The Regulations of the Law for the Promotion of Investment in Strategic Infrastructure for Development with Well-being are issued

On May 8, 2026, the Decree issuing the Regulations (hereinafter, the “Regulations”) of the Law for the Promotion of Investment in Strategic Infrastructure for Development with Well-being (hereinafter, the “Law”) was published in the Official Gazette of the Federation. The Regulations establish the legal framework applicable to the strategic infrastructure projects regulated by the Law (hereinafter, the “Projects”).

I. Objective.

The Regulations are a key component of the new infrastructure project planning model designed by the Federal Government. Their objective is to establish the rules for structuring, evaluating, authorizing, financing, implementing, and monitoring projects, special purpose vehicles, and joint venture schemes (as defined below).

II. Structures.

2.1 Strategic Planning Council for Infrastructure Investment.

The Regulations detail the powers, functions, duties, and obligations of the Strategic Planning Council for Infrastructure Investment (the “Council”). The Council is a collegial body that will govern the planning and oversight of investments in the Projects. The Council will be an advisory body, without its own legal personality or assets, that will approve public sector participation in any Project before it is implemented.

The Committee will be chaired by the Federal Executive and will be composed of the heads of the Legal Counsel of the Federal Executive, the National Bank of Public Works and Services, the National Credit Society, Development Banking Institution, as well as the heads of the Ministries of: (i) Finance and Public Credit (“SHCP”); (ii) Environment and Natural Resources; (iii) National Defense; (iv) Navy; (v) Energy; (vi) Economy; (vii) Infrastructure, Communications and Transportation; (viii) Anti-Corruption and Good Governance; and (ix) Agrarian, Territorial and Urban Development.

The Council will have permanent guests, who will have a voice but no vote in its sessions. These permanent guests will be the heads of the National Water Commission, the National Fund for Tourism Development, the Federal Roads and Bridges Agency, the Digital Transformation and Telecommunications Agency, the Integrated Public Transportation and Trains Agency, Nacional Financiera, a National Credit Institution, and the heads of the Ministries of Welfare, Tourism, and Science, Humanities, Technology and Innovation.

The Council has the power to define investment priorities in Projects and approve a corresponding national investment strategy, define the participation structures of the public, private and social sectors, analyze Projects and determine their financial, economic and social viability, and may issue recommendations in this regard, request reports on Projects and the investments made in them, form the necessary technical committees for each Project and revoke the viability and appropriateness of Projects.

The Council's decisions do not equate to automatic budget authorizations nor do they imply recognition of public debt.

The Council, in turn, will have various auxiliary bodies such as the Executive Secretariat (the “Executive Secretariat”), the Technical Committee (the “Technical Committee”), the Risk Analysis Committee and the specialized Working Groups that may be necessary (the “Working Groups”).

2.1.1 Risk Analysis Committee.

The Regulation provides for the creation of the Risk Analysis Committee (the “Risk Committee”), which will issue opinions on the main risks of a certain Project, such as: design, construction, operation, financial, demand, regulatory, environmental and social risks, as well as the mitigation mechanisms that are contemplated.

The Risk Committee's analysis must be documented in a technical report, which will form part of the project file and contract. To prepare this report, the Risk Committee must receive information on ownership structures, financing, beneficial owners, source of funds, and other relevant details. Failure to provide or falsification of information may result in the project being rejected or revoked.

The Risk Committee may intervene when there are complex financial structures, contingent liabilities, public guarantees, multi-year commitments, doubts about beneficial owners, unconventional financing schemes, substantial modifications to the Project, or risks equivalent to public debt. Additionally, the Risk Committee must analyze a particular Project when the Chair of the Board or the Board determines that there are objective elements that warrant a more in-depth analysis of the risks associated with that Project.

If there are technical opinions issued by units of the Ministry of Finance and Public Credit (SHCP), the Financial Intelligence Unit, the National Banking and Securities Commission or other competent authorities, the Risk Committee should not duplicate powers, but rather make a complementary assessment for the deliberation of the Council.

