Maurice Blanco Drew Glover   maurice.blanco@davispolk.com drew.glover@davispolk.com	Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549

Ladies and Gentlemen:

On behalf of our client, Corporación Inmobiliaria Vesta, S.A.B. de C.V. (the “Company”), this letter sets forth the Company’s responses to the comments provided by the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) in its letter dated April 25, 2023 (the “Comment Letter”). On March 28, 2023, the Company confidentially submitted an amended draft registration statement on Form F-1 (the “Draft Registration Statement” and, as amended or supplemented from time to time, the “Registration Statement”) relating to a proposed initial public offering of the Company’s common shares represented by American depositary shares, or "ADSs," via the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) to the Commission for confidential review pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”). The Company has revised the Draft Registration Statement in response to the Staff’s comments and is submitting concurrently with this letter, on a confidential basis via EDGAR, Amendment No. 1 to the Draft Registration Statement (“Amendment No. 1”), which reflects these revisions.

For the convenience of the Staff, each comment from the Comment Letter is restated in italics prior to the Company’s response to such comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to pages and captions in Amendment No. 1. We are also sending, under separate cover, a marked copy of Amendment No. 1 showing changes to the Draft Registration Statement.

Summary, Overview, page 1

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure on page 1 of Amendment No. 1 to disclose that the Company is a holding company with no significant assets other than the shares of its subsidiaries.

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure on pages 1, 77, 120 and 131 of Amendment No. 1 to describe the Company’s as “an industrial real estate asset manager with strong development capabilities” instead of a “leading Mexican real estate company.”

Summary, Best-in-class development platform allows Vesta to accelerate earnings and portfolio growth via owned land bank, page 8

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure on pages 9, 124 and 125 of Amendment No. 1 to define the Company’s development platform as “fully integrated and robust” instead of “best-in-class.”

Non-IFRS Financial Measures And Other Measures And Reconciliations, Reconciliation of NAV and NAV per share, page 26

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages vii, 26 and 27 of Amendment No. 1 to clarify that the Company presents NAV as a measure intended to show the value of the Company’s net assets on a long-term basis for comparison with other real estate enterprises. Gains and/or losses on assets and liabilities that are not expected to materialize in the ordinary course, such as deferred taxes on property valuation surpluses, are therefore excluded from the calculation. In addition, because the Company’s presentation of NAV is intended to reflect what would be needed to recreate the Company through the property investment market based on its current capital and financing structure, certain operating working capital balances are also excluded, and debt is included at amortized cost (and not at fair value). Each of the adjustments the Company makes in arriving at its calculation of NAV is intended to eliminate assets and/or liabilities at the consolidated holding company level that are not related to the asset value of the underlying direct property. This presentation is consistent with the Company’s historical reporting prior to the proposed offering of its ADSs, and the Company believes is consistent with presentations of NAV by other foreign issuers that report under IFRS.

Response:

The Company respectfully acknowledges the Staff’s comment and clarifies, as described above in the Company’s response to comment (4) from the Staff, that the Company presents NAV as a measure intended to show the value of the Company’s net assets on a long-term basis for comparison with other real estate enterprises. As mentioned above, assets and liabilities that are not expected to materialize in the ordinary course, such as deferred taxes on property valuation surpluses, are therefore excluded from the calculation. In addition, because the Company’s presentation of NAV is intended to reflect what would be needed to recreate the Company through the property investment market based on its current capital and financing structure, certain operating working capital balances are also excluded, and debt is included at amortized cost (and not at fair value). This presentation is consistent with the Company’s historical reporting prior to the proposed offering of its ADSs, and the Company believes is consistent with presentations of NAV by other foreign issuers that report under IFRS. However, the Company’s presentation of NAV is not intended to portray a fair value measure under IFRS and may not be comparable to similar measures reported by other real estate companies. The Company’s disclosure on pages vii, 26 and 27 of the F-1 has been revised accordingly.

Risk Factors, Our significant indebtedness may affect our cash flows and expose our properties to the risk of foreclosure., page 36

Response:

The Company respectfully acknowledges the Staff's comment and has expanded the disclosure on page 38 of Amendment No. 1 to clarify that the Company could suffer reputational damage and other harm to its business if it is viewed as developing underperforming properties, suffers sustained losses on its investments, defaults on a significant level of loans or experiences significant foreclosure of its properties, and if those risks were to materialize, the Company’s business, financial condition and results of operations or the market price of its ADSs could be materially and adversely affected.

