On January 16, 2026, Decree 178 was published in the Official Gazette of the State of Nuevo León, which adds certain articles to the Civil Code for the State of Nuevo León (the "Reform") to define and regulate the figure of the “pre-sale of real estate purchase” (the "Presale"The Reform will come into force 60 days after its publication, on March 17, 2026, and therefore will not apply to pre-sales of real estate purchases made prior to that date.
I. PURPOSE AND SCOPE OF THE REFORM
The Reform establishes minimum guidelines and obligations for those intending to sell a property under construction, urbanization, or development, and for which they do not have the corresponding sales authorization. Prior to the Reform, the Civil Code did not expressly regulate the concept of a pre-sale.
II. TERMS OF THE REFORM
The Reform aims to configure the Pre-sale as a specific type of purchase offer in which the offeror intervenes (as “Buyer”) and, where applicable, the “owner of the future property”, as the recipient of the offer and seller (the “Developer”), subject to compliance with certain requirements, mainly regarding obligations and formalities in charge of the latter.
For clarity, the definition of Pre-sale is transcribed below:
“Art. 1720 Bis.- The offer to purchase real estate is considered a pre-sale of real estate when, at the time of the offer, the owner of the future real estate is not legally able to transfer ownership 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.”
Additionally, the Reform identifies the following elements introduced by the proposal:
a. Minimum requirements for the Pre-sale documentThe document containing the pre-sale offer must include, at a minimum: (i) name and address of the Buyer and recipient of the offer; (ii) bank account details of both parties; (iii) the identification of the real estate property being offered; and (iv) date of issue of the offer.
b. Deadline for acceptance of the Pre-saleA maximum period of 3 months, starting from the date of issuance of the Pre-Sale offer, is established for the Developer to notify the Buyer of its acceptance. After this period has elapsed without acceptance by the Developer, the Pre-Sale offer will be considered rejected.
However, the Reform incorporates the tacit acceptance of the Pre-Sale Offer when the Developer receives any amount in cash from the Buyer, along with the Pre-Sale Offer, for any reason. However, according to the Reform, such acceptance of the Pre-Sale Offer will not, under any circumstances, be considered a sale.
c. Grounds for revocation of the Pre-saleOnce the Pre-Sale offer has been accepted, the Buyer retains the right to be informed and to revoke the Pre-Sale when: (i) the validity of the building permit or any of its extensions expires; or (ii) The authorization of the sales project is denied in accordance with the legislation on urban development.
In such cases, the Developer shall reimburse the Buyer for any amounts received, together with the agreed conventional interest or, failing that, the legal interest provided for in the Civil Code (currently 9%).
Consequently, the Pre-Sale cannot provide for the Buyer's advance waiver of their right to revoke it and receive a refund of the amounts paid (along with interest).
d. Sanctions regimeIn addition to the payment of interest in the event of revocation of the Pre-Sale, the Reform recognizes the possibility of agreeing on penalties in case of non-compliance with the terms of the Pre-Sale, including the possibility of immediate revocation of the offer, without the need for a court order. The penalties agreed upon by the Buyer and the Developer will only be enforceable if the Purchase offer is accepted by the latter.
To consult Decree 178 containing the Reform, see Here.
