Argentina's CNV Regulatory Big Bang: Automatic Authorization for Shares, Negotiable Obligations, Trusts and Mutual Funds

Argentina's CNV Regulatory Big Bang: Automatic Authorization for Shares, Negotiable Obligations, Trusts and Mutual Funds

Six general resolutions (1132 through 1137) replace the prior approval system with a disclosure-based model, expand the qualified investor universe, and extend tokenization to all automatic regimes. Analysis of the broadest reform of Argentina's capital market in decades.

On Monday, May 4, the Official Gazette published six general resolutions of Argentina's National Securities Commission (CNV) that, together, represent the deepest modification of the country's capital market issuance regime in recent history. General Resolutions 1132 through 1137 replace the prior authorization model that had governed most financial instruments with an automatic authorization system, where the issuer submits the required information and obtains the authorization without going through an individual review process by the regulator.

The CNV itself called the package a "Regulatory Big Bang," evoking the deregulation of the London Stock Exchange in 1986. The chairman of the agency, Roberto E. Silva, explained that the underlying logic is to move from a scheme centered on ex ante approval to one based on ex post supervision and oversight, without giving up investor protection. The rules were submitted to public consultation for 15 business days (until May 27), after which the definitive implementation date will be defined.

The problem the reform seeks to solve

Until now, a company that wanted to issue negotiable obligations, place shares, structure a financial trust or constitute a mutual fund had to file a prospectus with the CNV and wait for the agency's approval. According to data from the regulator and the market, that process could take between two and four months. During that time, market conditions could change: interest rates rising or falling, liquidity windows closing, investors redirecting their positions. The result was an administrative bottleneck that, in many cases, caused issuers to lose financing opportunities or pushed Argentine issuers to place in foreign markets where timelines were shorter.

The reform does not eliminate the obligation to file prospectuses or reduce information standards. Issuers remain obliged to comply with the CNV's disclosure regime. What changes is the timing of control: instead of reviewing before authorizing, the CNV authorizes automatically and supervises afterwards. There will be no ex post approving reviews, but the agency's oversight and sanction powers remain fully intact.

RG 1132: shares and negotiable obligations with expanded automatic authorization

General Resolution 1132 is the core of the package. It creates the Public Offering Regime with Automatic Authorization for Expanded Medium Impact. Under this regime, issuing companies may place shares or negotiable obligations of up to 100 million UVA (equivalent to approximately ARS 190 billion or USD 138 million at the current exchange rate) without prior CNV review. The issuer files the prospectus and required information, and the public offering authorization is obtained automatically.

The 100 million UVA limit applies when the issuance is directed to the general public. If the placement is directed exclusively to qualified investors, the cap disappears: there is no amount limit. This distinction is consistent with the regulatory logic that the qualified investor has the sophistication needed to evaluate risk without the regulator's tutelage at the authorization stage.

The resolution also maintains the post-offering disclosure regime. Issuers must comply with the same transparency standards that govern the General Regime: filing of financial statements, material events, periodic information and any other obligation under Title II of the CNV Rules. The difference is not in what is reported but in when one accesses the market.

RG 1133: financial trusts with automatic authorization

Resolution 1133 replicates the logic of Resolution 1132 for financial trusts. It creates a Public Offering Regime with Automatic Authorization for Trust Negotiable Securities for Expanded Medium Impact, with the same conditions of amount and recipients. Trust debt securities and participation certificates issued under financial trusts may access public offering without prior review.

A relevant change is the redefinition of the concept of frequent issuer for trusts. Under the new rule, a frequent issuer is one who has issued five financial trusts in their history and at least two in the last year. For these issuers, the automatic authorization regime also applies. This particularly benefits recurring securitization vehicles (consumer credit trusts, invoice discounting, leasing), which are the most active issuers in the segment and those that suffered most from approval times.

RG 1134 and 1135: open and closed mutual funds

Resolutions 1134 and 1135 address the universe of mutual funds. Resolution 1134 provides that all constitution and modification procedures for Open-Ended Mutual Funds will have automatic authorization. This means that a management company that wants to launch a new open-ended fund (fixed income, equity, mixed or money market) no longer needs to wait for individual approval of the management regulations by the CNV. It files the documentation and the authorization is granted automatically. The same applies to modifications of existing funds.

Resolution 1135 extends automatic authorization to Closed-Ended Mutual Funds, including real estate funds, under two alternative conditions: that the fund is destined exclusively to qualified investors, or that the issuance amount does not exceed 100 million UVA. Closed-ended funds that do not meet either of those conditions (i.e., large funds directed at the general public) will continue to be subject to the prior authorization regime.

