CNV General Resolution 1142/2026: a new regime for CEDEARs, CEVAs and CEVA ETPs

The Argentine Securities Commission ("CNV") issued General Resolution 1142/2026, published in the Official Gazette on June 1, 2026, amending Chapter VIII of Title II of the CNV Rules (2013 consolidated text, as amended) on the CEDEAR and CEVA regime.

The rule is part of the modernization of the Argentine capital markets and has a clear aim: to update the regime for certificates representing securities, order the rules applicable to CEDEARs and CEVAs, and enable the creation of CEVA ETPs, a new local passive-management exchange-traded product structure.

In practical terms, GR CNV 1142/2026 is relevant for issuers, banks, financial trustees, mutual fund managers, settlement and clearing agents (ALyC), markets, depositaries, custodians, participating agents and prospective investors, especially against a backdrop of growing demand for diversified investment instruments tradable on the local market.

What CNV General Resolution 1142/2026 regulates

GR CNV 1142/2026 replaces Sections II, III and IV of Chapter VIII of Title II of the CNV Rules and adds new sections plus an Annex I setting minimum requirements for CEDEAR and CEVA prospectuses or prospectus supplements.

The reform regulates, among other matters:

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  Common provisions applicable to CEDEARs and CEVAs.
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  Parties authorized to issue CEDEARs and CEVAs.
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  Requirements for the underlying assets.
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  Deposit, custody and asset segregation rules.
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  Exchange, settlement and cancellation of certificates.
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  Specific CEDEAR regime.
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  Specific CEVA regime.
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  Introduction of the CEVA ETP as a local passive-management vehicle.
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  Rules on authorized participants and market makers.
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  Minimum information required in prospectuses.
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  ADR regime.
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  Cancellation by the regulator and issuer liability.

The rule took effect the day after its publication in the Official Gazette.

CEDEAR, CEVA and CEVA ETP: conceptual differences

GR CNV 1142/2026 orders three figures that, while related, follow distinct legal and economic logics.

CEDEARs are certificates representing securities issued abroad. They let local investors indirectly trade foreign assets on authorized markets in Argentina.

CEVAs are certificates of Argentine securities. They represent a plurality of securities issued by domestic residents, deposited with an authorized entity, allowing their indirect trading on authorized markets.

CEVA ETPs are a central regulatory novelty of GR 1142. Under this regime, the CEVA can act as a local vehicle suitable for creating passive-management exchange-traded products, that is, instruments designed to replicate the behavior of a stock index, financial index or basket of assets.

The relevant difference is that the CEVA ETP is not presented as a mutual fund, but as a certificate backed by underlying securities, with its own rules on issuance, trading, custody, transparency and cancellation.

Parties authorized to issue CEDEARs and CEVAs

CNV General Resolution 1142/2026 restricts the parties authorized to issue CEDEARs or CEVAs to certain entities with sufficient supervision and experience in managing or holding third-party assets.

The following may issue CEDEARs or CEVAs:

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  Commercial banks authorized by the BCRA.Registered with the CNV as ALyC or Depositary Company, or subject to the public offering regime.
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  Financial trustees registered with the CNV.Subject to certain additional experience and volume requirements where not covered by the previous case.
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  Mutual fund managers.Provided they meet certain thresholds of assets under management and net worth.
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  Collective deposit agents for securities.Although only for the issuance of CEDEARs.

This point matters because the CNV does not open the regime to any commercial company. The issuance of these instruments is confined to regulated parties with the infrastructure, net worth and operating experience of the capital markets.

Passive management as a structural principle

One of the core definitions of GR CNV 1142/2026 is that the management of CEDEARs and CEVAs must be passive.

For CEVA ETPs, this means the instrument must replicate the behavior of a stock index, financial index or basket of assets. Replication may be physical, synthetic or mixed, provided the prospectus adequately describes the methodology, risks and operating mechanism.

