“Regulatory Big Bang” Becomes Enforceable

The Argentine Securities Commission (CNV) approved General Resolutions 1145 to 1150 on June 10, 2026. This extensive package of reforms advances the transition toward a regulatory framework based on automatic authorizations, market participants' liability for disclosed information, and ex-post oversight by the regulatory authority, replacing numerous prior review and approval procedures.

These measures aim to reduce regulatory timeframes and costs, eliminate barriers to access financing, and strengthen market information disclosure mechanisms.

Among the most significant updates, the General Resolutions:

1. Create the Public Offering Regime with Automatic Authorization for Expanded Medium Impact, applicable to both equity and corporate bond issuers, as well as financial trusts.
2. Eliminate the CNV’s prior approval for prospectus updates, extensions, and amendments to global programs (for corporate bonds and debt securities).
3. Introduce an automatic authorization regime to set up and amend the management regulations of Open-Ended Mutual Funds (Fondos Comunes de Inversión Abiertos or FCIA) and Closed-Ended Mutual Funds (Fondos Comunes de Inversión Cerrados or FCIC).
4. Broaden the definition of qualified investors, including the possibility of factoring in virtual assets.
5. Establish new disclosure requirements when underwriters do not retain independent legal counsel.
6. Extend the tokenization regime to new categories of negotiable securities.

 

General Resolution 1145: Issuance of Shares and Corporate Bonds

This resolution introduces the new Public Offering Regime with Automatic Authorization for Expanded Medium Impact, applicable to issuances of shares and corporate bonds. This regime sets a new issuance limit of UVA 100,000,000, significantly exceeding the original UVA 15,000,000. It also allows issuers to exceed this threshold without limitation, if the total issuance is targeted exclusively at qualified investors.

However, the Resolution maintains high standards of information and transparency. It requires compliance with the General and Periodic Information Regime of the General Framework, including financial statements prepared under IFRS within 180 calendar days of placement. This excludes the simplified information regime and the relaxed reporting of relevant material events provided for other automatic authorization regimes.

Furthermore, the Resolution:

1. Enables financial institutions to issue under this expanded regime, provided that all securities are targeted exclusively at qualified investors.
2. Allows CNV SMEs (PyME CNV) and Guaranteed CNV SMEs to issue under this regime cumulatively and compatibly with their own specific frameworks.
3. Exempts SMEs issuing under this regime from appointing a supervisory committee and from preparing financial statements under IFRS.

General Resolution 1146: Financial Trusts

This Resolution introduces substantial changes to the automatic authorization regimes applicable to financial trusts and to the regulation of global programs for issuing debt securities.

In particular, it incorporates the Public Offering Regime with Automatic Authorization for Expanded Medium Impact for debt securities, mirroring the logic of the amendments enacted by General Resolution 1145 for equity and corporate bond issuers. Thus, it sets a maximum amount of UVA 100,000,000, which may be exceeded when the issuance is targeted exclusively at qualified investors and complies with the General and Periodic Information Regime.

The Resolution also eases the access requirements for the Low Impact and Medium Impact Regimes—reducing previous issuance track-record requirements—and expands the exclusions from the Expanded Medium Impact Regime by including Real Estate Development Financial Trusts.

Regarding global programs for financial trusts, the Resolution:

1. Provides that deadline extensions, amendments to terms and conditions, and increases or decreases in the maximum amount will be deemed automatically approved upon publication of the prospectus through the Financial Information Highway (AIF), without the CNV’s prior review or approval.
2. Establishes the trustee's obligation to give notice through the AIF and to submit supporting documentation via the Remote Procedures Platform (TAD).
3. Modifies the rules for identifying trustors in global programs, granting exemptions in specific scenarios (such as SME financing or cash-integrated programs where trustors are beneficiaries). Consequently, proceedings to update Global Programs for Financial Trusts initiated prior to GR 1146 will become void once the relevant documentation is published on the AIF.

Finally, the Resolution establishes a regime for distributing preliminary offering documents for financial trusts under automatic frameworks. This requires a sworn statement from the trustee’s legal representative notifying the distribution and an obligation to keep the documents available for the CNV.

General Resolution 1147: Open-Ended Mutual Funds

This Resolution introduces an automatic authorization regime to set up open-ended mutual funds (FCIA) and to amend their management regulations. Once Resolution 1147 enters into force, setting up new FCIAs will be executed by registering the instrument directly through the AIF (which will automatically assign a registration number), without needing the CNV’s prior authorization.

