Personal Property Bill of Sale Mexico (Compraventa de Bienes Muebles)

A Personal Property Bill of Sale Mexico (Compraventa de Bienes Muebles) is a formal contract governed by Articles 2248 through 2283 of the Código Civil Federal (CCF) that documents the voluntary transfer of ownership (dominio) of movable personal property (bienes muebles) from a seller (vendedor) to a buyer (comprador) in exchange for a fixed price expressed in money (precio cierto y en dinero). Personal property covered by this contract may include electronics and consumer appliances (electrodomésticos), furniture (muebles y enseres), machinery and industrial equipment (maquinaria y equipo), tools and instruments, office equipment, collectibles, and any other tangible movable asset that is not subject to a specialised registration regime — distinguishing it from vehicles (which require REPUVE and Secretaría de Movilidad registration), vessels (which require RPMN registration), and immovable property (bienes inmuebles, governed by the Registro Público de la Propiedad).

Under Article 2248 CCF, the compraventa is perfected — meaning it becomes legally binding and ownership passes to the buyer — by the mere agreement of the parties on the thing sold (cosa vendida) and the price (precio), without requiring physical delivery (entrega) or notarisation. This principle of consensualism (principio consensualístico) means that a written contract signed by both parties creates an immediately binding obligation, even if the item has not yet been physically transferred. Physical delivery (tradición) is nonetheless required for the buyer to fully exercise their rights as new owner against third parties.

The CCF establishes a comprehensive warranty regime for compraventas. The warranty against eviction (garantía de evicción) under Articles 2119–2135 CCF obligates the seller to defend the buyer against third-party claims to ownership or superior rights over the sold property, and to indemnify the buyer for the full purchase price, improvements, litigation costs, and consequential damages if the buyer is dispossessed. The warranty against hidden defects (garantía por vicios ocultos or redhibitorios) under Articles 2142–2163 CCF gives the buyer the right to rescind the sale (acción redhibitoria) or demand a proportional price reduction (acción estimatoria or quanti minoris) when the sold property has defects that render it unfit for its intended use or significantly reduce its value, and which were not visible at the time of sale or were concealed by the seller. Both warranties may be waived or limited in writing between the parties under Article 2163 CCF for private sales where both parties are equally sophisticated, but cannot be waived when the seller acted in bad faith (mala fe).

For sales involving businesses or merchants, the Código de Comercio (CCom) governs compraventas mercantiles under Articles 371 through 381 CCom — applying when both seller and buyer are comerciantes (merchants) engaged in commercial activity, or when the purchase is made for resale. The compraventa civil governed by the CCF applies to private sales between individuals (particulares). The distinction has practical consequences for the applicable statute of limitations, interest rates, and the rules for risk of loss (riesgo de la cosa).

The Registro Único de Garantías Mobiliarias (RUG), operated by the Secretaría de Economía under the Ley General de Títulos y Operaciones de Crédito (LGTOC) as reformed in 2014, is Mexico's national registry for security interests (garantías mobiliarias) over personal property — analogous to UCC Article 9 filings in the United States. When personal property is sold subject to a retained security interest (prenda sin desplazamiento) or when the buyer finances the purchase with a loan secured by the property, the security interest should be registered in the RUG to be enforceable against third parties. Buyers should query the RUG before purchasing any high-value personal property to confirm there is no pre-existing lien registered against it.

A Personal Property Bill of Sale Mexico is needed whenever there is a significant private transfer of movable personal property between individuals or between a business and an individual where a formal receipt (recibo simple) provides insufficient legal protection for the parties.

The document is essential when the item being sold has a substantial value — electronics, appliances, tools, machinery, furniture — and the buyer requires proof of ownership for insurance purposes under the Ley sobre el Contrato de Seguro (LCS), for customs declaration if the item will be transported internationally, or as documentation of capital expenditure for a business buyer claiming IVA input tax credit under the Ley del IVA.

A compraventa de bienes muebles is needed when the sale involves a retention of title arrangement (pacto de reserva de dominio under Article 2329 CCF), where the seller retains legal ownership until the full price is paid in instalments. This arrangement is common in private machinery and equipment sales where the buyer pays over time — the written contract establishing the retention of title protects the seller's right to reclaim the property if the buyer defaults without needing to resort to a general breach of contract claim.