The CNV thus brings in logic similar to that of international exchange-traded products, but adapted to the local legal regime. The aim is not to enable actively managed vehicles in CEVA form, but to allow replication instruments that grant diversified, traceable and transparent exposure to certain assets or indices.

CEDEARs representing ETFs

GR CNV 1142/2026 also adds specific rules for CEDEARs representing ETFs.

The rule allows applying for the public offering of CEDEARs that represent ETFs passively replicating widely followed indices referring to shares, virtual assets or commodities. To evidence passive management, the issuer must submit information on the index composition and operating conditions showing that the underlying vehicle's objective is passive replication.

This point is especially relevant for the local market because it reinforces the possibility of indirect exposure to international products, but under a documentation, custody and information regime supervised by the CNV. Where the underlying involves virtual assets, the analysis connects with the PSAV regime before the CNV and with the tokenization of securities.

CEVA ETP: the new local exchange-traded product

The most important novelty of CNV General Resolution 1142/2026 is the ability to create CEVA ETPs.

The CEVA ETP is a passive-management CEVA that replicates an index or basket of assets. Its purpose is to allow, under local regulation, investment structures tradable on the secondary market that operate similarly to international exchange-traded products.

The CEVA ETP must expressly identify the relevant benchmark index. It also may not be composed of units of FCIA ETFs, CEVA ETPs or CEDEARs. This prohibition avoids "fund of funds" structures or successive layers of indirect exposure that could undermine the product's transparency and increase replication risk, costs or deviations from the underlying asset.

The rule does, however, allow a temporary investment of up to 5% of the CEVA's net worth in units of money market funds, providing some operating room for liquidity management.

Underlying requirements and sufficient liquidity

The underlying securities represented by a CEVA must have a public offering authorization in Argentina. In addition, the issuer must verify that those securities have sufficient liquidity to allow the creation and cancellation of the CEVA.

The rule deems liquidity sufficient when the securities can be valued daily at verifiable market prices and sold, under normal market conditions, within a maximum of three business days without significantly affecting their value.

This criterion matters because the success of a replication product depends largely on the quality, liquidity and valuation of its underlying basket. Without sufficient liquidity, the arbitrage between the certificate's price and the value of the underlying assets can deteriorate, generating deviations, wide spreads and risks for the investor.

Benchmark indices and methodological transparency

Where a CEVA uses benchmark indices, GR CNV 1142/2026 requires sufficient and verifiable information on their calculation methodology.

The index must rest on predetermined rules and objective asset-selection criteria. Its performance must be publicly available, free, widely disseminated and easily accessible to investors.

In addition, if the index provider is a related party of the issuer or its controlling group, conflict-of-interest mitigation mechanisms must be provided for and disclosed.

The rule also requires disclosing metrics that allow comparing the CEVA's trajectory with that of the represented index, in order to detect tracking error. This obligation is consistent with the logic of passive-management products: the instrument's price alone is not enough for the investor, who also needs to gauge its degree of fidelity to the index or basket it seeks to replicate.

Leveraged or inverse CEVAs: restricted to qualified investors

GR CNV 1142/2026 adopts a prudential rule regarding CEVAs that replicate multiples of indices, inverse indices or multiples of inverse indices.

As a general rule, no CEVA ETP may be created that replicates multiples of other indices, the inverse of those indices or multiples of their inverse. The prohibition does not apply where the instrument is intended exclusively for Qualified Investors, a circumstance that must be expressly stated in the prospectus.

This distinction is reasonable from a regulatory standpoint. Leveraged or inverse products are more complex, more volatile, can produce counterintuitive results for retail investors and require a sophisticated understanding of rebalancing, volatility and time-horizon effects.

Daily disclosure and indicative net asset value

GR 1142 significantly reinforces transparency obligations.

The CEVA issuer must publish daily, before the start of the trading session, the detailed composition of the basket of securities making up the CEVA, expressed per unit. It must also publish the applicable settlement or cancellation value where the nature of the underlying allows.

