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Family Law

Successions and Inheritances: Effective Estate Planning in Mexico

March 15, 2026 — Enrique Benet-Gregg

The transfer of property by reason of death in Mexico is governed by a dual regime: testamentary succession, which expresses the will of the deceased, and legitimate or intestate succession, which operates by operation of law in the absence or ineffectiveness of a will. For property owners in the Riviera Maya, entrepreneurs with corporate interests and funds with assets structured in Mexico, the choice between these regimes—and the implementation of complementary instruments such as the trust—determines the cost, speed, and control over patrimonial transfer.

The Federal Civil Code (CCF) regulates succession matters in its articles 1281 to 1791, in accordance with the consolidated text available on the Chamber of Deputies portal (www.diputados.gob.mx); it should be noted that different printed editions and unofficial digital versions list either article 1789 or 1790 as the final article, therefore only the current DOF-consolidated text should be taken as the definitive reference. In Quintana Roo, the Civil Code of the State of Quintana Roo (published in the Official Gazette of the State, with amendments current as of 2025) contains its own provisions in its articles 1232 and following, which present substantial differences with respect to the CCF regarding executor, inheritance rights and procedural deadlines. Whoever structures their estate assuming legislative uniformity between federal entities incurs an analytical error with direct operational consequences.

The will is the central instrument of succession planning. The CCF recognizes various testamentary forms; the one with the greatest practical efficacy is the public open will, executed before a notary public in accordance with article 1511 of the CCF, whose original remains in the notarial protocol and is registered in the National Registry of Wills Notices of the Department of Interior. This registration, regulated in the Regulation of the General Archive of Notaries and in the Agreement Establishing the National Registry of Wills Notices, is indispensable to prove the existence of the instrument before third parties and in succession proceedings.

Notwithstanding, the will presents structural limitations relevant for complex estates. The notarial or judicial succession proceeding implies minimum deadlines, publication of edicts and the intervention of the executor in accordance with articles 1679 to 1784 of the CCF, a range that corresponds to the title of executor according to the DOF-consolidated text currently in force and which must be verified against the version published on www.diputados.gob.mx in case of any subsequent amendment. When the hereditary estate includes real property subject to a trust regime in a restricted zone—frequent in the coastal strip of Quintana Roo by mandate of article 27 of the Constitution—testamentary succession must be coordinated with trust beneficiary rights, whose transfer follows rules distinct from those of full ownership. At this point, two provisions of the Foreign Investment Law (FIL) are relevant with clearly differentiated functions: article 10 FIL, which establishes the prohibition of direct acquisition of real property in the restricted zone by foreign natural or legal persons (substantive restriction provision), and article 11 FIL, which specifically authorizes the real estate trust mechanism as a lawful means of access to the use and enjoyment of such real property by foreigners (procedural authorization provision). The distinction between both norms is not technically dispensable: whoever cites only article 10 as the basis for the trust cites the prohibition, not the authorization.

Legitimate Succession: The Supplementary Regime and its Consequences

In the absence of a valid and effective will, article 1599 of the CCF establishes the order of legitimate succession: descendants, spouse, ascendants, collaterals up to the fourth degree and, in the absence of all of them, public charity. The Civil Code of Quintana Roo reproduces an analogous scheme with variations in the concurrence of the surviving spouse and in the treatment of children adopted in full accordance with its articles 1244 and following.

For the foreign investor or businessman with a corporate structure, intestate succession generates three concrete risks: first, the fragmentation of share capital among heirs with divergent interests; second, the loss of operational control during the succession procedure; and third, the possible loss of benefits from an investment or real estate trust due to lack of express instructions to the trustee. The principle of prevalence of testamentary intent over supplementary legal order is expressly enshrined in articles 1281 and 1599 of the CCF, and its application has been subject to repeated interpretation by the First Chamber of the Supreme Court of Justice of the Nation; since the specific criteria of said Chamber in this matter are dispersed across multiple theses sjf.scjn.gob.mx), the authoritative citation of basis is the statutory provision of the aforementioned articles, whose systematic interpretation reinforces the technical obligation to instrument testamentary provision in all patrimony with structured assets.

