Issuers May Now Change Public Offering Regime

On February 19, 2026, the Argentine Securities Commission (CNV) issued General Resolution 1110/2026, which introduces a specific procedure enabling issuers to change the applicable public offering regime under which they operate in the capital markets.

The Resolution allows issuers subject to the General Regime or the PyME CNV Regime—whether authorized to offer shares or notes—to apply for a change to any other CNV special regime, if they meet the applicable requirements and any additional conditions. The Resolution seeks to facilitate these issuers’ access and participation in the capital markets by mitigating disproportionate regulatory costs and requirements.

Likewise, the Resolution provides that issuers currently subject to special regimes with less stringent requirements may opt to transfer to the General Regime or the PyME CNV Regime by applying for the CNV’s approval.

For issuers authorized to publicly offer shares that intends to migrate to a regime with lower regulatory requirements, the Resolution requires they comply with the procedure applicable to withdrawal from the public offering regime, including the launch of a mandatory tender offer addressed to dissenting shareholders, the determination of a fair price, the posting of adequate guarantees, and the lock-up of the shares held by those shareholders who voted in favor of the change. In such cases, the CNV’s authorization will be formal in nature, and final approval of the change will be subject to full compliance with the tender offer and the release of guarantees.

The change of regime is structured as a phased process combining corporate and regulatory steps, with an emphasis on transparency and investor protection, while balancing regulatory flexibility with the protection of minority shareholders in the context of significant changes to the public offering regime.