Commercial Disclosures in Mexico: Land Use and Permits

Under the Federal Civil Code (issued 31 August 1928), it is not enough to just sign over the keys to a B2B industrial structure. There are high-risk impediments, and a landlord must ensure that their corporate commercial tenants are subject to and reliably aware of them under precise and documented legal disclosure before investing a single peso.

The Two Primordial Disclosure Clauses in Mexico

1. The Authorized Land Use Certificate (Certificado de Uso de Suelo)

Whoever rents and pays to operate commercially, forcefully and inexorably needs a base permit from the Municipality. If in the past the place structurally did not possess a high-impact nature or lacks the Land Use (e.g., It is purely residential land use and they arbitrarily change it to a nightclub), the law proceeds with Definitive Total Closure (Clausura). It is important to distinguish administrative zoning violations from Extinction of Domain (extinción de dominio) under Article 22 of the Constitution; the latter is a penalty strictly limited to assets related to specific serious crimes such as organized crime, kidnapping, and money laundering, rather than land use non-compliance.

The landlord owner, right from the contract's preamble, discloses to the interested party and attaches as an annex what their zone or corporate floor officially possesses before the Cadastre. It corresponds to the owner to establish that this is only their designated layout, and it corresponds legally to the New Business to gather, investigate, and strictly comply, processing their respective legal Opening / Operating License from then on upon the disclosed facts.

2. Civil Protection Norms

Disclosing site plans and imposing limits and an acknowledgment upon the subordinate tenant is a pressing necessity if multiple floors are owned. Delivering with formal Acknowledgment of Receipt a pre-accepted risk plan or structural load manual (the limit of supportable tons, for example). This firmly obligates, in case of damage or overweighting by the undisclosed business, full retribution of damages; preventing the terrible problems of collapses if strict disclosure and prevention did not exist. If the expert opinions are adverse, the State can paralyze the entire building with seals and inspectors on site.

Obligations of "Environmental Liability"

In leasing operations for Manufactured Plants or Storage ("Industrial Warehouses / Occupational Bodegas"), it is imperative to note that under Article 68 of the LGPGIR, owners (landlords) and possessors (tenants) of contaminated sites are jointly and severally liable (responsables solidarios) for remediation actions, regardless of who caused the contamination. A smart contract in Mexico discloses this shared liability and ensures that the tenant's obligation to manage dangerous solid or oily waste is clearly defined to mitigate the owner's risk in the face of inspections from PROFEPA (Federal Attorney for Environmental Protection) under the LGEEPA.

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