Secondary Trading of Individually-Issued Securities Unified

On November 12, 2025, the Argentine Securities Commission (CNV) issued General Resolution 1090/2025, which amends Chapters I and V and adds Chapter VI to Title VI of the CNV Rules, with specific rules for the secondary trading of individually issued securities (deferred payment checks, promissory notes, MiPyME Electronic Credit Invoices (FCE), deposit certificates and warrants, bills, among others). The Resolution also redefines public disclosure obligations and operating procedures for Custody, Registration and Payment Agents (ACRyP) and Markets.

Public information and procedures

To clarify information requirements, article 29 of Chapter I of Title VI is replaced to require that Markets have a free and permanent dissemination mechanism—accessible on their institutional websites—containing, at least, instrument-level data (identifying information and code, issuance and maturity dates, amounts, date of admission to trading, delinquent/default status with days past due, and other relevant information) and drawer/issuer data (including tax identification). Markets must also enact and submit before the CNV, for its prior approval, the regulations and procedures for authorization, suspension, and cancellation of listing and/or trading.

New Chapter VI: common provisions

The individually-issued securities listed in the Resolution (checks, promissory notes, MiPyME FCEs, certificates, warrants, bills, mortgage bills, and others the CNV regulates) enjoy public offering status and may be traded on authorized markets. For their secondary trading, no prior registration intended to verify formal regularity—nor similar certifications—is required. The CNV may temporarily interrupt or halt trading for reasons of systemic risk.

Deposit with ACRyP and transfers

Before trading, the securities must be deposited with an ACRyP,  according to their nature and form of representation. Where applicable, they must be issued or drawn on behalf of the client and endorsed in favor of the ACRyP with the legend “For trading on Markets under CNV jurisdiction.” The Resolution regulates transfers to non-mirror sub-accounts (including foreign custodians under appropriate regulation and cooperation conditions), and establishes an exchange procedure—within the ACRyP—for voluntary restructurings, with differentiated identification of the new securities and record-keeping and notification duties to the market.

Duties of ACRyP and of the Markets

ACRyPs must operate an IT platform for the immediate dissemination of delinquencies in individually-issued securities (with a specific regime for MiPyME FCEs), including segments used, quantities traded, payments, and a compliance index by tax ID, while ensuring data protection and information security. Markets must immediately disseminate delinquencies reported by ACRyPs, submit their secondary-trading regulations to the CNV for approval, and use order-matching systems with price-time priority. Neither ACRyPs nor Markets assume any payment obligation or guarantees regarding solvency, signatures, or underlying assets.

Trading segments and settlement

The Resolution establishes three segments: guaranteed, direct non-guaranteed, and direct guaranteed (with collateral). For direct segments, ACRyPs will set the payment-at-maturity procedure. Markets may establish operational limits to mitigate risks, and the time between trade and payment will be adjusted to the nature of the instrument and the market’s regulations, taking into account ACRyP processing cycles.

Instrument-specific rules

•    Warrants: admissible collateral (high-liquidity assets), potential limit in amount, margin replenishment, market or ACRyP custody, and disclosure in trading systems of the underlying asset and other warrant data.

•    Bills of exchange and promissory notes: interest may be referenced to goods quotations, financial indicators, or benchmark rates (e.g., BCRA policy rate, BADLAR, TAMAR, SOFR), with clear and verifiable formulas. Markets must regulate interest types, trading periods, and settlement mechanisms.

•    Promissory notes: minimum amount of acquisitive value units (UVA) 20, “without protest” clause, rules for foreign currency (including the option of effective payment in that currency), and applicable exchange rates (BNA, Communication “A” 3500, or others as approved), with clarifications for calculations on payments made after the original maturity.

•    Fixed-term deposit certificates: alignment with BCRA term requirements.

•    MiPyMEs credit invoices: ACRyPs must implement a specific platform showing trading channels used, and the number of invoices and payments, together with a compliance index by tax ID number.

Agents: restrictions and information duties

Agents may not be issuers/drawers of individually-issued securities. As sellers, they must perform KYC and a minimum risk analysis (commercial reports, verification of the BCRA Debtors’ Credit Situation (CDSF) and current background checks), keeping supporting documentation. Trading involving debtors with elevated risk or a record of defaults is admissible only in a special section enabled by the markets. 

As buyers, they must inform clients of the difference between individually-issued securities and series-issued securities (absence of a prospectus or CNV authorization), and detail segments, collateral, and risks. Where the debtor falls under the situations provided, acquisition is limited to qualified investors and within the special section mentioned above.
 

Regulatory alignment and effective date

Markets and ACRyPs must adapt their regulations and submit them for the CNV’s prior approval so that they are operational by the time the Resolution becomes enforceable, i.e., on February 2, 2026.