Mexico is Latin America's second-largest economy and home to a sophisticated private capital market. Yet while Brazil built the region's most advanced tokenization ecosystem under CVM Resolution 88, Mexico remains in regulatory limbo—no specific tokenized securities framework, ongoing CNBV consultations, and fund managers uncertain about which compliance path to take. This ambiguity is not permanent, and fund managers who understand the current regulatory landscape can pursue tokenization strategies that work within existing frameworks while positioning for the clarity that will eventually emerge.
The Current Regulatory Landscape: Ley Fintech
Mexico's Ley Fintech (Law to Regulate Financial Technology Institutions), enacted in March 2018, was designed to regulate fintech companies including crowdfunding platforms, electronic payment institutions, and digital asset operators. The law is supervised by the CNBV (National Banking and Securities Commission), Banxico (Bank of Mexico), and CONDUSEF (National Commission for the Protection and Defense of Users of Financial Services).
Ley Fintech included provisions for "virtual assets"—defined as digital representations of value used as payment means or stored electronically. This definition was intended to address payment cryptocurrencies (Bitcoin, Ether), not tokenized securities representing ownership interests in real assets. The regulatory gap between "virtual assets" (payment instruments) and "tokenized securities" (investment instruments) creates uncertainty for fund managers pursuing RWA tokenization.
The CNBV's position as of 2025: tokenized securities that represent ownership interests in companies or investment funds are securities regulated under Ley del Mercado de Valores (LMV, Mexico's Securities Market Law), regardless of their digital format. The LMV requires public offerings to be registered with the CNBV; private placements to qualified investors (Inversionistas Calificados) are exempt from registration but must comply with LMV anti-fraud provisions.
The Three Strategic Options for Mexican Fund Managers
Option 1: Domestic LMV Private Placement. Issue tokenized fund interests under the existing LMV private placement exemption for Inversionistas Calificados (qualified investors, equivalent to accredited investors). This exemption allows private offers to qualified investors without CNBV registration, following the same framework as traditional private fund placements. The tokenization layer adds operational efficiency; the regulatory structure is unchanged.
The limitation of this approach: LMV does not specifically address tokenized securities, creating interpretive uncertainty about whether token transfers satisfy LMV transfer restriction requirements. Conservative legal interpretation suggests using additional legal agreements (subscription agreements with transfer restrictions) alongside token infrastructure to ensure compliance certainty.
Option 2: Foreign Jurisdiction Structure for International Investors. Establish the tokenization structure in a jurisdiction with clear frameworks (Cayman Islands, Delaware, Dubai VARA) and distribute to Mexican investors under international placement agent frameworks. This approach separates the legal structure (foreign) from the investor base (Mexican), avoiding direct application of Mexican tokenization ambiguity while still accessing Mexican capital.
Fund managers using this approach must still comply with Mexican regulations for distributions to Mexican residents (CNBV reporting, tax withholding requirements) but operate the tokenization infrastructure under clearer foreign frameworks. This is the approach most commonly used by international fund managers accessing Mexican institutional capital today.
Option 3: Regulatory Sandbox Participation. The CNBV operates a regulatory sandbox (sandboxes regulatorios) program allowing fintech firms to test innovative products under temporary regulatory authorization. Fund managers developing tokenization platforms can apply for sandbox authorization, receiving a controlled environment to test tokenized securities offerings while engaging directly with CNBV on emerging regulatory requirements.
The sandbox approach is slower (application and approval process takes 6-12 months) and has scale limits (maximum investor counts and AUM during sandbox operation), but provides the clearest path to regulatory certainty and establishes a relationship with CNBV that positions the fund manager advantageously when permanent frameworks emerge.
The Brazil Comparison: What Mexico Could Learn
Brazil's 1,134% tokenization growth under CVM Resolution 88 resulted directly from proactive regulatory clarity. CVM issued Resolution 88 before the market scaled, providing definitive guidance that enabled issuers and investors to proceed with confidence. Mexico's CNBV has been slower to publish specific frameworks, watching Brazil's success and consulting internally about appropriate regulatory structure.
Fund managers and fintech companies with relationships at the CNBV level are actively providing market input during this consultation process. The regulatory outcome in Mexico will likely mirror Brazil's approach—applying existing securities law to tokenized instruments with specific guidance on registration, disclosure, and custody requirements. Managers who have engaged with CNBV during this process will have superior understanding of the emerging framework.
Key Takeaways
- •Mexico lacks a specific tokenized securities framework as of 2025—Ley Fintech covers payment virtual assets, while tokenized securities fall under existing LMV (Securities Market Law) provisions requiring CNBV interpretation.
- •Three viable strategies: domestic LMV private placement exemption (Inversionistas Calificados), foreign jurisdiction structure with Mexican investor distribution, or CNBV regulatory sandbox participation for clearest regulatory path.
- •Brazil's CVM Resolution 88 success template is the most likely model for eventual Mexican regulatory framework—fund managers studying Brazil's approach are preparing for Mexico's likely regulatory direction.
- •Most international fund managers accessing Mexican capital today use foreign-jurisdiction structures (Cayman, Delaware, Dubai) while maintaining separate compliance for Mexican-resident investor distributions.
- •CNBV sandbox participation is the highest-engagement but highest-return regulatory strategy for fund managers planning significant Mexican tokenization operations—it builds regulatory relationships that provide competitive advantage when permanent frameworks emerge.
Polibit supports multi-jurisdiction tokenization across Latin American markets, including compliance validation for Mexican LMV private placements and foreign-jurisdiction structures accessing Mexican investor capital. Explore Fundraising capabilities or schedule a demo to discuss your Mexican market tokenization strategy.
Sources
• CNBV (2018). Ley para Regular las Instituciones de Tecnología Financiera (Ley Fintech)
• SHCP (2024). Ley del Mercado de Valores: Application to Digital Securities
• CVM (2022). Resolution 88: Brazil Tokenization Framework as Regional Template
• CNBV (2024). Regulatory Sandbox Program: Fintech Innovation Authorization Process