Although the opinions issued by the Risk Committee will not be binding and will only be used to strengthen decision-making by the Project, when there is a material risk to the Federal Public Treasury, financial integrity or institutional sustainability, the opinion of the Risk Committee must be incorporated into the corresponding consolidated determination.

The Technical Committee will be composed of the head of the Public Credit and International Affairs Unit of the Ministry of Finance and Public Credit (SHCP), the head of the Investment Unit of the SHCP, the head of the Economic Planning Unit of the Federal Public Treasury of the SHCP, and the head of the relevant administrative unit of the National Bank of Public Works and Services (Banobras), a National Credit Institution and Development Bank, as determined by the Board. Additionally, if the complexity of the Project so requires, representatives from other public agencies, development banks, academic institutions, specialized technical bodies, or experts in the relevant field may participate as non-voting consultants.

2.1.2 Technical Committee.

The Technical Committee is an auxiliary body of the Council responsible for issuing technical opinions and recommendations on Projects. Not all Projects will require the opinions of the Technical Committee, but rather those Projects where, due to their complexity, financial impact, asset significance, or level of risk, it is necessary to strengthen the analysis of the Project before the Council's deliberation.

The work of the Technical Committee will not duplicate other opinions issued by the competent units of the Ministry of Finance and Public Credit (SHCP), but will instead provide complementary recommendations when necessary. Its recommendations will not be binding and should only be used for the Council's deliberations.

The Technical Committee is responsible for analyzing technical considerations, issuing recommendations, evaluating the consistency between the Project design and its execution, formulating observations on the viability of EPM, recommending adjustments or adaptations that should be incorporated before the Council's deliberation, and any other tasks entrusted to it by the Council.

The Technical Committee will be composed of individuals designated by the Council, based on the nature, complexity, and sector of the project in question. In any case, every effort should be made to ensure that the Technical Committee includes specialists in infrastructure, planning, regional development, sustainability, sector operations, project execution, investment, public services, and other matters related to the project in question.

2.1.3 Working Groups.

Working Groups are not permanent authorization bodies, but rather flexible support mechanisms for the study, analysis, and formulation of specific technical recommendations. The composition of the Working Groups will be determined by the Chair and must specify their purpose, scope, duration, and expected deliverables. Working Groups will automatically conclude once the purpose for which they were created has been fulfilled, or when so determined by the Chair.

Public servants, technical specialists, financial institutions, academic institutions, professional associations and experts whose intervention is necessary to strengthen the analysis of a given Project may participate in the Working Groups.

The recommendations of the Working Groups will not be binding, but technical, and should only be used for the Council's deliberation.

2.2 Special Purpose Vehicles.

Special Purpose Vehicles (“SPVs”) may be corporations, public or private trusts, or any other structure that allows for coordination among the public (at the federal, state, and municipal levels), private, and social sectors, and whose mere creation does not imply obligations for the Federal Government. SPVs are exclusively intended to invest in or finance Projects and must adhere to the principles of legality, oversight, efficiency, accountability, and financial sustainability.

The administrators and legal representatives of the VPEs are responsible for the obligations that correspond to them according to the legal nature of the VPE in question, the constitutive instrument of the VPE and the applicable legislation.

Public-private partnerships (PPPs) are classified into three categories: public, mixed, and private. The classification depends primarily on the source of resources, the distribution of risks, and the existence of government obligations.

Public and mixed-capital investment vehicles (VPEs) have prudential controls in place for liquidity, risk management, and financial sustainability. These controls may include limits by asset type, counterparty, concentration, liquidity, risk hedging, and asset protection mechanisms, depending on the nature of the project. Public and mixed-capital investment vehicles that generate income or retain surplus funds may retain these resources and allocate them for authorized purposes related to the project.

Additionally, public VPEs cannot invest in speculative assets, participate in activities other than infrastructure, or acquire assets without identifiable cash flows or contractual backing. Furthermore, public VPEs may only disburse funds when contractual obligations and the project's financial progress so stipulate.

