned in the preceding section, there are three aspects of the FIBRA regime that are critical for institutional investors in the Riviera Maya and that preventive tax analysis cannot ignore.

First, the requirement to distribute 95% and its interaction with deferred tax positions. Article 188, Section IV, LISR conditions the applicability of the preferential regime on compliance with the annual distribution threshold. When a FIBRA maintains deferred tax positions arising from accelerated depreciation or immediate deductions applied in prior fiscal years, the distribution base may be distorted if the tax result is not correctly reconciled with the accounting result. The SAT has questioned in recent audits whether the distribution percentage was calculated on the correct tax base or whether the trust used an accounting base that artificially inflates compliance with the threshold.

Second, the contribution of real property to a FIBRA as deemed disposal and the election of tax deferral. Pursuant to Article 187, Section III, LISR, the contribution of real property to a FIBRA is considered a disposition for ISR purposes, which in principle triggers recognition of the accrual gain. However, Article 187 itself establishes a deferral election: the contributor may choose not to recognize the gain at the time of contribution, provided that the participation certificates received are not disposed of during the period established in the corresponding RMF rule. Non-compliance with the deferral conditions, including early disposition of certificates or modification of the trust structure, activates immediate accrual of the deferred gain with indexing and interest. IBG Legal has documented in its practice that this mechanism is frequently misunderstood by developers who assume that the contribution to a FIBRA is fiscally neutral by definition.

Third, SAT scrutiny of FIBRAs that do not satisfy the investor diversification requirement. Article 187, Section II, LISR requires that participation certificates be placed among the general investing public or that the FIBRA comply with alternative diversification requirements. The SAT has intensified review of private or quasi-private FIBRAs established in the Quintana Roo tourism corridor that invoke the preferential regime without genuinely satisfying the diversification test. In these cases, the authority has proceeded to disallow the special regime and determine ordinary corporate ISR on the trust’s profits, with additional consequences regarding withholding to certificate holders. Investors acquiring interests in private FIBRAs should request an independent opinion on compliance with the diversification test before assuming the applicability of the preferential regime.

ISR on Disposition by Non-Residents: Withholding, Notarial Obligation and Tax Treaties

The analysis of ISR on real property disposition cannot be limited to the perspective of individuals residing in Mexico, particularly in a tourism corridor with high presence of foreign investors such as the Riviera Maya. Article 160 of the LISR provides that non-residents who dispose of real property located in Mexican territory are subject to a 25% withholding on the total income obtained, without any deduction, or may alternatively elect withholding of 35% on net gain when they designate a representative in Mexico and present cost documentation that supports the deduction.

The obligation to withhold and remit ISR falls on the notary public before whom the transaction is formalized, pursuant to Article 160, second paragraph, LISR. The SAT has notably increased audit oversight of notarial compliance in the tourism corridors of Quintana Roo, Nayarit and Los Cabos, including review of the universe of deeds executed by notaries with high real estate activity. Non-compliance with the withholding obligation makes the notary jointly and severally liable for the ISR not remitted, independent of the liability of the non-resident disposer.

The withholding under article 160 LISR may be modified or eliminated through application of a treaty to avoid double taxation. The Mexico-United States (DOF February 3, 1994), Mexico-Canada (DOF July 17, 2007) and Mexico-Spain (DOF December 31, 1994) treaties contain provisions on capital gains from real property that typically preserve Mexico’s right to tax the gain when the property is located in Mexican territory, although they may establish maximum rates or crediting mechanisms in the country of residence of the transferor. The invocation of the treaty before the notary requires that the non-resident seller prove their tax residence in the treaty country through a tax residence certificate issued by the competent authority of that country, in accordance with the requirements of article 4 of the applicable treaty. Without this certification, the notary must apply the domestic rates of article 160 LISR. IBG Legal has observed in its practice that the lack of preparation of this documentation with sufficient advance notice is one of the most frequent causes of closing delays in transactions with United States and Canadian sellers in the region.

Implications for Investors and Developers

Investors and developers must require that their tax advisor incorporate at least three rigorous verification procedures in all real estate tax due diligence, with the following concrete decision-making implications associated with each one.

First, verification of the chain of deeds and documentary history of acquisition cost. If the chain of deeds presents gaps exceeding ten years without support in the Public Property Registry, or if the tax cost declared by the transferor is based on unregistered private documents, the acquirer must consider the possibility that the SAT will challenge the basis for calculating the gain and determine an ISR greater than projected, with the consequent impact on the net price of the transaction. In these cases, it is advisable to contractually agree which party assumes the tax contingency and whether it is appropriate to establish a reserve guarantee.

Second, analysis of the actual composition of consideration in hotel or vacation rental operations. If the contracts combine in a single consideration the use of the property, hotel administration, trademark rights and guest services, the risk of recharacterization by the SAT is material. The relevant decision threshold is whether the services component exceeds in economic value the pure rental component: when this occurs, the operation may be recharacterized in its entirety as service provision, modifying both the applicable VAT rate and the ISR treatment. Contractual and tariff segregation from the outset is considerably less costly than litigating a subsequent determination.