It must likewise disclose in real time, on its website and on that of the market where it trades, information on portfolio composition, the basket applicable to the creation and cancellation of units, indicative net asset value, prices, traded volumes, historical deviations and events that may affect the issuer, the custodian, the depositary, the market maker or the underlying securities.

These requirements are central to efficient price formation. In passively replicating exchange-traded products, daily transparency of the portfolio and indicative value lets authorized participants, market makers and investors compare the certificate's market price with the economic value of the assets backing it.

Authorized participants and market makers

GR CNV 1142/2026 adds two figures relevant to how CEVAs work: Authorized Participants and Market Makers.

Authorized Participants are full-service or proprietary ALyC authorized to request the creation and cancellation of CEVAs. Their main role is to facilitate arbitrage between the CEVA's market price and the value of its underlying portfolio.

Market Makers, in turn, contribute to the CEVA's liquidity and to the proper functioning of secondary trading.

The rule allows a single party to act simultaneously as Authorized Participant and Market Maker, provided it meets the applicable requirements. They need not be identified in the prospectus from the outset, but once defined, or upon any subsequent change, the relevant role and responsibilities must be reported through the AIF as a material event.

Securities lending in CEVAs

GR 1142 allows the CEVA issuer to lend the securities making up the underlying portfolio, provided this power is expressly contemplated in the prospectus.

The returns generated by that activity must be applied to reduce the vehicle's costs or to increase the CEVA's value for the benefit of its holders. In addition, the prospectus must set limits, collateral requirements, eligible counterparties, mitigation measures, risks to the index replication and policies for immediate return of the lent securities.

The rule sets a relevant quantitative limit: the total value of the securities subject to lending may not exceed 30% of the CEVA's net worth.

This regime seeks to balance two objectives. On one hand, it allows generating economic efficiencies or additional income for the vehicle. On the other, it imposes restrictions to prevent securities lending from altering the product's passive nature, generating excessive counterparty risk or compromising the availability of the underlying assets.

Custody, asset segregation and issuer liability

GR CNV 1142/2026 reinforces the deposit, custody and asset segregation rules.

For CEVAs, the underlying securities must be deposited, where applicable, with a collective deposit agent for securities or a custody, registration and payment agent, through an authorized depositor.

The underlying securities must be segregated per CEVA and from the issuer's own assets. In addition, the issuer must keep internal records that allow identifying at all times, clearly and currently, the link between each CEVA issued and the securities backing it.

For accounting purposes, the underlying securities will not form part of the issuer's assets nor count toward its net worth, but must be recorded in memorandum accounts and notes to the financial statements.

Failure to meet the registration and segregation obligations will make the issuer jointly and severally liable for any harm caused to CEVA holders, without prejudice to applicable regulatory sanctions.

Prospectus: warnings and minimum content

The Resolution adds an Annex I with minimum requirements for the CEDEAR and CEVA prospectus or prospectus supplement.

The prospectus must be structured clearly, completely and in an easy-to-understand manner, including information on the issuer, the instrument, the underlying asset, risks, costs, expenses, tax regime, economic rights, valuation methodology, creation and cancellation mechanisms, authorized participants, market makers and risk factors.

The rule also requires specific warnings about the asset separation between the underlying securities and the certificate holder. In particular, it warns that, in certain cases such as asset commingling, it cannot be ruled out that a bankruptcy court may characterize the relationship as personal or credit-based in nature, with the resulting risk that the investor is treated as an unsecured creditor.

This point is legally relevant. The CNV does not merely regulate the instrument's operation but requires making explicit the insolvency and asset-structure risks that could affect the investor's effective protection.

ADR regime

GR CNV 1142/2026 also adds a section on custody deposit certificates or American Depositary Receipts ("ADR").

Entities authorized by the CNV to publicly offer their securities that wish to trade ADRs must meet certain requirements before the CNV, including submitting the minutes that approved the filing before the foreign supervisor, identifying the depositary and custodian bank, information on whether it is a sponsored program, the documentation filed with the foreign supervisor and the system for exercising political and economic rights.