Testamentary Trusts, Deferred Transmission Structures and Corporate Participations

The testamentary trust, provided for in article 386 of the General Law of Titles and Credit Operations (LGTOC) and in article 1539 of the CCF, permits the testator to transfer assets to an authorized trust institution so that it administers and allocates them in accordance with the purposes established in the testament itself. This instrument is especially efficient in three scenarios: transmission to minors or persons with legal incapacity; protection of assets against inefficient administration by heirs lacking business experience; and maintenance of unity in real estate portfolios or participations in private capital vehicles.

The constitution of a testamentary trust requires technical precision: the testament must identify with exactitude the assets placed in trust, designate the trust institution—which must have authorization from the National Banking and Securities Commission in accordance with the Law of Credit Institutions, article 46, section XV—and establish with clarity the instructions to the trustee, the terms of validity, and the substitution mechanisms. The absence of any of these elements may result in the ineffectiveness of the testamentary trust, subjecting the transmission to the general rules of succession.

A risk vector frequently underestimated by investors with participations in Mexican legal entities is the interaction between the succession procedure and the restrictions that the General Law of Mercantile Corporations (LGSM) imposes on the hereditary transmission of corporate participations. In stock corporations, article 130 of the LGSM authorizes bylaws to establish restrictions on the transmission of shares, including clauses requiring board of directors consent or rights of first refusal in favor of existing shareholders; when said clauses do not expressly provide for the hereditary scenario, the executor may be prevented from exercising the corresponding corporate rights during the entire succession procedure, generating an operational blockade that may extend for months or years. The situation is structurally more restrictive in limited liability corporations: article 65 of the LGSM establishes that the admission of new partners requires the consent of partners representing the majority of share capital, and this rule applies also to the heirs of the deceased partner unless there is contrary statutory provision; the practical consequence is that heirs may receive the economic value of the partnership interest without obtaining the status of partners, losing control over the entity that the author of the succession built. The most effective preventive solution combines two instruments: first, the inclusion in the public open testament of a testamentary trust whose specific object is the corporate participations, with instructions to the trustee to exercise corporate rights continuously during the transition; second, the incorporation in the corporate bylaws or in a shareholders’ agreement of an automatic succession clause that expressly recognizes the designated testamentary heirs as admitted partners from the moment of death, subjecting said recognition to the presentation of the testament and the declaration of heirs before the secretary of the board or the sole administrator. These measures, implemented in a coordinated manner before death, eliminate the risk of operational blockade and preserve the continuity of the family business or investment vehicle during the succession procedure.

In the specific context of a restricted zone, the Collegiate Courts of the XXVII Circuit with headquarters in Quintana Roo have resolved disputes relating to the transmission of real estate trust rights, establishing in their rulings criteria that distinguish between the transmission of the right of use and enjoyment derived from the real estate banking trust and the hereditary transmission of rights as beneficiary. This distinction has direct consequences on the applicable procedure, the rights of the trustee and the obligations before the Public Registry of Property of Quintana Roo. Given that such criteria correspond to isolated theses (sjf.scjn.gob.mx) requiring search by circuit and civil matter, it is recommended that the reader verify the existence and meaning of the criteria applicable at the time of implementing any structure, by directly consulting the SJF search system with the following filters: Collegiate Court, XXVII Circuit, civil matter, search term “real estate trust restricted zone succession”.

Tax Implications of Hereditary Transmission

Under article 93, fraction XIX, subsection a) of the Income Tax Law (LISR), income obtained by inheritance or bequest is exempt from income tax for individuals residing in Mexico. However, this exemption does not eliminate the obligations of the executor regarding the filing of informative declarations, nor the implications of the Tax on Acquisition of Real Estate established by the Tax Code of the State of Quintana Roo, applicable to the transmission of real estate by reason of death according to its current provisions.