On the other hand, the Regulation allows an existing public trust to be used as a VPE, provided that: (i) the Project is compatible with the purpose of the trust; (ii) using that structure is more reasonable and viable than creating a new VPE; (iii) if there are risks, these are duly identified and mitigated; and (iv) the technical, financial and legal validation of the SHCP is obtained.

2.3 Mixed Participation Schemes.

Joint Venture Schemes (“JVS”) are mechanisms through which the Government (through Entities, Agencies, trusts, State-owned enterprises, majority state-owned enterprises, Vice-President Enterprises, or any other entity) participates directly or indirectly with the private and/or social sector to finance, design, develop, operate, maintain, and exploit Projects, sharing risks, costs, investments, benefits, or returns. JVS are classified, by way of example but not limitation, into the following types:

1. Long-term contracting: the private and/or social sectors participate in financing, building, operating and maintaining the Projects for a certain period, in exchange for consideration according to predetermined quality or performance standards.
2. Mixed investment: the public, private and/or social sectors participate in financing, building, operating and maintaining the Projects, sharing costs, risks, investments and benefits according to the corresponding participation interest.
3. Sector-specific schemes such as co-investments, partnerships, allocations, contracts, financial vehicles, state-owned enterprises; or
4. Any other EPM determined in the guidelines issued by the Ministry of Finance and Public Credit (the “SHCP”).

Public sector participation in EPMs may be through cash or in-kind contributions, rights of use, exploitation or exploitation, concessions, authorizations or permits, movable or immovable property, intangible rights and any other modality permitted by applicable legislation.

To employ an EPM (Engineering, Procurement, and Maintenance) entity in a project, the Regulations establish a phased authorization procedure based on the project's stage of development, structure, complexity, and budgetary and asset impact. This phased process aims to prevent the imposition of requirements specific to financial closure or formalization of the project from the initial stages. These stages include: preparation and design, construction and rehabilitation, operation and maintenance, and handover.

III. Procedure.

The procedure begins with the submission of project information, which must include: a general description, type of project, estimated contributions and preliminary participation percentages, sources of payment, preliminary risks, assets involved, investment return horizon, proposed legal structure, and the financial indicators determined by the Ministry of Finance and Public Credit (SHCP) through technical guidelines. Omission or falsification of the submitted information may result in the project being rejected or revoked.

Once the information has been submitted, the Executive Secretariat may issue a single notification to the requesting agency requesting that it provide any missing information or documentation. This notification must be issued within ten (10) days of the information being submitted. If the missing information is provided, the Executive Secretariat will not request any further information, unless there are unforeseen circumstances, substantial changes, or previously unidentified risks.

Once the complete file is available, the Executive Secretariat will gather the relevant technical, financial, budgetary, legal, and risk analysis opinions, as well as those from the competent administrative units of the Ministry of Finance and Public Credit (SHCP), and will compile a consolidated technical report. This consolidated technical report will address the viability, financial sustainability, and appropriateness of the Project and will be submitted to the full Council for consideration at the corresponding session.

If the consolidated technical opinion and the complete file are already available, no additional information requests will be made unless there is a substantial modification in the financial viability, source of payment or risk distribution of the Project or supervening events occur that alter its viability.

The Executive Secretariat of the Council will have all the necessary elements to analyze a Project when it has the following documents: an application for an eligibility ruling, technical, financial, and legal feasibility studies, as well as the documents necessary to duly accredit the legal status of the interested party. The Executive Secretariat must verify the above within five business days following the last receipt of the required documentation.

Once the file is complete, the Executive Secretariat shall prepare the proposed opinion and submit it to the Chair of the Council within the following 15 (fifteen) business days. To prepare this proposed opinion, at least a preliminary technical, financial, and legal analysis must be considered, as well as an assessment of social impact, fiscal risks, and alignment with strategic sectors and infrastructure priorities.

