Raising capital in Argentina: CNV public offerings, ONs and the SME regime

Key rules

The map: which route fits

A. The Capital Markets Law 26.831

1. What is a public offer. Any invitation to persons in general, or to sectors or groups, to carry out any legal act with securities, made by issuers, holders or securities dealers, by any means including "medios electrónicos incluyendo el uso de correo electrónico y redes sociales" (art. 2, definition of "Oferta pública"). "Valores negociables" (securities) covers shares, ONs, mutual fund units, financial trust securities and "cualquier valor o contrato de inversión o derechos de crédito homogéneos y fungibles, emitidos o agrupados en serie" (art. 2). The definition is broad on purpose; a token or an investment contract can be a security.
2. Who may offer. Issuers, and agents registered and authorised by the CNV (art. 82, second paragraph). To act as an agent you need CNV authorisation and registration (art. 47).
3. Private offers. The CNV may set the cases in which an offer is private, considering the means of distribution and the number and type of investors (art. 82, third paragraph, text of Law 27.440 art. 66). This power is the basis of Title XX of the CNV Rules (RG 1016/2024, replaced by RG 1088/2025).
4. Differentiated regimes. The CNV may create different authorisation regimes depending on the issuer, the investors, the amounts, the type of security "o cualquier otra particularidad que lo justifique razonablemente" (art. 81). All the automatic and SME regimes rest on this article and art. 19 g) and h).
5. Decision period. The CNV must decide within 30 business days from the moment the file is complete and no new observations are raised. If it does not, the applicant may ask for prompt dispatch; 15 business days later the authorisation is deemed granted unless the CNV extends once by up to 15 business days by reasoned resolution. A refusal "no podrá fundarse en razones de oportunidad, mérito o conveniencia" (art. 84).
6. Public entities and foreign states. Offers of securities issued by the Nation, provinces, the City of Buenos Aires, municipalities and multilateral credit agencies of which Argentina is a member are outside the law, but their trading by private persons is a public offer. Foreign states and their subdivisions need authorisation of the Executive; Mercosur national states have automatic offer subject to reciprocity (art. 83).
7. Fees. CNV resources include one supervision fee (tasa de fiscalización y control), two authorisation fees (aranceles de autorización) and fees for three other services. The Ministry (originally of Finance, now of Economy) sets the amounts at the CNV's proposal (art. 14 b), text of Law 27.440 art. 40). The CNV may reduce or exempt fees for SMEs and cooperatives (art. 16).
8. Prospectus liability. Issuers, board members and statutory auditors (in their field), offerors and signatories of the prospectus are directly liable for its contents (art. 119). Organisers and placement agents must "revisar diligentemente" the prospectus; experts are liable only for the part they opine on (art. 120). A buyer must prove an error or omission on an essential point; causation is then presumed (art. 121).
9. Sanctions. Warning, fines of ARS 100,000 to ARS 100,000,000 (US$63.94 to US$63,942.71), which may be raised to five times the benefit obtained or harm caused, disqualification up to 5 years and suspension of the public offer up to 2 years (art. 132). Appeals go to the federal commercial courts of appeal, filed with the CNV within 10 business days; appeals against fines have suspensive effect (arts. 143 and 145). The fine range is nominal and has not been updated for inflation in the Infoleg text (unconfirmed).
10. Amendments. Infoleg records the law as amended by Law 27.440 (BO 11 May 2018) throughout. some secondary summaries asked whether Law 27.742 (Bases Law, BO 8 July 2024) amended Law 26.831: the Infoleg updated text of Law 26.831 shows no amendment by Law 27.742, and the text of Law 27.742 downloaded for this page does not mention Law 26.831. Law 27.742 is cited by the CNV only as policy background (RG 1020/2024, recitals). Law 27.739 (BO 15 March 2024) did not amend Law 26.831 either; it made the CNV the registrar and supervisor of virtual asset service providers with the powers of art. 19 (Law 27.739 art. 37). See Crypto and VASPs. (unconfirmed)