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure on page 38 of Amendment No. 1 to clarify that as of March 31, 2023 and December 31, 2022, none of the Company’s indebtedness was hedged with interest rate hedge contracts.

Risk Factors, We or our third-party providers may fail to maintain, obtain or renew or may experience material delays..., page 39

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure on page 41 of Amendment No. 1 to clarify that the Company has not been subjected to material civil, regulatory or criminal penalties resulting from untimely compliance or non-compliance with applicable laws and regulations. Additionally, the Company has expanded the disclosure in this risk factor to clarify that untimely compliance or non-compliance with applicable laws and regulations could result in potential breaches of the Company’s obligations under its lease agreements, in addition to civil, regulatory and criminal penalties that could materially and adversely affect the continued operation of the Company’s businesses, including: loss of required licenses to operate one or more of the Company’s locations, significant fines or monetary penalties, or closing of the Company’s locations as a preventative measure.

Risk Factors, Our real estate assets may be subject to expropriation and dispossession by the Mexican government..., page 41

Response:

The Company respectfully acknowledges the Staff's comment and has expanded the disclosure on page 43 of Amendment No. 1 to clarify that, the Company may lose all or part of its investment in the relevant property, which would adversely affect the Company’s expected returns on that investment and, accordingly, its business, financial condition, results of operations and prospects or the market price of its ADSs, if the Company is dispossessed of its properties by the Mexican government, as ordered by a judicial authority, without any consideration or compensation, as a result of its tenants engaging in certain criminal activities within its properties.

Risk Factors, We have identified material weaknesses in our internal controls., page 46

Response:

The Company respectfully acknowledges the Staff's comment and has expanded the disclosure on page 48 of Amendment No. 1 to describe the remedial measures that the Company intends to adopt in connection with the material weaknesses that the Company has identified in its internal controls, and those that will be implemented in the future.

Risk Factors, You may not be able to sell your ADSs at the time or the price you desire because an active or liquid market may not develop., page 54

Response:

The Company respectfully acknowledges the Staff's comment and has expanded the disclosure on page 56 of Amendment No. 1 to describe the potential impacts on the Company’s continued listing resulting from the lack of a market for the ADSs of the Company.

Risk Factors, It may be difficult to enforce civil liabilities against us or our directors and executive officers., page 56

Response:

The Company respectfully acknowledges the Staff's comment and has expanded the risk factor disclosure on page 59 of Amendment No. 1 as well as the disclosure on section captioned “Service of Process and Enforceability of Civil Liabilities” on page 218 of Amendment No. 1 to describe that it may be costly and time consuming for investors to enforce civil liabilities in Mexico, and to clarify that no treaty exists between the United States and Mexico for the reciprocal enforcement of judgments issued in the other country.

Use of Proceeds, page 61

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure on page 64 of Amendment No. 1 to provide an estimated breakdown of the use of the net amount of proceeds from the offering into each principal intended use (i.e., the acquisition of land or properties and related infrastructure investments, and the development of the Company’s industrial properties).

The Mexican Securities Market, Registration and Listing Standards, page 68

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure on pages 72 and 181 of Amendment No. 1 to describe the impacts to the investors and the prices of the Company’s common shares and ADSs in case the Mexican Comisión Nacional Bancaria y de Valores (Mexican National Banking and Securities Commission) cancels the registration of the Company’s shares.

The Mexican Securities Market, Suspension of Trading, page 70

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure on pages 73 and 74 of Amendment No. 1 to describe the impacts to the investors and the prices of the Company’s common shares and ADSs if trading of the Company’s shares is suspended by the CNBV or the BMV.

Management's Discussion And Analysis Of Financial Condition And Results Of Operations, Critical Accounting Estimates, Valuation Of Investment Property, page 77

Response:

The Company respectfully acknowledges the Staff's comment and has expanded the disclosure on pages 81 and 82 of Amendment No. 1 to describe the procedures that the Company has adopted to validate the fair value valuations prepared by the external appraisers engaged by the Company. Additionally, the Company has clarified on page 82 of Amendment No. 1 the procedures to evaluate and agree on the appraisals issued by its external appraisers and seek clarification on or adjustments to their reports.

Industry and Regulatory Overview, Employees, page 139

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure on page 151 of Amendment No. 1 to include a breakdown of the average for the period for each of the past three financial years by geographic location.