Having received the proposed technical opinion, the Council will consider it and may decide in any of the following ways:

• Positive: The Project proposal meets the requirements of the Law and will be classified as an Eligible Project (as defined below).
• Negative: The proposed project does not meet the requirements of the Law, in which case the reasons for the rejection must be clearly stated. A rejected proposed project may not be resubmitted to the Council for one year, unless there is an objective, substantial modification that warrants a new analysis.
• Conditional for preparation and analysis: The Project proposal presents sufficient preliminary feasibility, but substantial additional information, relevant adjustments, or supplementary studies are required to complete its analysis. This conditional request may only be made once and may not grant a period of less than 30 (thirty) days to submit the required information or documentation.

The Executive Secretariat shall notify the interested party of the Council's decision on the eligibility of a Project proposal within 5 (five) days after the Council makes the same.

With a positive eligibility assessment, the applicant may request the Executive Secretariat to initiate the process of determining eligibility and incorporation. Within the following 10 (ten) business days, the Executive Secretariat will analyze the proposed development action or, if applicable, the incorporation into a VPE (Virtual Promotion Entity). Additionally, the Technical Secretariat must forward the file to the Risk Committee so that it can formulate its opinion on the matter and, if applicable, to the relevant Technical Committee or Working Groups.

Following the Council's deliberation, if it resolves to grant the opinion of admissibility and incorporation, it must contain, at least:

• Project Identification;
• Basis and motivation for the determination of origin;
• Recommended promotional action, with its justifications;
• Proposed type of VPE that should be incorporated, if applicable, with the criteria that support said determination;
• General parameters for the structuring and implementation of the Project: reference ranges, deadlines, maximum estimated amounts, budget availability and subsequent validations;
• Strategic conditions, indicators and essential performance commitments;
• Relevant observations from the Risk Committee and corresponding mitigation measures.

In its decision regarding the project's eligibility and incorporation, the Council may request that the corresponding bidding documents require the submission of a social impact statement. This social impact statement must identify, predict, and assess the potential positive and negative social impacts of a project, as well as outline a plan to amplify positive impacts and mitigate negative ones.

Although the Law and Regulations stipulate that the Projects will be carried out through contracts awarded via public bidding, an exception to this process is provided for when fewer than three bids are submitted. In such cases, the bidding process will be declared void, or the submitted bids will be considered. If only one bid is submitted, the contracting authority may award the contract if it deems that the necessary conditions are met.

IV. Other provisions.

4.1. Database and information delivery.

The Regulation, in accordance with the Law, governs the National Strategic Infrastructure Database, which will be an information system designed, created, and managed by the Ministry of Finance and Public Credit (SHCP) to share standardized information on Projects, Project Vice-Presidents (VPEs), and Project Management Entities (EPMs) linked to said Projects. The information included on this platform will be used solely for administrative, informational, control, monitoring, and oversight purposes.

Quarterly information on the Projects (executive summary, physical and financial progress, impacts, risks, contingencies, outlook and necessary adjustments) and on the VPEs (financial, operational, risk information, compliance indicators, leverage level and any relevant event that has occurred) must be submitted electronically, although the Council may request additional information on an extraordinary basis at any time on the financial situation, physical progress, sustainability, impact and evaluation of any Project.

If those responsible for submitting the information, whether on a regular or extraordinary basis, fail to do so within the allotted time, they will be given between 10 and 20 days to rectify the omission. If the omission persists after this period, the Executive Secretariat or the Ministry of Finance and Public Credit (SHCP) will issue a formal warning, giving the responsible party the opportunity to take the necessary steps to rectify the omission or provide a well-founded and reasoned justification for the material or legal impossibility of doing so. If the failure to submit information persists and affects the monitoring, evaluation, and risk control of the Project, the Council may suspend support or benefits to the interested party until the omission is rectified.

