02 Ene 26 New Regulatory Simplification Measures in the Capital Markets

Martín Chindamo y Tomás Mingrone

By means of Resolution No. 1,100, 1,1001 and 1,102 ((hereinafter, “Resolution No. 1,100”, “Resolution No. 1,101” and “Resolution No. 1,102”, and collectively, the “Resolutions”) published in the Official Gazette of the Argentine Republic on December 31, 2025, the National Securities Commission (hereinafter, the «CNV«, by its acronym in Spanish) introduced a set of measures aimed at simplifying procedures, relaxing formal requirements, and enhancing regulatory predictability within the Argentine capital markets framework. These measures primarily affect the primary placement regime, the withdrawal and cancellation of public offerings, Tender Offers, and the operational structure of certain market participants.

First, through Resolution No. 1,100, the CNV introduced relevant amendments to the primary placement regime, by extending applicable deadlines and reducing formal requirements related to transaction documentation. In particular, the deadline for filing with the CNV placement agreements, underwriting agreements, purchase agreements or other equivalent instruments used in the market has been extended. Previously, such documentation had to be submitted within five business days from the placement date; pursuant to Resolution No. 1,100, this period has now been extended to ten business days.

Additionally, Resolution No. 1,100 adopts a more flexible approach regarding translations and legalizations of foreign documentation, eliminating the requirement for their immediate submission. While the obligation to translate and legalize the documentation is not eliminated, it ceases to operate as an automatic and prior requirement, remaining subject instead to a subsequent request by the CNV, in the exercise of its supervisory powers.

Secondly, Resolution No. 1,101 provides for a comprehensive reform of the regime governing the withdrawal of public offerings, cancellations, Tender Offers, and irrevocable capital contributions. Among the most relevant changes, the resolution establishes an orderly procedure with clearly defined deadlines for the voluntary withdrawal from the public offering regime, which must now be published within five calendar days following the CNV’s approval.

Furthermore, an express case of automatic cancellation is introduced: if six calendar months elapse from the extinction of the securities without an active primary placement or an authorized program, the CNV may cancel the public offering ex officio. Resolution No. 1,101 also organizes and consolidates the rules applicable to Tender Offers and irrevocable contributions, systematizing provisions that were previously scattered across the regulatory framework.

Finally, Resolution No. 1,102 introduces new provisions allowing Trading Agents to apply for additional registration as Management Companies, under the category of Agents for the Management of Collective Investment Products of Mutual Funds, thereby expanding their operational scope under a regulated framework.