The new legislation establishes mechanisms to structure, finance and develop strategic infrastructure projects through mixed participation schemes, special purpose vehicles and long-term contracts.
The new legislation establishes a framework for the planning, structuring, financing and execution of strategic infrastructure projects through collaboration among the public, private and social sectors. Its scope includes, among others, communications, transportation, water, environment and sustainability, energy, healthcare, education, industrial parks and national competitiveness, as well as other sectors contemplated under the National Development Plan.
The framework is intended to facilitate medium- and long-term investment in priority projects through structures designed to maintain their technical, financial and operational viability. Private and social sector participation may extend across different stages of a project, from design and financing to construction, operation and maintenance.
A central feature is the use of Special Purpose Vehicles (“SPVs”), which may take the form of corporations, public or private trusts or other legal entities. These vehicles will concentrate the investment, financing and execution of each project and may incorporate public, private and social sector participation, either jointly or separately.
States and municipalities may also participate alongside the Federal Government, provided that they contribute their own resources and obtain the corresponding authorizations under their applicable legal frameworks.
The legislation contemplates several participation models, with long-term contracting and mixed investment serving as its principal structures.
Under long-term contracting schemes, the private or social sector may assume responsibility for the development, design, financing, construction and operation of the project, while the State acts as the contractual counterparty through periodic payments, consideration, tariffs, revenues or other mechanisms designed to ensure investment recovery. At the end of the applicable term, the relevant assets must be transferred to the public sector.
Under mixed investment structures, the public sector participates directly in the project alongside private or social investors. Its contribution may include capital, rights of use, assets, permits or other rights, or direct participation in the relevant SPV. Risks, costs, investments and benefits are shared according to the nature and level of each party’s participation.
The legislation establishes minimum elements for structuring these arrangements, including investment recovery mechanisms, capital or asset contributions, payment of consideration, profit distribution, governance rules, performance standards and dispute resolution mechanisms.
In sectors subject to specific regulatory regimes, the new framework will operate on a complementary basis. In particular, energy projects will remain subject to the Electricity Sector Law and the Hydrocarbons Sector Law to the extent applicable.
Projects seeking access to these mechanisms must undergo an eligibility review. Among other requirements, they must be aligned with the National Development Plan and supported by studies demonstrating their technical, legal, economic and financial feasibility.
A determination of eligibility does not, by itself, authorize public resources, financing or benefits, nor does it create vested rights. Once a project is deemed eligible and any additional requirements are satisfied, it may be incorporated into an SPV, subject to the corresponding approval.
The legislation also creates the Strategic Planning Council for Infrastructure Investment, which will coordinate project planning and evaluation. Its functions include defining investment priorities, assessing feasibility and financial structures, evaluating risks and social, economic and environmental impacts, and determining project eligibility and potential inclusion in the mechanisms contemplated under the law.
As a general rule, projects must be awarded through public bidding procedures conducted under principles of legality, free competition, objectivity, impartiality, transparency and publicity. Mexican and foreign legal entities may participate individually or through consortium arrangements.
The framework also provides for exceptions allowing restricted procedures or direct awards in certain circumstances, including insufficient market competition, national security considerations, significant risks of loss or the replacement of a prior developer.
Following an award, the parties will enter into a strategic investment contract governing matters such as financing sources, risk allocation, performance standards, implementation schedules, guarantees, subcontracting, assignment of rights and dispute resolution mechanisms.
These contracts must have a minimum term of four years and may not exceed 40 years, including extensions. They may be modified during their term to address, among other matters, unforeseen circumstances, environmental issues or significant impacts on the project’s economic and financial balance.
The legislation also includes relevant transitional provisions. The Federal Executive must issue the corresponding Regulations within 180 calendar days following its entry into force, while the Ministry of Finance and Public Credit must issue the applicable investment guidelines within the same period. The Council must be established within a maximum of 120 calendar days.
Investment projects initiated during fiscal year 2026 before the legislation entered into force may be submitted to the Council for an eligibility determination. Existing investment projects may also transition to the new mixed participation schemes where the parties agree, the Council approves the transition and the applicable regulatory requirements are satisfied.
For investors, developers and public entities, the new framework introduces additional alternatives for structuring long-term strategic infrastructure projects. The selection of the participation model, SPV structure, risk allocation, financing sources and applicable sector-specific requirements will be central to assessing the viability of each project.
Von Wobeser y Sierra is available to assist with the analysis of this new framework, project structuring, public-private participation models and the corresponding investment and procurement processes.