4.2 Contracts.

Developers, contractors, and suppliers entering into strategic investment contracts must be Mexican corporations whose corporate purpose is limited exclusively to the development of the corresponding Project. Additionally, the contracts must include provisions regarding changes in control and shareholding structure of the developer, contractor, or supplier that could affect the continuity, solvency, traceability, or viability of the Project.

The Regulation also lists the rights and obligations of developers, contractors, suppliers, and other interested parties. Additionally, the Regulation includes provisions regarding insurance and guarantees that may be provided, oversight mechanisms to be adopted, progress reports that may be required, and the establishment of penalty clauses and how they are calculated.

In addition to the above, the Regulation provides for different procedures for the termination of the contract in question:

• Compliance: the contract is terminated by signing the act of termination of rights and obligations derived from the conclusion of the works or services of the contract according to the agreed execution program.
• Early termination: by decision of the interested party when it implies serious harm to the public interest, that it causes damage or harm to the State to continue with the execution of the contract, when the services or works are not necessary and the other reasons listed in the respective contract.
• Administrative termination: when the contractor fails to fulfill its obligations in such a way that it affects the development of the project, following a termination process under the applicable contracting regulations that guarantees the contractor's right to be heard, when:
  • The works are cancelled, abandoned or delayed in the cases provided for in the contract;
  • The contracted services are not provided, or are presented in terms different from those agreed upon, or are suspended for more than 7 (seven) consecutive calendar days without justified cause;
  • The contracted goods and equipment are not delivered within a maximum period of 30 (thirty) calendar days from the promised date, without reason or justification.
• Mutual agreement: the parties agree to the termination of the contract for duly justified reasons.

4.3 Dispute Resolution.

To resolve disputes regarding investment contracts, the Law provides for a Committee of Experts (the “Committee of Experts”), which will be composed of individuals or legal entities with proven technical, economic, financial, operational, or legal experience related to the dispute to be resolved. A resolution from the Committee of Experts is not a prerequisite for initiating legal action.

The members of the Expert Committee must be independent, impartial, and free from conflicts of interest with the parties involved, and must declare this under oath upon their appointment. Individuals who do not meet these requirements may not serve as members of the Expert Committee. The appointment process, as well as any specific qualifications and rules of procedure, may be detailed in the corresponding contract.

If a party decides to submit a dispute to the Committee of Experts, it must do so within five (5) business days of the dispute arising. Having been notified in writing, the other party will have five (5) business days to indicate whether it agrees to submit to the Committee of Experts, provide the relevant information or proposal, and, if applicable, appoint its expert. Failure to respond by the other party will be understood as a refusal to submit to the Committee of Experts, unless otherwise agreed. If the other party responds positively to submit to the Committee of Experts, the parties will have five (5) days to appoint the third expert as established in the respective contract.

Each party will be responsible for paying the fees of the expert they appointed, and the third expert or arbitrators appointed by mutual agreement will be covered by the parties in equal proportion.

In any case, the initiation of a process before the Committee of Experts does not suspend the execution of the contract or the fulfillment of obligations under it.

Notwithstanding the foregoing, if the parties to the investment contract so agree, they may submit their disputes to arbitration proceedings governed by law. Acts of authority, for the purposes of the Amparo Law, are not subject to arbitration. The recognition and enforcement of arbitration awards shall be governed by the relevant provisions of the Commercial Code.

Disputes arising from the interpretation or application of contracts based on the Law will be resolved by federal courts, unless an arbitration clause, alternative dispute resolution mechanisms have been agreed upon or these are not applicable.

V. Transitional provisions.

The Regulation comes into force the day after its publication in the Official Gazette of the Federation.

The Ministry of Finance and Public Credit (SHCP), the Executive Secretariat, and the entities and agencies that must issue guidelines, technical criteria, formats, evaluation mechanisms, records, operational provisions, and electronic platforms will have a period of 90 (ninety) business days to carry it out.

Contracts, agreements, concessions and other legal instruments will be governed by the provisions in force at the time of their initiation or formalization, unless their incorporation into the new regime is appropriate in accordance with the Law and the Regulations.