Professional Centres Mexico FIBRA — Direct-Hold Solution Structure

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---
schema: foundry-doc-v1
title: "Professional Centres Mexico FIBRA — Direct-Hold Solution Structure"
slug: professional-centres-mexico-fibra-structure
short_description: "The planned trust-level structure of Professional Centres Mexico FIBRA — the Bank-fiduciary/Technical Committee governance split, the Subsidiary Silo liability model, Article 187/188 LISR fiscal transparency, and how the Private FIBRA form compares with Mexico's FICAP and S.A.P.I. alternatives — distinct from the corporate-parent and four-jurisdiction overview articles."
category: investments
index_group: legal-form-and-jurisdiction
type: reference
content_type: topic
quality: complete
status: active
audience: public
bcsc_class: forward-looking
language_protocol: PROSE-TOPIC
last_edited: 2026-08-24
editor: pointsav-engineering
paired_with: professional-centres-mexico-fibra-structure.es.md
cites: []
---

**Professional Centres Mexico FIBRA** is planned to issue CBFIs — trust participation certificates — in the operating Direct-Hold Solution vehicle described in the [[four-jurisdiction-framework|Four-Jurisdiction Framework]]; the vehicle is intended to be constituted as a Fideicomiso de Infraestructura en Bienes Raíces (FIBRA) domiciled in the State of Mexico. Woodfine Professional Centres 4 S.A. is planned as a wholly owned subsidiary of Woodfine Capital Projects Inc. (WCP), and is intended to serve as the trust's Administrator. WCP itself is intended to act as Promoter of the structure, mirroring its role in the established Canadian vehicle. This article covers the entities, agreements, and mechanics specific to this planned vehicle at the trust level — the Bank-fiduciary and Technical Committee governance split, the Subsidiary Silo liability model, Article 187/188 fiscal transparency, and how the Private FIBRA form compares with Mexico's FICAP and S.A.P.I. alternatives — rather than the corporate-parent structure or the multi-jurisdiction deployment architecture covered elsewhere.

## Key takeaways

- A Mexican banking institution is required by law to act as fiduciary of the trust; a Technical Committee is intended to instruct the bank on development, leasing, and fee decisions, and the bank is mandated to follow those instructions.
- A planned Subsidiary Silo model isolates each development site inside its own S. de R.L. subsidiary, so a liability event at one site is not intended to reach the trust or any other asset.
- Properties the trust develops are intended to be held for lease at least four years after completion, maintaining 0% corporate tax under Article 188 of the LISR.

## Governance — the Bank as fiduciary and the Technical Committee

Mexican law requires a FIBRA to have a licensed banking institution as its *Fiduciario*, or trustee. The Bank is intended to hold legal title to the shares of each site-level subsidiary described below, and to handle anti-money-laundering and know-your-customer compliance on the trust's behalf. The Bank is also intended to act as the withholding agent for Mexico's tax authority, the Servicio de Administración Tributaria (SAT), on distributions the trust pays to CBFI holders.

A Technical Committee — *Comité Técnico* — is intended to be appointed to manage the trust, alongside a separate Administrator board carrying out day-to-day corporate governance. The Technical Committee is planned to issue instructions to the Bank regarding development decisions, leasing terms, and fee payments; the Bank is mandated to follow those instructions rather than exercise independent discretion over the trust's real estate business. Independent Technical Committee members had not yet been named as of the source planning document underlying this article. A majority of the Administrator's own board is intended to be independent directors dealing at arm's length with the Woodfine Group and with the directors of the Promoter and the Advisor — the same arm's-length discipline the established Canadian vehicle applies to its general partner.

## The Subsidiary Silo structure

To develop raw land without triggering Mexico's 30% corporate tax, the trust is planned to use a Subsidiary Silo model built to comply with Article 188 of the LISR. Three layers are intended to make up this model. The Trust itself acts as the master holding entity: it is intended to hold investor capital, issue the CBFIs, and set the trust's operating rules through its prospectus. Each individual development site is intended to sit inside its own Sociedad de Responsabilidad Limitada (S. de R.L.) — a Mexican limited-liability company the trust buys or incorporates and holds 100% of the shares of, with that company alone holding the legal deed to its one site. Liability is intended to stay isolated inside each S. de R.L., creating a hard legal barrier between projects: a risk event at one development site is not intended to reach the master trust or any other site's S. de R.L. This is the Mexican trust-law implementation of the same asset-isolation principle the [[direct-hold-framework|Direct-Hold Framework]] applies across every jurisdiction, adapted to the entity forms Mexican law makes available. See [[titleco-and-subsidiary-silo-model|Titleco and the Subsidiary Silo Model]] for the property-level title mechanics this vehicle shares with the other three.