B. The CNV Rules (N.T. 2013) and how they are amended

1. The rulebook. RG 622/2013 approved the "NORMAS de la COMISION NACIONAL DE VALORES (N.T. 2013)" under Law 26.831 and its regulatory Decree 1023/2013 (BO 1 August 2013), and repealed the 2001 rules (RG 622/2013 arts. 1 and 2). The annex was published only in the web edition of the Official Gazette (Infoleg note to RG 622/2013). Law 27.440 was regulated by Decree 471/2018 (BO 18 May 2018).
2. Structure relevant here. Title I (definitions, including "Inversor Calificado"); Title II (issuers: Chapter V primary public offering and all automatic regimes; Chapter VI SMEs; Chapter VII guarantee entities; Chapter VIII foreign issuers, CEDEAR and CEVA; Chapter IX prospectus); Title IV (periodic reporting); Title V (collective investment products: FCI and financial trusts); Title VI (markets and primary placement, Chapter IV); Title XII (transparency, material events); Title XIV (crowdfunding platforms and virtual asset providers); Title XV (AIF, the CNV's electronic filing system); Title XVII (fees); Title XVIII (transitional rules, including the FX "parking" rules); Title XX (private offers); Title XXII (digital representation of securities).
3. The 2025 rewrite. RG 1095/2025 (issued 17 December 2025, BO 18 December 2025) replaced Chapters I, II and V to X of Title II. Its recitals say it eliminated the short term debt securities regime (VCP), the cooperatives stimulus regime, the project financing regime and "ciertos regímenes automáticos previos", unified the old PyME CNV Garantizada regime with the automatic low impact regime, raised the amounts for guaranteed issues, extended guaranteed treatment to non SME issuers, scrapped the CNV list of guarantee entities, and removed several accountant and lawyer reports (RG 1095/2025, recitals).
4. 2026 amendments to the offering chapters. RG 1110/2026 (change of public offering regime), RG 1117/2026 (retail access to automatic ON issues of general regime issuers), RG 1119/2026 (1 business day placement for frequent issuers), RG 1125/2026 (crowdfunding modality; medium impact cap raised to UVA 15,000,000; qualified investor threshold UVA 350,000), RG 1127/2026 (Chapters III and IV of Title II), RG 1129/2026 (preliminary prospectuses), RG 1142/2026 (CEDEAR and CEVA), RG 1145/2026 (medium impact expanded), RG 1149/2026 (no prior approval for programme amendments, EF and SME series), RG 1169/2026 (primary placement standards). Dates are in the timeline table.

C. Negotiable obligations: Law 23.576

1. Who may issue. Corporations (sociedades por acciones), limited liability companies (SRL), cooperatives, civil associations incorporated in Argentina, and branches of foreign corporations registered under art. 118 of the General Companies Law (art. 1, text of Law 27.440 art. 143). State entities may issue as regulated by the Executive (same article). The SAS (simplified company of Law 27.349) is not named in art. 1 (unconfirmed). The CNV SME chapter also allows civil associations without a MiPyME certificate (Title II, Chapter VI, art. 1).
2. Classes, guarantees, limited recourse. ONs may carry a floating, special or common guarantee; may be guaranteed by mutual guarantee companies (SGR), guarantee funds, unilateral guarantees under CCyC art. 1810 or banks; and may be limited recourse to specific assets (art. 3, text of Law 27.440 art. 144). A pledge over present and future receivables is notified to the assigned debtors by publishing the art. 10 notice in the Official Gazette (art. 3).
3. Notice of issue. For public ONs the issuer publishes a notice on the CNV website with the content the CNV sets; for private ONs the notice goes to the Official Gazette for 1 day and is registered with the Public Registry (art. 10, text of Law 27.440 art. 148). The CNV Rules require the art. 10 notice in the AIF immediately after placement; no notice is required for a programme (Title II, Chapter V, art. 16).
4. Enforcement. ON certificates and book entry statements give a summary enforcement action (acción ejecutiva) for principal, adjustment and interest and to enforce guarantees (art. 29). The CNV Rules require every security to give this action (Title II, Chapter V, art. 21).
5. Use of proceeds condition for tax benefits. The tax treatment applies only if (1) the ONs are placed by public offer with CNV authorisation; (2) the issuer commits the proceeds to fixed assets and capital goods in Argentina, acquisition of going concerns in Argentina, working capital in Argentina, refinancing of liabilities, capital contributions to controlled or related companies, acquisition of equity interests or financing of its business, as stated in the issuing resolution and the prospectus; and (3) the issuer proves to the CNV that the funds were applied as planned (art. 36, text of Law 27.440 art. 155). Banks may on lend the funds for those purposes under BCRA rules (art. 36, point 3).
6. The tax package (art. 36 bis). (1) VAT exemption for "las operaciones financieras y prestaciones relativas a la emisión, suscripción, colocación, transferencia, amortización, intereses y cancelaciones" of the ONs and their guarantees; (2) exemption from the securities transfer tax for market transfers; (3) income tax exemption for gains on sale; (4) income tax exemption for interest. Points 3 and 4 were repealed by Law 27.430 art. 81 b) (BO 29 December 2017) and then restored for resident individuals and undivided estates by Law 27.541 art. 33 (BO 23 December 2019), which rewrote ITL art. 26 h) (Infoleg notes to Law 23.576 art. 36 bis; ITL art. 26 h), second sentence). See the tax table below.
7. Issuer deduction. The issuer may deduct all interest and adjustments on publicly offered ONs, and issue and placement expenses and discounts. The CNV must deny the benefit if the combined effect of discount and rate means a financial cost "desproporcionado" with the market for similar risk and term (art. 37). The CNV Rules require a sworn report of issue costs within 10 business days of each placement "de conformidad con lo establecido por el artículo 37" (Title II, Chapter V, art. 14(6)).
8. Penalty for breach. If the issuer breaches art. 36 conditions, the benefits fall and the issuer pays the tax that would have fallen on the investors, at the maximum ITL rate on all income accrued to investors, as a single and final payment (art. 38). The "art. 90" cross reference in art. 38 is to the old numbering of the ITL.
9. Information agent. The CNV acts as an information agent of the tax authority on the application of the law (art. 41).

