Puerto Vallarta’s thriving economy has become a magnet for both real-estate investors and entrepreneurs. Yet if you plan to buy or sell in this vibrant market, it’s essential to grasp the distinction between two very different transactions: selling commercial real estate and selling an operating business. Although these deals often overlap—particularly in tourism and hospitality—their valuation models, legal frameworks, and closing processes are worlds apart.
Aunque a veces se entrelazan—sobre todo en los sectores de turismo y hotelería—cada una implica modelos de valuación, estructuras legales y procesos de cierre muy diferentes.
1. What Are You Actually Selling?
Commercial Real Estate
Refers to the physical asset: land and structures. Whether it’s a retail storefront, an office building, a hotel, or restaurant space, the focus is on square footage, location, and potential income from leasing or redevelopment.
Operating Business
Is the operational entity itself—name, brand, goodwill, equipment, customer base, digital assets, licenses, and sometimes (but not always) a leasehold or owned premises.
Example: Selling a beachfront restaurant might involve the real estate (commercial property) and the liquor license, kitchen equipment, staff contracts, website, and social-media presence (business).
2. Legal & Tax Frameworks
Commercial Real-Estate Transfers
- Governed by real-estate law and formalized before a Notario Público.
- Require title search, zoning verification, and—in coastal areas—either a fideicomiso or Mexican corporation for foreign buyers.
- If the parcel is within the 20-meter federal maritime zone, a federal concession is needed.
- Trigger capital-gains tax (ISR), an acquisition tax payable by the buyer, and standard closing costs.
- Foreign buyers must register with the Foreign Investment Registry (RFI).
Business Sales
- Typically structured as an asset sale (equipment, brand, inventory) or a stock sale (corporate shares).
- Require tax-compliance checks, severance/settlements for employees, permit transfers (tourism, liquor, etc.), and SAT clearance.
- Due diligence is more complex because liabilities can transfer with the sale, depending on structure.
3. How Value Is Calculated Commercial Property
Commercial Real Estate
- Comparable sales (price per m²)
- Current or projected rental income
- Condition, zoning, development potential
- Cap rate or land-appreciation outlook
Operating Business
- Three-year profit-and-loss history
- EBITDA or net operating cash flow
- Brand reputation and digital footprint
- Equipment, licenses, customer list
- Lease terms (if applicable)
Rule of thumb: In Puerto Vallarta, restaurants and bars often sell for 1.5–2.5 × EBITDA, while boutique hotels or turnkey wellness businesses can reach 3–5 × EBITDA depending on location, visibility, and occupancy track record.
4. Buyer Profiles & Motivations
Commercial Real-Estate Buyers
- REITs, developers, private investors, land bankers.
- Driven by long-term ROI, redevelopment, and appreciation potential.
- Value the tangible asset; may seek zoning changes or feasibility studies.
Business Buyers
- Entrepreneurs or expats seeking lifestyle or hospitality ventures.
- Focused on operational profitability and niche positioning.
- Confidentiality is critical: listings usually shared only after NDAs are signed.
5. Closing Timeline & Due Diligence
- Propiedadesusually close in 45–90 days if title is clear.
- Businesstransfers can take 3–6 months +, due to inventory audits, staff transitions, contract assignments, financial verification, and license reviews.
6. Where the Two Overlap
Some transactions bundle both business and real estate—e.g., a hotel on titled land with a proven brand. In Puerto Vallarta these hybrid deals appear in FlexMLS under “Commercial” or “Business Opportunity.” Because they involve bricks-and-mortar and operations, you need professionals versed in both disciplines.
7. Key Takeaway
Puerto Vallarta’s boom has fueled demand for both commercial properties and operating businesses—but they are fundamentally different transactions with unique risks and processes.
- Sellers:define clearly whether you’re offering property, business, or both.
- Buyers:assemble an expert team—lawyer, accountant, AMPI-certified broker—to navigate pitfalls.
Whether you’re buying a beachfront restaurant or selling an income-producing complex in the Romantic Zone, understanding the difference is the first step to a successful deal.
Need help valuing or selling a commercial property or business in Puerto Vallarta?
Work with an AMPI-certified real-estate and business broker who understands both sides of the transaction.
By Susan A. McKenna, JD
Broker, Shoreline Realty Group PV
About the Author
Susan A. McKenna, JDis an AMPI-certified broker with decades of experience in U.S. and Mexican markets. Before founding Shoreline Realty Group PV, she ran a property-management firm in Los Angeles and advised Fortune 500 companies, private-equity funds, and growth-stage startups on M&A strategy and branding. She understands not just the bricks and mortar but the business inside. If you’re looking to divest, invest, or expand in Puerto Vallarta’s evolving commercial and residential landscape, talk to Susan about structuring smart, strategic deals that maximize asset value and operational potential.
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