30 Oct 25 Evolution of tokenization in the Argentine capital market

By Martín Chindamo, Tomás Mingrone and Alejo García Ribes

By means of General Resolutions No. 1060, No. 1069, No. 1081 and No. 1087, the Argentine Exchange Commission (the «CNV«, by its acronym in Spanish) has gradually implemented a new and innovative framework for the tokenization of securities.

The implementation of this framework responds primarily to the growing digitalization of capital and financial markets around the world, creating new opportunities to optimize the issuance, trading, settlement, and custody of securities.

As stated by CNV authorities, this innovative regulatory framework, beyond governing activity within the scope of public offerings, aims to provide greater legal certainty, technological validation, product dynamism, and to promote financial inclusion, helping position Argentina as a regional hub for digital finance.

Likewise, the tokenization initiative led by the CNV opened a concrete pathway for companies in the fintech ecosystem to integrate with the Argentine capital market, particularly for those whose business vertical involves virtual assets.

In this way, establishing a specific regulatory framework for digital representation seeks to foster the expansion of the capital market into less traditional ecosystems, such as platforms and/or mobile applications operated by virtual asset service providers (the “VASP”).

I) Call for Public Consultation.

In April 2025, by means of Resolution No. 1060, the CNV launched a public consultation with the aim of introducing a specific tokenization regime applicable to the digital representation of securities within the public offering, contemplating its implementation in a controlled regulatory environment (sandbox) for an initial term of one year.

The digital representation proposed by the CNV in that consultation sought to enable the full or partial digital representation of shares, notes, participation certificates of financial trusts (“Financial Trusts”), and shares of closed-end credit mutual funds (“Closed-End Mutual Funds”).

According to the draft submitted for consultation, these instruments could be traded through VASP. This CNV proposal represented a breakthrough, as it introduced the possibility for certain fintech companies to participate in the local capital market through the digital representation of securities, thereby allowing VASP registered with the CNV, to market such instruments on their platforms and/or mobile applications, bridging the infrastructure of the crypto-asset world with the capital markets.

II) Initial Implementation. Tokenization of Trust Securities and Closed-End Fund Units.

After launching the draft for public consultation, the CNV, by means Resolution No. 1069, approved regulations for the tokenization regime applicable to trust securities of Financial Trusts and units of Closed-End Mutual Funds with a public offering.

Consequently, the tokenization of these securities involves converting the representation of ownership rights over an asset into a cryptographic “token,” which can be transferred, fractionalized, and recorded immediately.

For these trust securities and shares units to be eligible for tokenization, their underlying portfolios must consist of real-world assets or other eligible assets, provided they are not securities traded on authorized markets in Argentina. The assessment and potential inclusion of other types of securities is deferred to a later stage.

In other words, the security itself already exists in the real world and is then digitized to facilitate its distribution and commercialization in the market.

The CNV likewise established a regulatory framework setting clear, specific rules for the digital representation of securities through “Distributed Ledger Technologies” (DLT) or similar technologies, creating an additional form of representing securities alongside those already in place.

III) Inclusion of Other Instruments.

On August 20, 2025, by means of Resolution No. 1081, the CNV approved the second stage of the securities tokenization regime which, among its key points:

(i)         Expands the instruments eligible for digital representation by incorporating shares (including dual-listed shares), notes and CEDEARs, ensuring functional equivalence with the traditional physical form, meaning they retain the same validity and functionality for regulatory purposes;

(ii)         Brings VASP – when involved in digital representation – within the scope of depositors before the Central Securities Depository Agent, establishing custody rules for traditionally represented securities;

(iii)        Enables Settlement and Clearing Agents to act as potential registered holders of digitally represented securities;

(iv)       Recognizes the investor’s right to request, at any time, the replacement of digital representation with traditional forms, while ensuring the continuity and traceability of the registry during conversion; and

(v)        Allows tokenization for securities falling under the automatic authorization regimes for frequent issuers provided in the current regulations.

Additionally, the CNV determined that the implementation of the tokenization regime will take place within a regulatory sandbox framework valid for one year, allowing issuances under this scheme until August 21, 2026. This sandbox will apply to the provisions of Resolutions No. 1069, No. 1081, and No. 1087, with the CNV reserving the right to extend, amend, or terminate the regime based on the results observed during the testing period.

IV) Authorization of Special Regimes.

Finally, on October 22, 2025, by means of Resolution No. 1087, the CNV expanded the eligibility of digital representation by incorporating the following securities, provided they fall within the automatic public offering regimes for medium-impact:

(i)         shares;

(ii)         notes;

(iii)        trust securities of Financial Trusts with a public offering; and

(iv)       units of Closed-End Credit Mutual Funds with a public offering.

Furthermore, the CNV established that listing on authorized markets will not be required when 100% of the issuance is digitally represented. This exemption applies to all instruments that, under current regulations, must be listed, regardless of whether or not they benefit from automatic public offering authorization.

V) Conclusions.

The CNV has designed a gradual tokenization regime equivalent to traditional forms, aimed at expanding the methods for issuing and distributing securities. Its implementation, through a regulatory sandbox for a fixed term, will make it possible to assess results and refine the regulatory sandbox before its definitive consolidation, while preserving traceability and disclosure obligations.

In summary, the CNV’s initiative through this regime appears promising, though not without challenges: greater efficiency, broader distribution channels, and new opportunities, enabling operations through authorized platforms with the option to revert to traditional formats. The key challenge will be to harmonize clear standards with effective auditing and cybersecurity measures to ensure the growth of securities tokenization with safety, transparency, and predictability.