For beneficiaries residing abroad, the tax analysis presents a substantially different dimension that cannot be resolved by simple reference to double taxation treaties. The exemption in article 93, fraction XIX, subsection a) of the LISR applies exclusively to individuals residing in Mexico for tax purposes; non-resident beneficiaries are subject to the regime of Title V of the LISR, specifically to Chapter I of said Title, which taxes income from sources of wealth located in national territory obtained by residents abroad. Consequently, the hereditary transmission of a real estate property located in Quintana Roo to a non-resident heir may generate a withholding or payment obligation on the executor as jointly and severally liable party, whose calculation depends on the value of the property and the provisions of the applicable tax treaty. The state-level Tax on Acquisition of Real Estate, for its part, applies regardless of the tax residence of the heir, as it is a tax that levies the act of acquisition regardless of the status of the acquirer. Mexico follows the OECD model convention in the negotiation of its tax treaties, which has direct practical relevance for clientele in the Riviera Maya: the Convention between Mexico and the United States of America to avoid double taxation, in force since 1994, and the Convention between Mexico and Canada, in force since 2006, are the instruments most frequently invoked in the region; the Convention between Mexico and Spain, in force since 1994, is equally relevant given the volume of Spanish property owners in the coastal area of Quintana Roo. In each case, the articles of the applicable convention relating to capital gains and real estate determine whether the State of residence of the heir has the right to tax the transmission as well, which may generate a reporting and payment obligation in the jurisdiction of residence of the beneficiary regardless of the Mexican treatment.

Operative Conclusion

Effective succession planning for estates with assets in Mexico requires the combination of an updated public will, testamentary trust structures for assets that warrant them, verification of the statutory restrictions applicable to corporate interests in accordance with the LGSM and coordination with the provisions of the relevant tax conventions. The cost of not planning is not only economic: it is the loss of control over the transmission of assets built over decades, subject to a judicial procedure that may extend for years. Periodic review of the will upon changes in the composition of the estate, in the marital status of the testator or in the applicable legislation is not a best practices recommendation; it is an obligation of estate management.

To translate that diagnosis into action, the starting point is the sequential execution of the following steps:

  1. Inventory of assets by jurisdiction and ownership structure. Identify each real property, corporate interest, fiduciary right and financial asset, specifying the federal entity or foreign jurisdiction in which it is located and the legal title under which it is held (deed of property, trust agreement, share certificate, partnership interest, participation certificate).
  2. Classification by transmission regime. Determine for each asset whether it is held in full ownership—subject to the general rules of the CCF and the applicable state civil code—or whether it is transmitted as a fiduciary right, in which case transmission follows the rules of the trust agreement and the LGTOC with the particularities imposed by the LIE for restricted zone.
  3. Verification of corporate restrictions. Review the bylaws of each corporation in which the owner holds an interest, identifying transmission restriction clauses in accordance with article 130 LGSM for corporations and article 65 LGSM for limited liability companies; evaluate whether statutory amendment or shareholder agreement is required prior to execution of the will.
  4. Instruction to notary for execution of public open will. With the inventory and corporate verification completed, instruct the notary of choice for execution of the public open will in accordance with article 1511 of the CCF, incorporating testamentary trust clauses as applicable in accordance with article 1539 of the CCF and article 386 of the LGTOC, and ordering immediate registration with the National Registry of Will Notices.

IBG Legal is based in Cancún, at operational distance from the Public Property Registry of the State of Quintana Roo and from the local notarial offices with the greatest specialization in real estate trusts in restricted zone. This proximity is not circumstantial: the implementation of a succession involving coastal fiduciary rights requires direct and continuous coordination with the Registry to verify preventive annotations, certificates of freedom from encumbrances and certificates of non-affectation, as well as familiarity with the criteria that the Collegiate Courts of Circuit XXVII have developed regarding hereditary transmission of fiduciary rights, criteria that differ in relevant procedural aspects from those applied in other circuits of the country. IBG Legal’s succession practice has been developed specifically in this regulatory and registry environment, which allows anticipation of friction points that cause delays in succession proceedings with assets in the coastal strip of Quintana Roo. For specialized advice on this matter, contact us.