Third, review and update of transfer pricing documentation before closing transactions between related parties involving transmission or rental of real property. If the documentation is not contemporaneous with the transaction, that is, if it did not exist at the time the terms were agreed, no study prepared after the beginning of an audit will remedy the omission for purposes of article 76 LISR. The decision threshold here is temporal: the documentation must be complete before the contract or deed is signed, not before the annual return is due. The difference between these two moments may be several months in complex transactions.

Additionally, any structure using SPEs or trusts must have documented business purpose analysis in accordance with article 5-A CFF before closing, and any transaction with a non-resident seller must verify the availability and preparation of tax residence documentation for purposes of the applicable treaty with a minimum advance notice of thirty business days before notarial closing.

IBG Legal is a boutique firm specialized in tax, real estate and corporate law with offices in Cancún and offices in Mexico City and Querétaro. The real estate practice of the firm has been developed specifically in the tourist corridors of Tulum, Playa del Carmen and Cancún, having participated in the tax structuring of acquisition, contribution to trusts and transfer operations by non-residents under the regulatory criteria analyzed here. IBG Legal has litigated before the Regional Chamber of the Southeast of the Federal Administrative Justice Court matters related to the recharacterization of consideration in hotel rentals and the determination of ISR on transfer of real property in the Riviera Maya corridor, accumulating favorable criteria that inform the preventive analysis it offers to its transactional clients. For specialized advice on real estate transactions in Quintana Roo or in the structuring of investment vehicles under the criteria described here, contact us.

Sources and References

Legislation

Income Tax Law (LISR), published in the DOF on December 11, 2013, with successive amendments. Articles 76 (sections IX and XII), 121, 122, 124, 160, 187, 188. Note: the amendment of November 12, 2021 should be verified in the DOF of that date to confirm which specific articles were modified; the references to article 121 in this article correspond to the most recent effective text accessible in the Chamber of Deputies consultation system.
Value Added Tax Law (LIVA), published in the DOF on December 29, 1978; last amendment published in the DOF on December 8, 2020. Articles 9 (section II) and 20.
Federal Tax Code (CFF), published in the DOF on December 31, 1981. Article 5-A, incorporated by amendment published in the DOF on December 9, 2019, effective as of January 1, 2020. Article 29-A, in its effective version in accordance with amendments published in the DOF on November 12, 2021.
Miscellaneous Tax Resolution for 2025 (RMF 2025), published in the DOF on December 30, 2024. Annex 7 (SAT Normative Criteria). Primary verifiable source for the criteria cited in this article; the continuity of these criteria in the RMF 2026 is anticipated in accordance with the draft circulated by the SAT, subject to confirmation in the final DOF version of the RMF 2026.
General Law of Commercial Corporations (LGSM), published in the DOF on August 4, 1934; last amendment published in the DOF on June 14, 2018.
Agreement between Mexico and the United States to Avoid Double Taxation, published in the DOF on February 3, 1994.
Agreement between Mexico and Canada to Avoid Double Taxation, published in the DOF on July 17, 2007.
Agreement between Mexico and Spain to Avoid Double Taxation, published in the DOF on December 31, 1994.

Jurisprudential and Litigation Criteria

Collegiate Courts of the Sixteenth Circuit: criterion regarding burden of proof in transfer pricing when the authority establishes indications of control between related parties. The registration number in the Judicial Weekly of the Federation, volume, epoch and page could not be verified at the close of this edition. Readers should consult directly sjf.scjn.gob.mx under the headings “transfer pricing” and “burden of proof related parties” to obtain the complete citation and verify whether the criterion achieved the status of binding jurisprudence or constitutes an isolated thesis.
Collegiate Courts of the XXVII Circuit (Quintana Roo): as of the date of this article, there is no published binding jurisprudence in the Judicial Weekly of the Federation regarding recharacterization of consideration in lease contracts with ancillary services in tourist developments. IBG Legal has observed in its regional contentious practice a growing pattern of litigation on this matter currently in diverse procedural stages before said circuit, which anticipates the possible formation of criteria in the coming fiscal years.
Federal Court of Administrative Justice, Regional Court of the Southeast: criteria regarding tax determinations in real estate transactions in the Riviera Maya corridor, available in the online jurisprudence system of the TFJA.

Technical and Professional Sources

Mexican Institute of Public Accountants (IMCP): Technical Bulletins on electronic invoicing CFDI 4.0 in high-value real estate transactions. Available at imcp.org.mx. Reference applicable to the correct configuration of use keys and tax purpose in sales and leases of real property.
Office for the Defense of the Taxpayer (PRODECON): Recommendations regarding transfer pricing documentation in operations between related parties, including criteria on contemporaneity of comparable studies. Available at prodecon.gob.mx.
Tax Administration Service (SAT): Normative Criteria of Annex 7 of the RMF 2025, published in the DOF on December 30, 2024. Available at sat.gob.mx. Draft of RMF 2026 circulated for public comment, available on the SAT’s public consultation microsite; subject to modification in final version.
Official Journal of the Federation (DOF): publications cited in the legislation section. Available at dof.gob.mx.