17 Sep 26 The CNV Approves the Final FAL Regulations

Martín Chindamo y Tomás Mingrone

On September 16, 2026, the National Securities Commission (“CNV” for its acronym in Spanish) issued General Resolution No. 1167/2026 (the “Resolution”), approving the final regime applicable to Collective Investment Products for Labor Assistance Funds (“PIC FAL” for its acronym in Spanish), following the public consultation initiated through CNV General Resolution No. 1161.

The Resolution completes, within the capital markets sphere, the regulatory framework set forth by Law No. 27,802 (the “Labor Modernization Law”) and its implementing Decree No. 408/2026, establishing the rules governing the formation, operation, administration, investment, portability and transparency of PIC FAL. These vehicles may be structured as Open-End Mutual Funds (“FCIA FAL” for its acronym in Spanish) or publicly offered Financial Trusts (“FF FAL” for its acronym in Spanish), either for a single employer — or affiliated companies — or for multiple employers jointly. They will further benefit from automatic public offering authorization.

Eligible Entities.

Financial Trustees and mutual fund management companies (the “Fund Management Companies”) that meet the requirements set forth in the Resolution may act as Eligible Entities (“EH” for its acronym in Spanish).

For entities already registered with the CNV as of the effective date of the Resolution, it will be sufficient to hold at least one outstanding publicly offered financial trust (“FF” for its acronym in Spanish), in the case of Financial Trustees, or one outstanding mutual fund, in the case of Fund Management Companies. Entities that do not meet those conditions must hold at least five FF or mutual funds and an aggregate outstanding amount or assets under management equivalent to UVA 10,000,000.

In the case of Financial Trustees, these requirements do not apply where the EH is a financial institution, an entity controlled by a financial institution, or an entity controlled, directly or indirectly, by the National Government, a province or the City of Buenos Aires. Under the public consultation draft, the general standard was ten FF or mutual funds and aggregate assets under management equivalent to UVA 50,000,000.

Structure, Individual Accounts and FAL ID.

Each employer will hold an individual account, comprising its interest in the PIC FAL and the corresponding unitholder, participation certificate or customer account. Such account constitutes a separate estate, earmarked for a specific purpose, that is independent, non-transferable and not subject to attachment.

The EH must assign a FAL ID (“ID FAL” for its acronym in Spanish) linking the employer to the vehicle it selected, or to which it was assigned on a default basis, and will be responsible for reporting the corresponding activations and deactivations. Contributed funds will remain earmarked for the purposes set forth in the Labor Modernization Law and, except in the cases expressly permitted under that law, may not be redeemed, returned or used for any other purpose.

Investment Policy and Operations.

PIC FAL must invest exclusively in the assets permitted under Resolution No. 1276/2026 of the Ministry of Economy, and must comply with its diversification and liquidity limits. The Resolution also introduces relevant clarifications regarding the universe of eligible assets: it expressly clarifies that such assets include negotiable obligations issued by financial institutions controlled by the National Government, the provinces or the City of Buenos Aires, as well as debt securities comparable in nature to negotiable obligations, and that instruments whose return is denominated in UVAs are deemed to fall within the concept of CER capitalizable adjustment.

Transactions in negotiable securities must be carried out on authorized markets, through order-matching systems that ensure price-time priority, with settlement within twenty-four hours. Participation in primary placements is also permitted, provided no commission is charged for such participation — clarifications that were not included in the public consultation draft.

The Resolution likewise raised, from 5% to 10%, the thresholds that allow an exception to the prohibition on investing in securities issued by the unitholder or trustor employer itself: the employer’s interest in the total net assets of the PIC FAL must be equal to or lower than 10%, and the investment in the employer’s instruments may not, in turn, exceed 10% of the vehicle’s net assets. Under the draft submitted for consultation, both limits were set at 5%.

Default Assignment.

Where an employer fails to report a valid ID FAL, the CNV will assign it, on a default basis, to a PIC FAL selected from among those that have expressed their willingness to participate in the mechanism, following the chronological order in which the vehicles were formed.

Acceptance of the assignment is mandatory, except where there are duly substantiated objective reasons, which may not be based on commercial grounds. If the EH rejects an assignment, the CNV itself will make a new assignment to a different PIC FAL, and may exclude from the mechanism any vehicle that records repeated or unjustified rejections. This amends the scheme set out in the public consultation draft, under which a rejected employer was required to exercise portability on its own within a one-month period.

Portability.

Portability between PIC FAL managed by different EH remains subject to a minimum six-month interval and must be exercised during June or December, with the possibility of providing for up to thirty days’ prior notice. The transfer must be completed within ten business days of the request.

The Resolution adds greater flexibility where both vehicles are managed by the same EH, allowing the fund’s regulations or the trust agreement to freely determine the timing and conditions for exercising portability. In addition, if the EH decides to liquidate a PIC FAL, it must give notice at least three months in advance, and employers will be entitled to exercise portability.

Participation of Other Agents and Delegation of Functions.

The final regulations expressly expand the range of parties that may take part in the scheme. Fund Management Companies, Settlement and Clearing Agents (“ALyC” for its acronym in Spanish), Trading Agents (“AN” for its acronym in Spanish) and Global Investment Advisory Agents may act as investment advisors, while Distribution and Placement Agents, Integral Placement and Distribution Agents, ALyC, AN and Producer Agents may take part in the placement and distribution of PIC FAL.

The delegation of operational tasks related to the operational flow of the PIC FAL is also permitted, although such delegation neither limits nor displaces the EH’s liability. The draft submitted for consultation contemplated, in a more limited manner, the involvement of ACD and ACDI in the placement and distribution of FCIA FAL.

Cap on Fees, Commissions and Expenses.

The overall, all-inclusive annual cap of 1% of assets under management is maintained, covering the fees payable to the EH and to any other parties whose involvement is necessary for the structuring and operation of the PIC FAL, including VAT where applicable and the fees associated with advisory and placement services.

The Resolution further clarifies that transactional commissions and expenses directly related to investment transactions, CNV supervision and control fees, and extraordinary expenses — such as legal contingencies or the judicial recovery of defaulted assets — are excluded from the computation of the 1% cap.

FAL Factsheet and Transparency.

The Resolution introduces the “FAL Factsheet”, an obligation that was not contemplated in the public consultation draft. For each PIC FAL, the EH must publish on its website, on a monthly basis and within the first ten business days of each month, updated information on the vehicle’s objective and investment policy, net assets, portfolio composition and main holdings, risk rating where applicable, and historical performance net of fees.

Agents distributing PIC FAL must, in addition, include in their distribution channels a link to the FAL Factsheet published by the EH.

Specific Rules for FF FAL.

FF FAL may only issue participation certificates, with no need to set a maximum issuance amount and with no obligation to prepare a prospectus, prospectus supplement or other offering document.

It is further maintained that FF FAL will not be subject to the ordinary primary placement mechanism, to listing and trading on authorized markets, or to the requirement to evidence placement efforts.