Automatic Authorization for Public Offering of Shares: News

Through General Resolution 1075, issued on July 10, 2025, the Argentine Securities Commission (CNV) modified the regulations relating to the simplified regime for access to the public offering of shares with automatic authorization, establishing specific conditions for issuers already admitted to the public offering.
Before this Resolution became enforceable, the applicable procedure required waiving the preemptive rights in articles 194 and 197 of the General Companies Law were granted unanimously by the entire share capital. In practice, this requirement proved difficult for issuers with dispersed ownership structures or a large number of minority shareholders, in a way that limited their ability to carry out capital increases in an agile and efficient manner.

As of this reform, the unanimity requirement remains in force only for companies that have not yet accessed the shares public offering regime. For those already admitted, the CNV has established a new framework based on control standards and representation percentages that allow excluding preemptive rights, provided certain conditions are met:

•    The increase in share capital through subscription issuance must be resolved by an ordinary or extraordinary meeting, as provided for in the issuer's bylaws.
•    The waiver of preemptive rights must be granted by shareholders representing at least 51% of the share capital.
•    The waiver must necessarily include all shareholders exercising direct, indirect, or concerted control over the company. 
•    The shareholders’ meeting approving the capital increase must expressly record the terms of the waiver and the controlling status of the shareholders granting it.
•    Those shareholders who have not waived their preemptive rights must exercise them in accordance with article 62 bis of Law 26831.
•    Those shares held by shareholders waiving their preemptive rights must remain blocked from the date of the shareholders’ meeting until the issuance settlement date, with no possibility of transfer. Such blocking must be evidenced by a certificate issued by the relevant custody, trading, or registration agent.
•    The capital increase must be carried out within 60 calendar days from the date of the shareholders’ meeting that approved it. The shareholders’ meeting may delegate to the board of directors or to subdelegates the power to extend this period up to 120 calendar days after the shareholders’ meeting is held. Otherwise, the waiver will become void and will have to be renewed.