GLOSSARY · BLOCKCHAIN & WEB3
Fiducia Mercantil (Colombian Trust)
What a fiducia mercantil is (Commercial Code art. 1226): how it works in 4 steps, its types under the SFC, costs and how it differs from a fideicomiso.
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What is the fiducia mercantil?
A fiducia mercantil is the arrangement under which one person, the settlor (fiduciante or fideicomitente), transfers assets to an authorized trust company or credit institution, which undertakes to manage or sell them to carry out the purpose set in the contract, for the benefit of the settlor or of a third party, the beneficiary or fideicomisario (art. 1226 of Colombia's Commercial Code). It is the Colombian version of the fideicomiso. If title is not transferred, the arrangement is a fiduciary mandate (encargo fiduciario) (Basic Legal Circular of the Financial Superintendence, hereafter CBJ, Part II, Title II, Chapter I, para. 1.1; unless another Part is stated, the CBJ paragraphs cited are from that chapter).
How it works, in four steps.
- 1. Contract. The settlor and the trust company set the purpose, the beneficiaries, the fee and the expenses (CBJ, paras. 2.3.5 and 2.3.8). Between living persons, the fiducia is executed as a public deed, registered according to the nature of the assets (art. 1228). If the trustee is a trust company and the assets are exclusively movable property, a private document is enough, registered where the transfer of the assets is subject to registration (art. 146 of the Organic Statute of the Financial System and art. 2.5.1.1.1 of Decree 2555 of 2010). Before signing, the trust company must provide, free of charge, a detailed list of all fees and costs (CBJ, Part I, Title III, Chapter I, para. 3.3.7).
- 2. Transfer. The assets pass to the trust company and form a patrimonio autónomo (autonomous trust estate), separate from its own assets and from its other trust business (art. 1233). They are not liable for the trust company's debts (art. 1227); the settlor's creditors can pursue them only if their claims predate the fiducia, and the beneficiary's creditors only the returns (art. 1238).
- 3. Administration. The trust company carries out the purpose with duties it cannot delegate: act diligently, keep the assets separate, invest them as the contract says, defend them, seek the highest return and account to the beneficiary every six months (art. 1234). It is liable for slight fault (culpa leve) (art. 1243).
- 4. Wind-up. When the purpose is fulfilled, the term expires or another legal or contractual cause arises (art. 1240), the trust company delivers the assets to whoever the contract names; if it is silent, they return to the settlor or the settlor's heirs (art. 1242).
Types of fiducia according to the Financial Superintendence. The SFC classifies trust business into five types (CBJ, Part II, Title II, Chapter I, para. 8):
- Investment: its main purpose is to invest sums of money as the settlor instructs (para. 8.1).
- Real estate: manages the assets and funds of a real estate project, in three forms: administration and payments, treasury, and pre-sales (para. 8.2).
- Administration: manages assets, with or without transfer of title, for the task the settlor assigns; it includes administration and payments, securitization administration, portfolio administration and insolvency proceedings administration (para. 8.3).
- Guarantee: secures the settlor's own or third-party obligations, either as a guarantee proper or as a guarantee and source of payment (para. 8.4).
- Social security funds: pension liabilities and health and occupational risk funds (para. 8.5).
Decree 0510 of May 19, 2026 added to Decree 2555 of 2010 definitions of administration trusts (art. 2.5.5.7.3) and real estate trusts (art. 2.5.5.7.5).
Costs. Every trust arrangement is paid (art. 1237 of the Commercial Code). The contract must state the amounts or factors used to calculate the fee and when it is charged, so that the client knows the total fee (CBJ, para. 2.3.5), as well as the expenses borne by the trust, such as appraisals, taxes or expert reports (para. 2.3.8). If there is real estate, the public deed and its registration are added (art. 1228); for registrable movable property, the registration of the private document (art. 2.5.1.1.1 of Decree 2555 of 2010). Each accounting report discloses the fee charged in the period and the cumulative total (para. 6.1.4.2.6). We give no figures: they depend on each contract.
Drawbacks and limits.
- No guaranteed return. Agreeing to guaranteed returns is an unsafe practice (CBJ, para. 2.2.4), and when fiduciary participations are sold, investors must be warned that they may incur losses (CBJ, Part I, para. 3.3.7.3.7).
