The Mexican Sole Registry of Guaranteed Personal Property
Over the past several years, the Mexican legal system has been experiencing relevant changes, mainly with the purpose of complying with a number of international business standards and to maintain Mexico as one of the top players in the developing countries’ contest to attract foreign investments. When planning to invest or start up a new business in a specific industry, there are some vehicles provided by law to help attract funds from foreign investors, causing them to rely on Mexican companies that implement the best structures to provide comfort to their investors regarding the expected return on their investment.
One of Mexico’s longstanding challenges has been the complexity faced by Mexican companies in accessing financing funds to support their growth, mainly derived from the lenders’ concerns about potential losses and their resulting requirement for collateral over the debtors’ assets to secure payment of the debt. However, Mexico has adopted a series of procedures and mechanisms to expedite and strengthen the level of legal certainty in the procedures to access funds from the capital markets. In such lines, in recent years, asset-backed financing has increased, which mostly relies on assets located in Mexico or subject to Mexican laws, specially formalized via two instruments: the non- possessory pledge and the guarantee trust.
In general terms, the non-possessory pledge provides an easier method to access capital, allowing debtors to pledge their assets to guarantee a certain obligation or obligations, while maintaining them in their possession and use, and without the need to appoint a depositary, in contrast with the traditional pledge in which the possession is transferred to the creditor via a depositary. Under a non-possessory pledge, the debtor in possession of the secured asset will be entitled, during the term of the pledge: (i) to use the pledged assets and to receive its produced goods (making this a very suitable structure for the financed acquisition of machinery, equipment and other manufacturing-related assets), (ii) to pledge the same assets in no more than one occasion, and (iii) to sell, in certain applicable cases, the pledged assets (in which case the pledge would be substituted for the asset received in payment, whether cash or any other).
On the other hand, the guaranty fund allows for the transfer of the debtor's assets to a trust to secure one or more obligations owed by the debtor. When applicable, the creditor will instruct the trustee (a financial institution considered under article 395 of the General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito)) to sell the trust assets and use the proceeds to pay the debt upon its maturity. If agreed by the parties, the debtor shall be entitled to use of the trust assets and enjoy their proceeds, and, where applicable, may instruct the trustee to sell such assets, in which case the trust assets that are sold may be replaced by the assets received in payment, whether in cash or in kind, which shall be incorporated into the trust estate.
Both security instruments were incorporated into the 2000 amendment to the General Law of Negotiable Instruments and Credit Transactions (later further amended in 2003). At that time, the reform lacked a suitable mechanism to publicly list all guarantees, as there was no centralized registry that allowed third parties to verify the prior existence of pledges or trusts over specific private personal property.
Even though, according to Mexican law, a non-possessory pledge must be registered, such registration was originally only available in the general file of the grantor of the security, resulting in a fragmented and imprecise system that made it difficult to identify and distinguish multiple simultaneous pledges granted by the same grantor over different assets.
In order to address the deficiencies in the registration of security interests over personal property, the Mexican Commerce Code was amended in August 2009 to create the Sole Registry of Guaranteed Personal Property (Registro Único Garantías Mobiliarias, or RUG), an electronic platform administered by the Ministry of Economy that stores detailed information regarding transactions involving assets granted as collateral. The registry individually identifies each asset and the characteristics of the secured obligation, allowing such security interests to be registered without the need to physically appear before a public registry.
With the implementation of the RUG, the non-possessory pledge and the guarantee trust have become highly practical tools for Mexican companies, as they allow them to structure asset-backed financings and access capital without the need to use real estate collateral. This has increased lenders’ confidence and legal certainty, as they are now able to publicly and easily verify the existence or absence of encumbrances over the assets granted as collateral.
Since its creation and to this date, the RUG has proven to be a practical and efficient tool, and in recent years, it has been further strengthened through relevant technological enhancements that facilitate its use and accessibility. It features a highly user-friendly digital interface, automated validation processes, and connectivity with other public registries. According to data published by the Ministry of Economy, more than two million security interests have been registered in the RUG from its inception through 2024, with increasing participation from the fintech sector and agricultural credit, consolidating its role as a key instrument for Mexico’s digital economy.
In an international context in which secured financing requires transparency and legal certainty, Mexico continues to establish reliable standards for investors, with the expectation that such measures will further contribute to the country’s economic consolidation by expanding Mexican companies' access to global capital markets.
February 2026.
This article was originally written in 2010 and was updated and complemented in Februrary 2026 by Carla A. Ríos. Please send any questions or comments to info@jata.mx. The original author of this note was a Partner at JATA – J.A. Treviño Abogados, and the co-author who updated and complemented this article is an Associate at JATA and may be reached at crios@jata.mx. JATA is a Mexican firm with offices in Monterrey, Mexico, and Houston, Texas.
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