RG 1136: disclosure regime and supervision of agents

General Resolution 1136 complements the package with monitoring rules over settlement and clearing agents (ALyC). The core is the creation of a financial indicators disclosure regime that ALyCs must submit monthly to the CNV. This includes the detail of daily foreign currency holdings corresponding to their own portfolio. The logic is that, by moving from a prior approval model to one of subsequent supervision, the CNV needs more granular and timely monitoring tools over market players. The required information must be submitted through the Financial Information Highway (AIF) as a sworn statement, beginning with data from May 2026.

A minimum liquidity threshold is also incorporated for affected ALyCs, with a progressive adjustment timeline. If the agent does not regularize the noncompliance within the indicated period, it must abstain from operating until regularization, without prior notice. The measure reinforces the solvency of the ecosystem in a context where the volume of operations could grow significantly as a result of automatic authorizations.

RG 1137: extended tokenization and sandbox prorogation

The sixth resolution of the package is the one that connects the entire scheme with tokenization. Resolution 1137 extends the possibility of digitally representing securities to all instruments issued under any Automatic Authorization Regime, including the new Low Impact and Expanded Medium Impact regimes. It also prorogues the regulatory sandbox until December 31, 2027. For a detailed analysis of this resolution, see our specific note on the expansion of the tokenization regime published on the same date.

Expansion of the qualified investor universe

A cross-cutting change in several of the resolutions is the reduction of the patrimonial threshold required to access the qualified investor category. The cap drops from 350,000 UVA to 250,000 UVA. According to the CNV, the new threshold is aligned with standards in force in the United States and other comparable jurisdictions. The measure has a multiplier effect: by expanding the qualified investor base, the audience for which issuances without amount limit and with automatic authorization are available expands.

The context of the reform: the FAL and capital market demand

The magnitude of the reform must be read in the context of the current Argentine economic situation. The Labor Modernization Law (No. 27,802) created the Labor Assistance Fund (FAL), which will begin operating on June 1, 2026 and will require thousands of employers to channel resources into individual accounts administered by entities authorized by the CNV. The entry of those flows into the capital market requires an agile regulatory infrastructure capable of absorbing the creation of new funds and investment vehicles without each one being held up in months-long authorization procedures.

The combination of automatic authorization for mutual funds (open and closed), automatic authorization for trusts and negotiable obligations, and a tokenization regime that allows digital representation of all those instruments configures a regulatory platform prepared for a larger-scale capital market. If the Argentine economy continues the stabilization process and credit continues to expand (BCRA data show sustained growth of credit to the private sector since the second half of 2025), demand for financing instruments should grow proportionally, and the regulatory framework needs to be ready to accompany it.

Risks and counterpoints

The reform is not without tension. The shift from a prior authorization model to one of subsequent supervision transfers part of the assessment risk from the regulator to the investor. Under the previous regime, CNV approval functioned as a filter (imperfect, but a filter nonetheless) that required the agency to review the documentation before the instrument reached the market. With automatic authorization, that filter disappears. The issuer assumes responsibility for the accuracy of the information presented, and the investor (especially the retail investor) is exposed to instruments that did not go through prior regulatory review.

The CNV starts from the premise that investing always carries risks and that information standards remain intact. The regulator's position is that investor protection is guaranteed through transparency, not through delay in authorization. It is reasonable logic, but its success will depend on the CNV's actual capacity to exercise subsequent oversight in a timely and effective manner. Resolution 1136, with its reinforced disclosure regime for ALyCs, is a step in that direction, but the soundness of the model will be tested when the volume of issuances grows and the agency's resources are put to the test.

Practical takeaway

For issuers (corporate, trust, mutual fund management companies), the reform drastically reduces the time-to-market of any placement. A company that today decides to issue an ON of up to 100 million UVA will, once the new regime is in force, be able to access the market in days instead of months. For CFOs, this allows taking advantage of market windows that previously closed during the regulatory wait.

For settlement and clearing agents, Resolution 1136 requires immediate operational adaptation: implementing the financial indicators disclosure regime, monthly submitting foreign currency holdings via AIF, and verifying compliance with the minimum liquidity threshold according to the progressive adjustment timeline.

For investors, the practical recommendation is to strengthen one's own diligence. In an automatic authorization model, the prospectus becomes the central tool for risk evaluation. The fact that an instrument has public offering no longer implies that the CNV reviewed the documentation before placement. The responsibility for reading and understanding the prospectus rests more than ever on the investor.

The public consultation closes on May 27. For those operating in the Argentine capital market, participating in that instance is the way to influence the final configuration of the regime before it enters into force.

This note is for informational purposes only and does not constitute legal advice. For a specific analysis, please contact our team at contact@jfcattorneys.com.