- The trust company does what the contract says. In real estate trusts, advertising must state its role (treasury, oversight of the works, investment of funds) so that buyers know where its job ends (CBJ, Part I, para. 3.3.7.1). And when the SFC reviews a model contract, it does not assess the business itself (CBJ, para. 3.3).
- Cost and time of setup and administration, on top of those of the project.
- No specific framework for tokenization (see below).
Fiducia (Colombia) vs. fideicomiso (Mexico).
| Fiducia mercantil (Colombia) | Fideicomiso (Mexico) | |
|---|---|---|
| Law | Commercial Code, arts. 1226 to 1244 | LGTOC, arts. 381 to 407 |
| Trustee | Authorized trust companies and credit institutions (art. 1226), supervised by the SFC | Institutions expressly authorized by their own statute (art. 385), such as banks and brokerage firms |
| Assets | Autonomous trust estate (art. 1233) | Dedicated to the purpose and kept in separate accounts (art. 386) |
| Form | Public deed, registered according to the assets (art. 1228); with a trust company and only movable property, a private document is enough (Decree 2555 of 2010, art. 2.5.1.1.1) | In writing (art. 387); for real estate, registration in the Public Property Registry (art. 388) |
| Prohibited | Secret trusts and those with successive beneficiaries (art. 1230) | Secret trusts, successive beneficiaries except people alive or conceived when the settlor dies, and trusts longer than 50 years whose beneficiary is a legal entity that is neither public nor a charity (art. 394) |
| Offering rights to investors | Fiduciary participations, which the SFC does not treat as securities; with 20 or more people, the model contract goes through the SFC (CBJ, para. 5.5) | Public offering with registration in the National Securities Registry (arts. 2 and 7 of the Securities Market Law), for example of trust exchange certificates (art. 63) |
Fiducia and tokenization. Rights in an autonomous trust estate are split into fiduciary participations. The SFC does not consider them securities (Opinion 2018115106-001), but if they are offered to the public or to 20 or more specified people, the model contract must first go through its review (CBJ, para. 5.5). Neither the Commercial Code nor the CBJ provides for those participations to be represented by tokens, and in 2020 the SFC stated that the entities it supervises are not authorized to custody or deal in crypto-assets (Opinion 2020259314-001). Since Decree 2105 of 2023, which Decree 34 of 2025 kept, an autonomous trust estate can receive crowdfunding, but only through debt securities. We cover this in asset tokenization in Colombia and in real estate crowdfunding in Latin America.
Official sources: Commercial Code, arts. 1226 to 1235 and arts. 1236 to 1244 (Senate); SFC Basic Legal Circular; SFC, Opinion 2018115106-001; SFC, Opinion 2020259314-001; Decree 2105 of 2023 (Función Pública); Mexico's LGTOC; Mexico's Securities Market Law.
Framework verified as of October 13, 2026. At Unknown Gravity we build tokenization platforms and smart contracts that can reflect the rights in an autonomous trust estate. We work with the trust company and the client's local legal counsel; we are not an entity supervised by the SFC. Talk to us.
Learn more: Asset tokenization in Latin America: the country-by-country regulatory map (2026)
Explained simply
The fiducia mercantil is the Colombian version of the trust: you hand assets to a trust company, supervised by the Financial Superintendence, which manages them as an autonomous trust estate, separate from its own, to do what the contract says. At the end, the assets go to whoever you named.
Fiducia Mercantil: key points
- Legal definition: art. 1226 of the Commercial Code
- Autonomous trust estate, separate from the trust company's assets (arts. 1227 and 1233)
- Four steps: contract, transfer, administration and wind-up
- Five types according to the SFC: investment, real estate, administration, guarantee and social security
- No guaranteed return: agreeing to one is an unsafe practice according to the SFC
Fiducia Mercantil: advantages
- Asset segregation with a professional manager supervised by the SFC
- Statutory duties of the trust company, such as accounting every six months (art. 1234)
- Divisible rights through fiduciary participations, with the model contract reviewed by the SFC if offered to 20 or more people
Fiducia Mercantil: disadvantages
- Trust fee and expenses for setup and administration
- No guaranteed return, and the trust company is liable for the duties set by the contract and the law (arts. 1234 and 1243)
- No specific tokenization framework; according to the SFC, the entities it supervises are not authorized to custody crypto-assets