## Fiscal transparency under Article 188

Article 188 of Mexico's Ley del Impuesto sobre la Renta (LISR) is the provision under which the trust is intended to be fiscally transparent — passing rental income and capital gains through to CBFI holders rather than paying corporate income tax itself. Two compliance conditions are intended to govern that transparency. First, a development-holding rule: to keep the trust's 0% corporate tax status, any property the trust builds is intended to be held for lease for at least four years after completion, rather than sold. Second, an asset-composition rule: at least 70% of the trust's assets are intended to be invested in real estate destined for lease. Governing law layers three statutes together — the LISR itself (Articles 187 and 188), the Ley del Mercado de Valores (LMV, Mexico's securities-market law), and the Resolución Miscelánea Fiscal (specifically Rule 3.21.3.2, which governs Private FIBRAs).

## Private FIBRA equity — CBFIs and reference-value pricing

The trust is planned to register as a Private FIBRA, a route intended to give CBFI holders liquidity while keeping the trust outside public market trading. Its equity instrument, the CBFI (Certificado Bursátil Fiduciario Inmobiliario), is intended to be registered in Mexico's Registro Nacional de Valores (RNV) and deposited at Indeval, Mexico's central securities depositary. A Private FIBRA's CBFIs are not intended to list on an open trading board, however; transfers are instead intended to settle broker-to-broker. That restricted regime carries a specific pricing consequence: public market data for a Private FIBRA is intended to show trading volume as zero and price as not applicable, since there is no listed quote to report. In place of a market price, CBFIs are intended to carry a Reference Value anchored to the trust's net asset value (NAV). A certified pricing vendor, such as PIP or Valmer, is intended to publish that static NAV to Indeval daily, based on periodic independent property appraisals rather than trading activity. The intended effect for a CBFI holder is that unit value tracks the underlying real estate, not peso volatility or market sentiment.

## Public debt and the indefinite structure

Separate from the CBFIs, the trust is planned to issue Certificados Bursátiles de Deuda — Cebures — structured as First Secured Mortgage Debentures with the trust's land assets pledged as collateral. Unlike the equity CBFIs, this debt instrument is intended to trade freely on Mexico's exchanges, the Bolsa Mexicana de Valores (BMV) or the Bolsa Institucional de Valores (BIVA). That gives the trust access to a broader base of debt investors than the restricted CBFI holder base. The FIBRA form is also intended to allow a perpetual, indefinite structure: unlike a fixed-term vehicle, it carries no requirement to exit or wind down after a set number of years.

## How the Private FIBRA form compares

Mexican law offers more than one flow-through vehicle for real estate activity, and the choice of form carries different tax and structural consequences. The planned trust's own source materials frame the Private FIBRA against two named alternatives it was built to avoid — a FICAP, Mexico's venture-capital trust form, and an S.A.P.I. or S.A.P.I.B., a general-purpose Mexican corporate form:

| Feature | Private FIBRA (Art. 188) | FICAP (Art. 187) | S.A.P.I. / S.A.P.I.B. |
|---|---|---|---|
| Primary use | Build, lease, and hold | Build and sell (venture) | General business |
| Tax status | Flow-through (0%) | Flow-through (0%) | Corporate tax (30%) |
| Tax trigger | On distribution | On distribution | On profit generation |
| Equity type | CBFIs (trust certificates) | CBFIs (trust certificates) | Shares (*Acciones*) |
| Transferability | Restricted / OTC (Indeval) | Restricted / OTC (Indeval) | Restricted (book entry) |
| Public debt | Yes (Cebures) | Yes (Cebures) | Yes |
| Maximum term | Indefinite | 10 years | Indefinite |
| Constraint | Must lease for 4 years | Must exit or sell by year 10 | None |

The Private FIBRA is the only one of the three built for a hold-and-lease business rather than a venture exit: a FICAP shares the same 0% flow-through tax treatment but forces a sale or exit by its tenth year, while an S.A.P.I. avoids that term limit but gives up flow-through tax status entirely. For a trust intended to hold and operate income property indefinitely, the Private FIBRA is the only one of the three that combines 0% flow-through taxation with no fixed exit date.

## What this is not

Professional Centres Mexico FIBRA is not yet a formed trust. No Bank has yet been engaged as fiduciary, no Technical Committee members have yet been named, and the trust has not filed with, or been registered by, any Mexican regulator. This is not an active offering: no CBFIs have been issued, and no investor has subscribed for units. The MN$5,000 million gross funded value referenced in the [[four-jurisdiction-framework|Four-Jurisdiction Framework]] is a target the trust may pursue once established, not a commitment, a raised amount, or a current valuation. Every mechanism this article describes — the Subsidiary Silo model, the fiscal-transparency treatment, the Cebures debt program, the Private FIBRA registration — is a planned design, not yet in operation.

## See also

- [[professional-centres-canada-lp-structure]] — the established Canada vehicle, structured as a limited partnership rather than a trust
- [[four-jurisdiction-framework]] — the multi-jurisdiction deployment this vehicle is planned to operate within
- [[direct-hold-framework]] — the general Direct-Hold legal-isolation architecture this planned trust is intended to instantiate
- [[titleco-and-subsidiary-silo-model]] — the property-level Titleco mechanics beneath the Subsidiary Silo model, shared across all four vehicles
- [[limited-partnership-structure]] — the partnership form used in Canada and the planned United States vehicle, for contrast with this trust form
- [[about-risks]] — risk disclosure, including regulatory and compliance risk