D. Tax treatment of ON holders (summary)

1. Resident individuals. Interest on art. 36 compliant ONs: exempt (ITL art. 26 h), restoring Law 23.576 art. 36 bis, point 4). Gains on sale: exempt (same restoration of point 3); in addition, gains on securities covered by ITL art. 98 that are listed on CNV markets are exempt for resident individuals (ITL art. 26 u), last paragraph). Personal assets tax: peso denominated ONs complying with art. 36 are exempt (Law 23.966 art. 21 i), added by Law 27.638); for other ONs the ON law exemption does not apply to personal assets tax for holdings acquired after Law 24.468 (Law 23.966 art. 21 bis). So a dollar ON is taxable for personal assets purposes even if art. 36 compliant.
2. Foreign beneficiaries. Interest and gains on "obligaciones negociables a que se refiere el artículo 36 de la Ley N° 23.576" are exempt for foreign beneficiaries who do not reside in, and whose funds do not come from, non cooperative jurisdictions (ITL art. 26 u), fourth paragraph). The same paragraph exempts interest and gains on government securities, publicly offered financial trust debt securities and publicly offered FCI income units.
3. Argentine companies. No exemption: interest and gains are business income taxed at the corporate scale (25% up to ARS 133,514,185.74, 30% up to ARS 1,335,141,857.38, 35% above, for 2026; ARCA "Escala 2026"). The exemptions in art. 26 h) and u) are limited to individuals, undivided estates and foreign beneficiaries.
4. Tax on bank debits and credits. The general rate is up to 6 per thousand on debits and credits (Law 25.413 art. 1; Decree 380/2001). The only ON specific exemption found is for card system companies' exclusive accounts used to issue and cancel ONs that fund their activity (Decree 380/2001, unnumbered item added by Decree 475/2026 art. 5, BO 18 June 2026). An ordinary issuer pays the tax on the credit of proceeds and on debits for payments (unconfirmed). See Banking and payments.

