Reform of the Civil Code of Nuevo León Mexico Regarding Real Estate Pre-Sales

The Plenary of the Congress of the State of Nuevo León in Mexico recently approved a reform to the local civil code through which the figure of real estate pre-sales is expressly regulated, a practice widely used in projects that are in the planning, construction or development stages.

This reform has already been published in the Official Gazette of the Federation (Diario Oficial de la Federación or DOF) and aims to strengthen the legal certainty of the parties involved, as well as to establish clear guidelines regarding who can offer real estate in pre-sale, under what conditions and with what legal effects.

What Types of Properties Are Impacted by This Reform?

The new regulation is especially relevant for real estate developers and marketers of projects located in Nuevo León that use pre-sale schemes, purchase offers or promissory purchase agreements with respect to units that have not yet been built or that are in the process of development.

What Types of Properties Does This Reform Cover?

The reform covers all types of properties in pre-sale, including, but not limited to, residential units such as apartments or houses, land for any use, and industrial, commercial and office properties.

Entry into Force

In accordance with the transitional regime of the decree, the reform will enter into force on March 17, 2026, the date from which its provisions will be fully enforceable for real estate projects under development.

Key Aspects of the Reform

Among the most relevant points are the following:

• A legal definition of real estate pre-sale is incorporated.
• The minimum content that the document in which the pre-sale is recorded is established, with the aim of providing greater transparency and clarity to the parties.
• Only those who hold a valid construction license may receive pre-sale offers, unless said holder formally assigns their rights, which must be ratified before a notary public.
• Once the pre-sale offer has been received, the recipient will have a period of three months to accept it. If this period elapses without express acceptance, the offer will be deemed rejected. The acceptance of the pre-sale does not in itself equate to a definitive sale.
• When the offeror makes a payment of a deposit or any amount related to the transaction, it will be presumed that the offer has been accepted by the recipient.
• Once the pre-sale has been accepted, the recipient will have the obligation to inform the offeror if the construction license expires or the sales project is denied by the corresponding authority.
• In such cases, the offeror may revoke the pre-sale, and the recipient must return any amount received, plus an annual interest of 9 percent, within 60 days after the revocation. This right is inalienable for the offeror.
• Penalties or sanctions may be agreed upon for both parties and will be enforceable once the offer has been accepted. In the event of non-compliance with the payment of penalties or the return of amounts paid, these obligations may be made effective without the need for a prior judicial declaration.

What Do the New Articles Say?

The text below is directly quoted (and translated) from the decree.

(ADDED, P.O. JANUARY 16, 2026)

Art. 1720 Bis.- The offer to purchase a real estate property with respect to which, at the time of the offer, the owner of the future real estate is not legally able to transfer the property because it is in the process of construction, urbanization or development, in accordance with the law on urban development and does not have the respective sales authorization, is considered as a pre-sale of real estate.

(ADDED, P.O. JANUARY 16, 2026)

Art. 1720 Bis 1.- The document in which the pre-sale of the real estate purchase is recorded must contain at least the following:

I. Name and address of the offer or;

II. Details of a bank account of the offer or;

III. Name and address of the recipient of the offer;

IV. Details of a bank account of the recipient;

V. The identification data of the real estate that is the subject of the offer;

VI. The date on which the offer is issued;

(ADDED, P.O. JANUARY 16, 2026)

Art. 1720 Bis 2.- The recipient of the pre-sale of real estate purchase may not receive an offer when he is not the holder of the construction license, in force, for the development or construction of the property subject of the offer, in accordance with the law on urban development; unless expressly authorized by the holder of the license, and such power must be recorded in writing ratified before a notary public.

(ADDED, P.O. JANUARY 16, 2026)

Art. 1720 Bis 3.- Once a pre-sale of real estate purchase has been received, the recipient of the offer will have a maximum period of three months from its receipt to notify its acceptance.

If the previous period has expired without the offer being accepted, it will be understood to have been rejected.

The acceptance of the pre-sale of the real estate purchase will in no case be considered as a sale.

(ADDED, P.O. JANUARY 16, 2026)

Art. 1720 Bis 4.- When the offeror delivers a cash, as a deposit, guarantee or for any other concept, and it is received by the recipient of the offer, the offer shall be deemed to have been accepted.

(ADDED, P.O. JANUARY 16, 2026)

Art. 1720 Bis 5.- Once a pre-sale of real estate purchase has been accepted, the recipient of the offer must inform the offeror in the event that any of the following events occur:

I. In the event of expiration of the validity of the construction license or its extensions.

II. In the event that the authorization of the project is denied, in accordance with the law on urban development.

In these cases, the offeror may revoke the offer and the recipient of the offer shall be obliged to return to the offeror the cash that has been given to him or her on the occasion of the offer, having to pay interest, legal or conventional, which may not be less than that established in Article 2289 of this Code. This right may not be waived in advance by the offeror.

The refund of the cash must be made within a maximum period of sixty calendar days after the date on which the offer is revoked, and the offeror must grant the respective facilities for the refund.

(ADDED, P.O. JANUARY 16, 2026)

Art. 1720 Bis 6.- In the pre-sale of real estate purchase, sanctions may be established in the event that the offeror fails to comply with the delivery of cash or any other obligation established in the offer document. Likewise, sanctions may be established in the event that the offer is revoked for reasons attributable to the recipient of the offer. Sanctions will only be enforceable in the event that the offer is accepted.

When the offer document establishes the obligation to deliver cash and the offeror fails to comply, the sanction may be established consisting of the immediate revocation of the bid, without the need for a judicial declaration.

Holland & Knight has extensive experience in guiding real estate developers in projects in the planning and construction stages. We can support you in reviewing and adapting your pre-sale schemes, offers and promissory purchase agreements, in order to comply with the new regulation and mitigate legal risks before its entry into force.

Information contained in this alert is for the general education and knowledge of our readers. It is not designed to be, and should not be used as, the sole source of information when analyzing and resolving a legal problem, and it should not be substituted for legal advice, which relies on a specific factual analysis. Moreover, the laws of each jurisdiction are different and are constantly changing. This information is not intended to create, and receipt of it does not constitute, an attorney-client relationship. If you have specific questions regarding a particular fact situation, we urge you to consult the authors of this publication, your Holland & Knight representative or other competent legal counsel.