Management, page 140

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure on the section captioned “Management” on pages 152 to 168 of Amendment No. 1 to clarify that all of the Company’s directors were appointed for one-year terms at the general ordinary and extraordinary meeting held on March 30, 2023. We note that all directors of the Company were ratified at such general ordinary and extraordinary meeting, except for Mr. Raúl A. Gallegos Navarro, who has been replaced by Ms. Manuela Molina Peralta as director of the Company.

Related Party Transactions, Principal Related Party Transactions, page 159

Response:

The Company respectfully acknowledges the Staff's comment and has expanded the disclosure on page 172 of Amendment No. 1 to clarify that there were no significant related party transactions or balances during the three-month period ended March 31, 2023 or the twelve-month periods ended December 31, 2022, 2021, and 2020.

Description of Capital Stock and Bylaws, Dividends, page 165

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure on page 178 of Amendment No. 1 to describe the mechanism for nonresident holders of the Company’s common shares to claim dividends. However, the Company further clarifies that such mechanism relies on Mexican law and practice, pursuant to which dividends are paid by the Company to Indeval, for further distribution to each non-resident holder’s custodian or sub-custodian, as applicable. Because of the existence of this mechanism, the Company does not need to appoint a paying or similar agent in Mexico, for payments of dividends under its common shares to be made to non-resident holders.

Description of Capital Stock and Bylaws, Exclusive Jurisdiction, page 167

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure on pages 180 and 181 of Amendment No. 1 to clarify that (i) the exclusive jurisdiction provision contained in the Company’s bylaws, whereby any legal actions between us and our shareholders, or between shareholders in connection with matters related to the Company, must be brought in competent courts sitting in Mexico City (the “Bylaws Exclusive Jurisdiction Provision”), is applicable to (a) any action between the Company and its shareholders; and (b) any action between two or more shareholders or groups of shareholders regarding any matters relating to the Company, but is not applicable to holders of ADSs; (ii) the Bylaws Exclusive Jurisdiction Provision does not apply to claims under the Securities Act of 1933; and (iii) investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. With respect to holders of ADSs, any legal action arising out of the deposit agreement, the ADSs or the ADRs, involving the Company or the depositary, may only be instituted in a state or federal court in the city of New York (the “Deposit Agreement Exclusive Jurisdiction Provision”).

Further, a new risk factor has been added in pages 57 and 58 of Amendment No. 1 describing the risks to shareholders of the Company in connection with the Exclusive Jurisdiction Provision of the Bylaws, and describing that there is uncertainty whether a U.S. court would enforce the Exclusive Jurisdiction Provision of the Bylaws for actions for breach of fiduciary duty and other claims. This new risk factor describes the risks to holders of ADSs in connection with the Exclusive Jurisdiction Provision of the Deposit Agreement and describes that it is possible that a court could find this type of forum selection provision to be inapplicable, unenforceable, or inconsistent with other documents that are relevant to the filing of such lawsuits.

Description of American Depositary Shares, Rights to purchase additional common shares, page 172

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure in former section captioned “Description of American Depositary Shares—Dividends and Other Distributions—Rights to purchase additional common shares” and described the procedure for the exercise of any right of pre-emption and the negotiability of subscription rights in the new section captioned “Description of American Depositary Shares—Distribution of Rights" on page 187 of Amendment No. 1.

Description of American Depositary Shares, Voting Rights: How Do You Vote, page 173

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure in the former section captioned “Description of American Depositary Shares—Withdrawal of Common Shares Upon Cancellation of ADSs” of Amendment No. 1 to delete that statement. In addition, we have inserted a new section captioned “Description of American Depositary Shares—Voting Rights” on page 190 of Amendment No. 1 to describe the meeting notice distribution process and how ADS holders can exercise their voting rights for the common shares represented by their ADSs.

Description of American Depositary Shares, Jury Trial Waiver, page 178

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure in the section captioned “Risk Factors—Risks Related to Our ADSs” on page 63 of Amendment No. 1 to add a new risk factor to contemplate the risks associated with jury trial waiver and other impacts on shareholders.

Financial Statements, page F-1

Response:

The Company respectfully acknowledges the Staff's comment and has revised the disclosure throughout Amendment No. 1 to update the Company’s financial statements to include: (i) the audited consolidated financial statements for the year ended December 31, 2022, and (ii) the unaudited consolidated financial statements for the three-month periods ended March 31, 2023 and 2022, and the corresponding financial information.

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Please do not hesitate to contact me at 212-450-4086 or maurice.blanco@davispolk.com or Drew Glover at 650-752-2052 or drew.glover@davispolk.com if you have any questions regarding the foregoing or if I can provide any additional information.

Very truly yours,

Maurice Blanco