Short answer
Before extending credit to a Mexican customer or distributor, the most effective combination is usually a signed credit or supply agreement, a promissory note guaranteed by an aval (shareholders or a related company) and, for significant exposure, registered security such as a non-possessory pledge recorded in the RUG. Each layer covers a different risk: proving the debt, collecting quickly through executory proceedings, and having priority over assets if the customer becomes insolvent.
Comparison
| Security | What it gives you | Legal basis | Key caution |
|---|---|---|---|
| Promissory note | Executory lawsuit with attachment from the outset. | LGTOC arts. 167, 170 | Meet art. 170 requirements; 3-year limitation (art. 165). |
| Aval on the note | A third party liable like the debtor. | LGTOC arts. 109-116 | No amount means the full note (art. 112). |
| Joint obligor in the contract | Full claim against any obligor. | Contract and applicable civil law | Agree joint liability expressly, with proper authority. |
| Civil surety (fianza) | A third party undertakes to pay if the debtor does not. | Federal Civil Code (CCF) arts. 2794, 2798, 2814-2816; supplementary to commercial acts (CCom art. 2) | Unless expressly waived, the debtor must be sued and its assets exhausted first (arts. 2814, 2816 I); for future debts, claim only once the amount is liquid (art. 2798). |
| Retention of title (reserva de dominio) | The seller keeps ownership until the price is paid. | CCF arts. 2312-2313 (with art. 2310) | Effective against third parties only if registered in the Public Registry (real estate and identifiable movables); the seller may not sell the goods while the term runs. |
| Non-possessory pledge | Security over inventory, equipment or receivables. | LGTOC arts. 346, 371, 376 | Register in the RUG; priority follows registration. |
| Registered rescission clause | Separation of unpaid goods in an insolvency. | LCM art. 71 | Works only if registered beforehand. |
Common mistakes
- Notes signed by someone without authority or with no clear maturity.
- Guarantors with no verifiable assets.
- Pledges signed but never registered in the RUG.
- Treating a check or note as final payment.
- Poor proof of delivery.
- Letting a note pass three years without suing.
Frequently asked questions
What guarantee should I ask from a new Mexican distributor?
For mid-size lines, a promissory note (pagaré) guaranteed by an aval from the shareholders or a related company, plus a credit or distribution agreement with a joint obligor. For large lines, add registered security such as a non-possessory pledge over inventory or receivables.
Does an aval with no stated amount cover the whole note?
Yes. If no amount is stated, the aval guarantees the full amount of the instrument (art. 112 LGTOC).
When does a promissory note become time-barred?
The direct action on the note prescribes three years after maturity (art. 165 LGTOC).
What is a non-possessory pledge?
Security over movable assets that the debtor keeps and uses, such as inventory, equipment or receivables (art. 346 LGTOC). It must be registered in the Registro Único de Garantías Mobiliarias (RUG) (art. 376), and priority follows registration (art. 371).
Does accepting a check or note settle the invoice?
Not by itself. Negotiable instruments given in payment are presumed received subject to collection, salvo buen cobro (art. 7 LGTOC).
Related: customer in concurso mercantil · commercial debt collection in Mexico · statute of limitations · versión en español