Sources and References

  • Federal Legislation
    • Federal Civil Code, articles 1281 to 1791 (general succession, in accordance with the text Official Journal-consolidated available at www.diputados.gob.mx; note that unofficial editions may list article 1789 or 1790 as the final article, therefore the consolidated official text should be taken as the definitive reference), article 1511 (public open will), article 1539 (testamentary trust), article 1599 (legitimate succession), articles 1679 to 1784 (executor, in accordance with the current Official Journal-consolidated text); last amendment published in the Official Journal of the Federation (DOF), 2024.
    • General Law on Negotiable Instruments and Credit Operations, article 386 (testamentary trust); last amendment DOF, 2023.
    • Foreign Investment Law, article 10 (prohibition on direct acquisition of real property in restricted zone by foreigners; substantive restriction provision) and article 11 (authorization of real estate trust as a mechanism for lawful access to use and enjoyment of real property in restricted zone; procedural authorization provision); last amendment DOF, 2023.
    • Income Tax Law, article 93, section XIX, subsection a) (exemption for inheritance for residents in Mexico), Title V, Chapter I (regime applicable to residents abroad with income from sources of wealth in Mexico); last amendment DOF, 2025.
    • Law on Credit Institutions, article 46, section XV (fiduciary authorization of credit institutions); last amendment DOF, 2024.
    • General Law on Commercial Companies, article 130 (statutory restrictions on transmission of shares in corporations) and article 65 (requirement of majority consent for admission of new partners in limited liability companies, applicable to heirs); current text.
    • Political Constitution of the United Mexican States, article 27 (restricted zone regime); current text with amendment DOF, 2024.
    • Agreement establishing the National Registry of Will Notices, Secretary of the Interior; current version 2023.
  • International Tax Treaties
    • Convention between the Government of the United Mexican States and the Government of the United States of America to avoid double taxation and prevent tax evasion in matters of income taxes, in force since 1994; OECD model.
    • Convention between the Government of the United Mexican States and the Government of Canada to avoid double taxation and prevent tax evasion in matters of income taxes, in force since 2006; OECD model.
    • Convention between the United Mexican States and the Kingdom of Spain to avoid double taxation in matters of income taxes and wealth tax, in force since 1994; OECD model.
  • State Legislation
    • Civil Code of the State of Quintana Roo, articles 1232 et seq. (succession), 1244 et seq. (concurrence of heirs and full adoption); Official Gazette of the State of Quintana Roo, reforms in force as of 2025.
    • Tax Code of the State of Quintana Roo (Tax on Acquisition of Real Property in hereditary transfers, applicable regardless of the heir’s tax residence); version in force 2025.
  • Judicial Criteria
    • First Chamber of the Supreme Court of Justice of the Nation: the principle of prevalence of testamentary will over the supplementary legal succession order has its normative foundation in articles 1281 and 1599 of the Federal Civil Code. For the identification of isolated theses or specific jurisprudence of the First Chamber in this matter, consult the Semanario Judicial de la Federación at sjf.scjn.gob.mx, using as search terms “testamentary will”, “legitimate succession” and “supplementary succession order”.
    • Collegiate Courts of the XXVII Circuit (Quintana Roo): criteria relating to the distinction between transmission of fiduciary rights in restricted zone real property and hereditary transmission of beneficiary status; resolutions in matters of succession procedures with assets in real property bank trusts. To locate applicable theses, recommended search in the SJF with filters: Collegiate Court, XXVII Circuit, civil matter, terms “real property trust restricted zone succession”.
  • Doctrine
    • Rojina Villegas, Rafael. Mexican Civil Law, Volume IV: Successions. 18th ed. Porrúa, Mexico, 2014.
    • Galindo Garfias, Ignacio. Civil Law, First Course: General Part, Persons and Family. 27th ed. Porrúa, Mexico, 2009. Note: this work covers primarily the law of persons and family; for the specific analysis of succession rights, consult it in complement with Volume IV of Rojina Villegas and with Domínguez Martínez, cited below.
    • Domínguez Martínez, Jorge Alfredo. Civil Law: Family and Successions. 2nd ed. Porrúa, Mexico, 2008.
  • Official Sources
    • Official Gazette of the Federation (DOF): www.dof.gob.mx
    • Chamber of Deputies, DOF-consolidated texts of federal legislation: www.diputados.gob.mx
    • Official Gazette of the State of Quintana Roo: www.poe.qroo.gob.mx
    • Ministry of Interior, National Registry of Will Notices: www.gob.mx/segob
    • National Banking and Securities Commission (CNBV): www.cnbv.gob.mx
    • Semanario Judicial de la Federación, Supreme Court of Justice of the Nation: sjf.scjn.gob.mx
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