CNV Interpretive Criterion No. 100: Oversight Fee and Foreign VASPs Establishing Operations in Argentina

CNV Interpretive Criterion No. 100: Oversight Fee and Foreign VASPs Establishing Operations in Argentina

The CNV clarified that local entities continuing the activity of a foreign VASP will not be required to pay the 2025 fee again, provided the original entity had already paid it.

On October 22, 2025, Argentina's National Securities Commission (CNV) issued Interpretive Criterion No. 100 (CRI 100), addressing the payment of the oversight and control fee by foreign Virtual Asset Service Providers (VASPs) that choose to establish operations in Argentina. The ruling falls under Article 8 of Section IV, Chapter XV, Title XVIII of the CNV Rules (as amended, N.T. 2013), as drafted by GR No. 1086/2025.

The issue may seem minor when viewed in isolation: it concerns whether a double fee payment is required when a foreign company registered as a VASP incorporates a local entity to continue the same activity. But CRI 100 is better read in the broader context of the foreign VASP establishment process mandated by GR 1058, and the successive interpretive criteria the CNV issued throughout 2025 to address the practical challenges of that transition.

Background: GR 1058 and the Establishment of Foreign VASPs

General Resolution No. 1058, published on March 14, 2025, established the regulatory framework for VASPs in compliance with Law 27,739. Among its provisions, the regulation requires foreign legal entities operating as VASPs in Argentina to register under Article 118 of the General Companies Law 19,550 (branch, establishment, or permanent representation) or, alternatively, to incorporate a local entity under Article 123 of the same law.

The deadline for compliance was September 1, 2025. Foreign VASPs opting to incorporate an Argentine company had to apply for registration of the new entity in the VASP Registry before that date. The local entity must be organized as an S.A. (corporation) or S.R.L. (limited liability company) — SAS entities were expressly excluded as valid vehicles for VASP operations.

In parallel, GR 1086 (September 2025) amended the annual oversight and control fee payment schedule. The new text of Article 8 provided that VASPs whose registration had not been cancelled as of October 15, 2025, were required to pay the 2025 fee between November 3 and 7 of that year. For those registered after October 15, the deadline is five business days from obtaining registration.

The Problem CRI 100 Resolves

The combination of these rules created a concrete problem. Consider a foreign-incorporated VASP, registered in the Registry with active registration as of October 15, 2025. That VASP is required to pay the 2025 fee between November 3 and 7. However, if that same entity decided to incorporate an Argentine company (under Article 123 of the Companies Law) to continue its activity, the local entity must in turn register in the Registry. If that registration occurs after October 15, the literal text of Article 8 requires it to pay the fee within five business days of obtaining registration.

The result: the same activity, carried on by what is substantively the same economic group, would be subject to a double fee payment in the same fiscal year. The CNV determined that this duplication is not justified when the local entity continues the foreign VASP's activity.

Content of CRI 100

The interpretive criterion establishes the following: when a foreign company registered as a VASP opts to conduct the activity through a locally incorporated entity (pursuant to GR 1058), and the latter registers in the Registry after October 15, 2025, the annual 2025 fee shall not be required again from the local entity, provided that the foreign company has paid the fee corresponding to the 2025 fiscal year.

The payment made by the foreign VASP is considered validly extended to the local entity continuing the activity, but with a precise temporal limit: this rule applies solely for the 2025 fiscal year. From the 2026 fiscal year onward, the local entity is subject to the general individual annual payment regime.

Conditions for Application

Three cumulative conditions must be met for the double-payment exemption to apply:

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  First conditionThe foreign company must have been registered in the VASP Registry as of October 15, 2025 (otherwise, there would be no prior payment obligation to extend).

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  Second conditionThe foreign company must have actually paid the 2025 fiscal year fee (merely being obligated to pay is not sufficient).

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  Third conditionThe local entity must be incorporated to continue the VASP activity previously conducted by the foreign entity, as provided under GR 1058.

The CNV did not specify in CRI 100 what documentation the local entity must submit to demonstrate these conditions. In practice, it is reasonable to assume that verification will be conducted through the Registry itself.

CRI 100 within the VASP Regulatory Sequence

This interpretive criterion is the third the CNV issued specifically on the VASP regime within a few months. CRI 96 (July 2025) addressed minimum net worth requirements, mandating that share capital be fully paid in at the time of registration. CRI 97 (September 2025) specified corporate purpose requirements, establishing that Argentine companies must expressly include VASP activity in their corporate purpose.

The accumulation of interpretive criteria reflects a dynamic typical of a new regulatory process. GR 1058 outlined the general framework, but the operational details of the transition required clarifications that the original regulation did not contain. The CRIs have been filling those gaps as they arose.

Practical Takeaways for Foreign VASPs

For a foreign-incorporated VASP in the process of establishing operations in Argentina, CRI 100 eliminates a duplicated cost during the transition year. The signal is positive: the CNV avoids imposing an unjustified additional economic burden during the local formalization process. But the window is narrow. It applies only to the 2025 fiscal year, and from 2026 onward the local entity pays like any other registered VASP.

There is an implicit issue worth keeping in mind. CRI 100 rests on the premise that the foreign entity has already paid the 2025 fee. If it has not, the exemption does not apply and the local entity must pay the fee within five business days of its registration.

CRI 100 also says nothing about what happens with the foreign entity's registration once the local entity is registered as its successor. In principle, if the activity is carried on entirely through the local entity, the foreign entity's registration should be cancelled to avoid duplication in the Registry.

Conclusion

CRI 100 resolves a specific transitional issue: preventing the foreign VASP establishment process from generating a double oversight fee payment in the 2025 fiscal year. The criterion is reasonable and consistent with the CNV's stated objective of facilitating the sector's formalization without imposing unnecessary obstacles. As with other aspects of the VASP regime, the operational procedures for verifying the conditions CRI 100 requires remain to be defined.

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.