27 Ene 26 Updates on Public Offerings and Real Estate Financial Trusts

Martín Chindamo y Tomás Mingrone

By means of Resolution No. 1,104 and 1,105 (hereinafter, “Resolution No. 1,104” and “Resolution No. 1,105”) published in the Official Gazette of the Argentine Republic on January 22, 2026, the National Securities Commission (hereinafter, the «CNV«, by its acronym in Spanish) (i) submitted for public consultation a draft regulation related to the procedure for changing the public offering regime, and (ii) enacted a regulatory flexibility applicable to certain global programs of financial trusts linked to the financing of real estate activities and/or whose underlying assets consist of mortgage-related assets, in both cases with the aim of simplifying procedures, easing formal requirements, and facilitating access to the capital markets.

1. Procedure for Changing the Public Offering Regime.

By means of Resolution No. 1,104, the CNV submits for public consultation a draft regulation proposing the incorporation of a specific procedure for changing the public offering regime, applicable to issuers of shares and notes subject to the general public offering regime or the CNV Small and Medium-Sized Enterprises (SME) regime.

In general terms, the draft provides that issuers may request a change to any of the regimes established by the CNV, provided that they meet the requirements of the special regime they seek to join. Once the application has been submitted and compliance with the applicable formal and regulatory requirements has been evidenced —including, where applicable, the execution of a public tender offer— the CNV will approve the change of regime by limiting its review to formal and regulatory compliance, without issuing any opinion on the economic adequacy of the offered price.

2. Flexibilization of the Regime Applicable to Real Estate Financial Trusts.

For its part, Resolution No. 1,105 introduces a flexibilization of the regime applicable to global programs of financial trusts, by exempting them from the requirement to identify the settlors at the time of their constitution, provided that such programs are intended for the financing of real estate activities and/or are constituted for the purpose of transferring assets such as mortgages, divisible mortgages, mortgage notes, mortgage loans and/or similar instruments.

In these cases, the identification of the settlors must be carried out only at the time of the constitution of each individual financial trust, thereby eliminating a requirement deemed unnecessary at early stages of structuring.