Similarly, amendments to management regulations will be processed through an automatic addendum procedure by submitting the documentation directly via the AIF, bypassing CNV processing. Exchange-Traded Funds (ETFs) and FCIAs intending to invest at least 25% of their net asset value in assets issued and traded abroad are excluded from this automatic regime; these will still require the CNV’s prior authorization and follow a specific procedure.

The Resolution also provides that proceedings initiated before its effective date will become void without requiring an express withdrawal, and the files will be filed away.

General Resolution 1148: Closed-Ended Mutual Funds

Resolution 1148 introduces a comprehensive automatic authorization regime to set up closed-ended mutual funds (FCIC) and expands the universe of qualified investors.

Regarding FCICs:

1. Qualified investors may acquire negotiable securities issued under this regime. The general public may participate when the issuance amount does not exceed UVA 100,000,000.
2. Infrastructure, venture capital, virtual asset-underlying, or share-convertible-underlying FCICs are excluded from this regime.
3. The prospectus and management regulations must be published on the AIF without prior review or approval.
4. An automatic addendum procedure is established for non-material amendments.

Regarding qualified investors:

1. New categories of entities are added (such as pension funds and the ANSES-FGS under its own specific section, among others).
2. Virtual assets can now be factored in to verify the minimum equity threshold of UVA 200,000. This can be met through investments in negotiable securities and/or deposits in financial institutions—either in Argentina or abroad—or in virtual assets, which the investor must prove at the time of each subscription.
3. Individuals permanently registered in the CNV's Registry of Certified Professionals (Registro de Idóneos) are explicitly included.

General Resolution 1149: Prospectus Updates and Amendments to Global Programs

General Resolution 1149 eliminates the CNV’s prior authorization for procedures to amend global programs for corporate bonds, frequent issuers, and SME regimes.

If an issuer chooses to update its prospectus after the expiration of the corresponding annual financial statements, it must:

1. Submit the relevant documentation through the TAD platform solely for acknowledgment (without the CNV’s prior approval).
2. Immediately disclose the updated prospectus on the AIF and in the markets where the securities are listed.
3. Attach a report issued by an independent certified public accountant expressing an opinion on the information contained in them.

Regarding amendments to global corporate bond programs, capacity increases or decreases, term extensions, and modifications to terms and conditions will be deemed automatically approved as soon as the relevant documentation is published on the AIF. The Resolution clarifies that it is not necessary to increase the global program's maximum amount when a specific class or series is issued to exchange another previously issued series, if the resulting total amount does not exceed the authorized maximum.

The Resolution also introduces a new disclosure requirement: when underwriters do not retain an independent legal counsel distinct from the issuer's legal counsel, the offering must include a specific risk factor. This factor must warn investors that the underwriters have not hired independent an legal counsel to review the prospectus, supplement, or definitive offering document, nor to determine and negotiate the terms and conditions of the negotiable securities. The warning must also advise investors to consult with their own legal counsels. Furthermore, the Resolution introduces automatic authorization for modifying terms and conditions and increasing amounts for CEDEARs and CEVAs.

General Resolution 1150: Tokenization of Negotiable Securities

This Resolution extends the possibility of tokenizing new categories of negotiable securities: shares of FCIA ETFs and CEVA ETPs. It also allows tokenizing negotiable securities issued under the various Public Offering Regimes with Automatic Authorization (except those applicable to FCIAs), which includes shares, corporate bonds, debt securities, and FCIC shares.

On the operational front, the Resolution:

1. Incorporates definitions for "Collective Investment Product Administration Agents" (AAPIC) and "Distributed Ledger Technology" (DLT).
2. Authorizes AAPICs as eligible registered holders of tokenized securities, alongside Virtual Asset Service Providers (VASPs), depositary companies, and comprehensive settlement and clearing agents (ALyC Integrales).
3. Indicates that the tokenization of securities under Low Impact Regimes will only be permitted if the issuer voluntarily prepares a prospectus that complies with the provisions for Medium Impact Regimes.

In short, General Resolutions 1145 to 1150 represent one of the most far-reaching reforms the CNV has introduced in recent years, consolidating the shift from a generalized prior control framework toward a model based on participant liability, market disclosure, and subsequent enforcement.