The rule also regulates the depositary bank's divergent vote, setting requirements for identifying voting instructions and keeping adequate records.

Cancellation by the regulator and issuer liability

CNV General Resolution 1142/2026 provides that, if six calendar months pass during which a CEDEAR or CEVA is subject to a cause for cancellation or liquidation under its terms and conditions, and the issuer fails to take steps to regularize or cancel it, the CNV may order cancellation on its own motion.

In that case, the issuer will be exclusively and fully liable to the holders of the CEDEAR or CEVA and may not invoke the cancellation ordered by the CNV as a defense or mitigating factor.

In addition, it must redeem all outstanding certificates within a maximum of thirty business days, after notice through the AIF and with an indication of the liquidation procedure, choosing the mechanism most favorable to the investor.

Practical impact of GR CNV 1142/2026

From a practical standpoint, GR CNV 1142/2026 has impact on several levels.

For issuers and structurers, it opens the possibility of designing local passive-management exchange-traded products through CEVA ETPs, but requires a robust documentary, operating and custody architecture.

For banks, financial trustees and mutual fund managers, the rule defines the universe of parties authorized to issue these instruments and requires technical, capital and regulatory standards consistent with managing third-party assets.

For ALyC, the Authorized Participant figure creates a relevant role in the creation and cancellation of units, as well as in arbitrage between market price and underlying portfolio value.

For markets, the rule requires setting trading, information, dispute-resolution, sufficient-underlying-liquidity and daily critical-disclosure rules.

For investors, GR 1142 may broaden the universe of available instruments, especially through passive-replication products and diversified exposure, while also requiring close attention to risks of liquidity, tracking error, counterparty, asset structure, cancellation, tax regime and possible deviations between market price and net asset value.

Frequently asked questions about CNV General Resolution 1142/2026

What is CNV General Resolution 1142/2026?

It is the rule by which the CNV reformed the CEDEAR and CEVA regime and added the ability to create CEVA ETPs, local passive-management exchange-traded products.

What is a CEVA ETP?

It is a CEVA designed to passively replicate the behavior of a stock index, financial index or basket of assets. It works as a local exchange-traded product, but under the specific legal regime for CEVAs.

Does GR CNV 1142/2026 create local ETFs?

GR 1142 enables the creation of CEVA ETPs. In parallel, the CNV issued GR 1143/2026, which regulates FCIA ETFs. Together, both rules introduce local passive-management exchange-traded product structures.

Who may issue CEDEARs or CEVAs?

Certain commercial banks authorized by the BCRA, financial trustees registered with the CNV, mutual fund managers and, for CEDEARs, collective deposit agents for securities may issue CEDEARs or CEVAs, always under the requirements set by the rule.

Can CEVA ETPs invest in other CEVA ETPs, FCIA ETFs or CEDEARs?

No. The rule prohibits CEVAs created under this regime from being composed of units of FCIA ETFs, CEVA ETPs or CEDEARs. It only allows a limited temporary investment in money market funds for liquidity management.

Can CEVAs be leveraged or inverse?

As a general rule, no. CEVA ETPs that replicate multiples of indices, inverse indices or inverse multiples may only be intended exclusively for Qualified Investors.

What transparency obligations does GR 1142 impose?

The issuer must publish daily and, in certain cases, real-time information on portfolio composition, indicative net asset value, the basket applicable to creation and cancellation, prices, volumes, material events, deviations and risks of the instrument.

When did CNV General Resolution 1142/2026 take effect?

The rule took effect the day after its publication in the Official Gazette.

How Jarsun, Ferreira & Calvo helps

At Jarsun, Ferreira & Calvo we advise issuers, banks, financial trustees, fund managers and ALyC on the design of CEDEARs, CEVAs and CEVA ETPs: vehicle structure, prospectus and warnings, custody and segregation rules, benchmark indices, authorized participants and market makers. The regulatory picture of the fintech and digital-asset ecosystem is in our Fintech Regulation in Argentina guide, and building a local operation is covered in our Fintech Market Entry in Argentina service.

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