Moving Forward with Tokenization of Tradable Securities

On April 10, 2025, the Argentine Securities Commission (CNV) issued Resolution 1060/2025, opening for public consultation a draft regulation that would introduce a specific regime for digital representation of tradable securities through distributed ledger technologies (DLT). Through this resolution, the CNV envisions a one-year regulatory sandbox to assess the implementation of the regime in a controlled environment.

The proposal, under certain conditions, would allow digital representation or “tokenization” of traditional financial instruments such as common shares, corporate bonds, units of closed-end mutual funds, CEDEARs (Argentine certificates of deposit), and participation certificates of publicly offered financial trusts. The Resolution envisages the initial digital representation of such marketable securities, which, in addition to requiring a traditional issuance (i.e., card or scriptural issuance and deposit with a central securities depository agent), would allow marketable securities to be fully tokenized. Provisions are also made for the subsequent digital representation of marketable securities involving the tokenization of marketable securities previously issued in non-digital format.

The Resolution establishes that the representation would not imply creating a new negotiable security, but rather it would be a new way of representing it. Therefore, it would not require a differential public offering authorization in addition to the typically required public offering authorization. However, it will not be possible to digitally represent marketable securities whose public offering had been requested under any of the special regimes of public offering with automatic authorization.

The Resolution establishes that these tokenized marketable securities would have functional equivalence to typical marketable securities, and their digital representation would have to follow the principle of technological neutrality.

The custody, trading, and administration of these tokenized marketable securities would only be exercised by virtual asset service providers (VASPs) registered in the VASP Registry authorized by the CNV. The Resolution clarifies that it is not necessary for those technology service providers (e.g., software services related to tokenization) that do not carry out activities that require them to register as VASPs to register as VASPs to provide these technology services.

The Resolution states that digital representation would not confer ownership rights, voting rights, or any direct governance control over the marketable securities. These would only be exercised by the registered holder, notwithstanding that the intervening VASP(s) should establish suitable mechanisms for prior consultation with the holders of the digitally-represented marketable securities, to exercise the rights provided for in the marketable security.

Finally, the Resolution would include the standards of security, transparency and integrity in recordkeeping—which the CNV traditionally requires—thus enforcing strict compliance with anti-money laundering obligations.