CNV Approves Amendments to the Special Small and Medium-Sized Enterprises Regime

To promote access among small and medium-sized enterprises (SMEs) to the capital market, on August 19, 2021, the Argentine Securities and Exchange Commission (the “CNV,” after its acronym in Spanish) issued Resolution No.  901/2021 (the “Resolution”), introducing various changes to the special regime applicable to small and medium-sized enterprises “CNV PyME.”

Under the Resolution and for the sole purpose of accessing the capital market, PyMEs are defined as Micro, Small and Medium-Sized Enterprises (MSMEs) as outlined in Resolution  No. 220 of April 12, 2019 of the former Secretariat of Entrepreneurs and Small and Medium-Sized Enterprises of the Ministry of Production  and  Labor and amendments, or its superseding regulation, and which have a “MiPyME” certificate (meaning, therefore, that they are registered in the Registry of MSME Companies overseen by the applicable enforcement authority under Law No. 24,467).

To access the CNV PyME regime, MSMEs must submit to the CNV their MiPyme certificate as granted by the current Secretariat of Small and Medium-Sized Enterprises and Entrepreneurs of the Ministry of Productive Development. CNV SME issuers must publish, through the Financial Information Reporting System (“AIF,” after its Spanish acronym), the renewal of the MiPyMe certificate. Issuers must immediately report any non-renewal of the certificate or cancellation of the registration to the CNV through the AIF, at which time they will automatically be disqualified from making new issuances within the present regime.

On the other hand, the Resolution establishes that civil associations may issue negotiable securities under the CNV PyME regime, but without having to meet the MiPyME certificate requirement. To this end, they will have to comply with the required billing criteria established by the Secretariat of Small and Medium-Sized Enterprises and Entrepreneurs so as to be equated to these companies. In that case, CNV-authorized surety entities will be responsible for evaluating and controlling compliance with this provision in the event that these entities issue guaranteed negotiable securities. Otherwise, the control will be carried out by the CNV.

In addition, the Resolution has established different maximum amounts in circulation for each regime, “CNV PyME” and “CNV-guaranteed PyME.” The maximum amounts authorized are ARS 1,500,000,000 for the CNV PyME regime (previously ARS 900,000,000) and ARS 800,000,000 for the CNV-guaranteed PyME regime (previously ARS 500,000,000).

Lastly, issuers under the CNV-guaranteed PyME regime may waive the audit requirement (individual or plural) when provided for in the Bylaws.