[co-authors: Jesús Alejandro Quijano García, René Gabriel Coindreau Salinas, Ximena Ambriz Garza]
On January 16, 2026, Decree Number 178 was published in the Official Gazette of the Free and Sovereign State of Nuevo León (“POE”), by which Articles 1720 Bis, 1720 Bis 1, 1720 Bis 2, 1720 Bis 3, 1720 Bis 4, 1720 Bis 5, and 1720 Bis 6 were added to the Civil Code for the State of Nuevo León (the “Decree”). Below, we provide a brief note regarding the implications of the amendment to the Civil Code for the State of Nuevo León (“CCNL”) in relation to real estate pre-sale offers.
1. Real Estate Pre-Sale. The amendment defines this concept as the offer to purchase a real estate property in respect of which, at the time of the offer, the holder of the future property is not legally able to transfer ownership because it is under construction, urbanization, or development, in accordance with the law on urban development, and does not have the corresponding sales authorization (“Real Estate Pre-Sale Offer”), establishing minimum requirements for the document containing the pre-sale.
2. Relevant Aspects. The regulation of the Real Estate Pre-Sale Offer highlights the following:
- The recipient of the Real Estate Pre-Sale Offer may not receive it unless they are the holder of a valid construction license for the development or construction of the property subject to the Real Estate Pre-Sale (unless they are expressly authorized by the holder of the construction license to receive Real Estate Pre-Sales), in which case such authorization must be in writing and ratified before a notary public;
- Such recipient will have a period of 3 (three) months, counted from the date of receipt, to express their acceptance, otherwise it will be deemed rejected;
- It will be considered granted if the recipient receives monetary payments from the offeror, such as deposits, guarantees, or other similar concepts; and
- Acceptance will not, by itself, be considered the execution of a purchase and sale agreement, even if the recipient accepts it within the aforementioned 3-month period.
3. Disclosure Obligation and Right of Revocation. The recipient of the Real Estate Pre-Sale Offer will be obligated to inform the offeror in the event that: (i) the validity of the construction license expires; and/or (ii) the sales authorization is denied in accordance with the legislation on urban development, in which case, the offeror may revoke the offer and any amounts paid must be refunded, plus legal or contractual interest, if agreed.
4. Sanctions. The possibility of establishing sanctions for both parties in the Real Estate Pre-Sale Offer documents is foreseen, and in particular, it is permitted to agree on sanctions in the event that the offeror fails to deliver monetary amounts or other obligations derived from the offer, as well as in the event that the offer is revoked for reasons attributable to the recipient, such sanctions being enforceable only if the offer has been accepted. Furthermore, when the obligation to deliver monetary amounts is agreed and the offeror fails to comply, the sanction may consist of the immediate revocation of the Real Estate Pre-Sale Offer, without the need for judicial declaration.
5. Entry into Force and Non-Retroactivity. Articles First and Second Transitory of the Decree establish that: (i) the additions to the CCNL will enter into force within 60 (sixty) calendar days following the date of their publication in the POE, that is, on March 17, 2026; and (ii) the provisions subject to the Decree will not be applicable to Real Estate Pre-Sale Offers made prior to its entry into force.
[View source.]