For business buyers — legal entities and personas físicas con actividad empresarial registered with the SAT — the compraventa contract is the underlying document supporting the CFDI (Comprobante Fiscal Digital por Internet) issued by the seller under Article 29 of the Código Fiscal de la Federación (CFF). The CFDI is required for the buyer to deduct the purchase as a business expense under Article 31 of the Ley del Impuesto sobre la Renta (LISR) or to claim IVA acreditable input credit. The agreed price in the contract must match the price on the CFDI.

The document is also required in estate administration (sucesiones) when the heirs of a deceased person sell personal property from the estate to third parties — in this context, the compraventa must identify the seller's capacity as albacea (estate executor) appointed by the Juzgado Civil competente under Articles 1706–1788 CCF, and the judicial authorisation for the sale where required by the terms of the succession.

A valid Personal Property Bill of Sale Mexico under the Código Civil Federal Articles 2248–2283 must include the following elements to be effective between the parties and against third parties.

Identification of Parties: Full legal name, CURP, RFC if applicable, official identity document number, and domicile of both seller (vendedor) and buyer (comprador). For legal entities, RFC, Registro Público de Comercio number, and legal representative details are required.

Description of Property: Precise and detailed description of the personal property being sold, sufficient to identify it unambiguously. For electronics, include brand, model, serial number, and any identifying marks. For machinery and equipment, include make, model, serial number, year of manufacture, and technical specifications. For furniture and furnishings, include material, dimensions, and condition. For collections, list each item individually with descriptions. The description should be specific enough that neither party can dispute what was sold.

Condition of Property: Statement of the property's condition at the time of sale — whether sold as-is (en el estado que guarda) or with specific warranties about functionality, completeness, and absence of defects. Where the seller is a business, consumer protection provisions of the Ley Federal de Protección al Consumidor (LFPC) administered by PROFECO may apply and cannot be contractually waived.

Title and Lien Status: Seller's representation that they hold clear title (dominio pleno) to the property, that no prenda, embargo, or security interest (garantía mobiliaria) is registered against the property in the Registro Único de Garantías Mobiliarias (RUG), and that the property is free of third-party claims. For business equipment, RUG verification is strongly recommended before purchase.

Sale Price and Payment: Agreed total price in MXN, payment method (cash, SPEI bank transfer, or cheque), and payment date or instalment schedule if applicable. For payments above 2,000 MXN, documentary evidence of payment is advisable for tax purposes.

Retention of Title Clause (if applicable): Where the price is paid in instalments, an explicit pacto de reserva de dominio under Article 2329 CCF stating that legal ownership remains with the seller until full payment is received, and describing the seller's remedies on default.

Delivery: Date and place of physical delivery (entrega material) of the property to the buyer. Risk of loss (riesgo de pérdida) passes to the buyer upon delivery under Article 2017 CCF unless otherwise agreed.

Warranty Provisions: Express statement of whether the seller provides a warranty against hidden defects (vicios ocultos) under Articles 2142–2163 CCF and the warranty against eviction (garantía de evicción) under Articles 2119–2135 CCF, or whether the property is sold as-is (en el estado que guarda, sin garantía). For private sales between individuals, warranties may be waived in writing provided the seller did not act in bad faith. For sales by businesses to consumers, Ley Federal de Protección al Consumidor (LFPC) rights administered by PROFECO (Procuraduría Federal del Consumidor) cannot be contractually waived — including the 30-day defect remedy right under LFPC Article 92 and the right to file complaints before PROFECO.

Tax and CFDI Compliance: For sellers who are registered taxpayers with the SAT — personas físicas with actividad empresarial or personas morales — the contract price must match the CFDI (Comprobante Fiscal Digital por Internet) issued under CFF Article 29. Business buyers require a valid CFDI to deduct the purchase as an expense under LISR Article 31 or claim IVA acreditable under Ley del IVA Article 5. For private sellers without SAT registration selling personal-use goods, a signed compraventa contract with a recibo simple provides sufficient documentation for most civil purposes.

Forms-legal.com provides this Personal Property Bill of Sale Mexico template for documenting movable property transactions under the Código Civil Federal and Código de Comercio. Both parties should retain a signed original. For transactions above MXN $100,000, buyer verification of the RUG at reca.gob.mx and issuance of a SAT-compliant CFDI are recommended. Consultation with a licensed notario or abogado is advised for high-value sales involving retention of title arrangements or business assets subject to CNBV-regulated security interests.