Updates to the Automatic Authorization Regime for Equity

On September 3, 2025, the Argentine Securities Commission (CNV) issued General Resolution 1083, which introduces amendments to the automatic authorization regime for the public offering of shares under the low- and medium-impact categories.

 

Elimination of restrictions for issuers already admitted

 

Companies already admitted to the General Public Offering Regime or the CNV PYME Regime will no longer be required to comply with two problematic obligations:
 

1. listing new shares issued under the automatic regime on a specific trading panel,
2. limiting the placement exclusively to qualified investors.

 

Going forward, these companies may place and trade new shares under the automatic regime without differentiated panels and with access also extended to retail investors, provided continue complying with the applicable disclosure regime.

 

Low-impact offering: rules

 

The Resolution updates the definition of a public offering with automatic authorization under the low-impact regime. Key points include:

 

• The issuance must be approved by an extraordinary shareholders’ meeting, with all shareholders expressly waiving their preemptive subscription rights.
• The shares must be ordinary, carrying one vote per share, and the bylaws may not impose additional restrictions on their transferability.
• Companies with state participation, issuers subject to privatization, financial entities, or public service providers, among others, are excluded from the regime.
• Secondary trading will be free but, in principle, restricted to qualified investors, except in the case of issuers admitted to the General Regime, where non-qualified investors may also participate.

 

Medium-impact offering rules

 

For the medium-impact regime, the rules are:

 

• If the issuer is not yet admitted to public offering, entry must be resolved by an extraordinary shareholders’ meeting, with all shareholders expressly waiving their preemptive rights.
• If the issuer is already admitted, placement to all types of investors will be permitted, provided that shareholders representing at least 51% of the share capital, including the controlling group waive their preemptive rights, with a temporary lock-up of their holdings, until the effective placement.
• The issuance must be completed within 60 days of the shareholders’ meeting, extendable up to 120 days by decision of the board.
• As in the low-impact regime, the shares must be ordinary, one vote per share, and the issuance of preferred voting shares remains prohibited.

 

Transparency and investor warnings

 

The Resolution reinforces the obligation to comply with the transparency rules of Law 26831 and requires explicit warnings to be included in prospectuses and offering documents:

 

• That the issuance is carried out under an automatic authorization regime and that the CNV has not reviewed or issued any judgment regarding the information in the documents.
• Under the medium-impact regime, issuers must additionally provide a sworn statement regarding the background of their members and ultimate beneficial owners, specifically regarding offenses related to money laundering and terrorist financing.

 

With these amendments, the CNV seeks to revitalize the use of the automatic authorization regimes introduced in June and July 2025, by removing obstacles that discouraged seasoned issuers. By allowing companies already admitted to public offering to access this simplified framework without additional restrictions, the measure is expected to increase the agility of new share issuances, broaden access to retail investors, and strengthen market liquidity.