E. General regime: public offering of ONs

1. Filing channel. All applications go through TAD (Trámites a Distancia, the federal e filing platform) with the whole file and the IDs of documents published in the AIF. If the file is incomplete the CNV gives 10 business days to cure, extendable by 10, then a last 10 day notice before deciding on the file as it stands (Title II, Chapter V, art. 2).
2. Entry into the public offering regime. A company not yet authorised must apply to enter the regime, which means accepting the whole rulebook until cancellation; issuers using the automatic regimes enter "en los términos allí previstos" (art. 3).
3. Content of the application. Signed by the legal representative or authorised persons, stating the purpose and containing the general background (identity, registered office where books must be kept, shareholders above 5%), and the economic background: financial statements for the last 2 years, plus interim or special statements with an IFRS reconciliation if the last statements are more than 6 months old (arts. 4 to 6), audited or reviewed by an independent accountant (art. 7). Documents include the board or shareholders' resolution, the updated by laws, a sworn statement of the chair that the company has an administrative organisation able to meet reporting duties, the AIF forms for directors, statutory auditors and managers, the prospectus under Chapter IX and the relevant contracts (art. 9).
4. Autonomous ON issue. The file adds the shareholders' or board resolution with the maximum amount, the prospectus, an independent accountant's report with opinion on the prospectus, the draft trust agreement if an ON trustee is used (Law 23.576 art. 13) and the guarantee documents (Title II, Chapter V, art. 14).
5. Use of proceeds disclosure. At each issue the issuer specifies the categories of use, an estimated percentage per category and the timing. Temporary investment of proceeds is limited to 1 year from issue, except for projects that need longer; refinancing and bridge loans must be identified (art. 15).
6. Global programmes. An issuer may register a programme and issue and reissue series and classes up to the programme maximum, in one or more currencies or units, at fixed, floating or discount rates (art. 17). Up to 5 entities may create a programme together; controlled or related companies may join later once in the public offering regime (art. 18). Minimum term of any security: 7 business days (art. 20). UVA or UVI linked ONs: at least 2 years (art. 22). Every issue must take place within 5 years of the programme authorisation or its extension (art. 25).
7. No prior approval for programme changes (since June 2026). Increases or decreases of the programme amount, extensions of its term and changes to its terms are filed through TAD "al solo efecto de su toma de conocimiento" by the CNV, without prior or later approval, and the fee is paid within 5 business days of publication in the AIF. A new series issued to exchange an earlier series under the same programme does not need a programme increase if the total outstanding never exceeds the maximum (art. 28 as replaced by RG 1149/2026, art. 3). The same automatic route applies to amendments and increases of autonomous ONs (art. 14, last paragraph, added by RG 1149/2026, art. 1). The programme itself is deemed authorised if the CNV raises no objection within 10 business days of filing or of answering an observation; after that the issuer may publish under its own responsibility (art. 29 as replaced by RG 1149/2026).
8. Series documents. Within 5 business days of placing each series the issuer files through TAD the board minutes fixing terms and placement method, the pricing supplement, the rating ID if any, and the art. 10 notice ID; within 10 business days, the art. 37 cost report (art. 30). If the CNV does not object within 10 business days of receiving the post placement file on the art. 37 point, no objection is presumed (art. 31).
9. Partial cancellation. If an autonomous issue is not fully placed, the issuer asks for partial cancellation of the authorised amount; otherwise the CNV may cancel ex officio (art. 32).
10. Frequent issuer (EF). An issuer that placed two ON issues in the 24 months before applying under the general regime, with 2 years uninterrupted in that regime, full AIF reporting, no insolvency proceedings or final criminal conviction, no payment default on public securities and no unpaid CNV fees, may register as EF (art. 33). It files a request form, a prospectus with an accountant's report and the board resolution; once registered it may issue any series within the authorised amount by publishing the subscription notice and supplement in the AIF, without CNV approval (arts. 34 to 37). The EF status no longer needs periodic ratification (art. 41, text of RG 1149/2026). For EF issues the placement and offer period may be shortened to 1 business day, never less than 5 hours (Title VI, Chapter IV, art. 11 as replaced by RG 1119/2026), except convertibles, thematic bonds and exchanges (minimum 2 business days for exchanges).
11. Placement. Primary placement of any regime follows Title VI, Chapter IV (Title II, Chapter V, art. 1). The offer period starts when the prospectus or supplement, the subscription notice or the supplementary notice is published both in the AIF and in the market, if published before 10:00; otherwise an extra day is needed (Title VI, Chapter IV, art. 11, RG 1119/2026). RG 1169/2026 (BO 23 September 2026) added rules on identification of bidders, conflicts of interest of placement agents bidding for their own account, real time electronic access of the CNV to placement systems, and clarified that international book building need not run through market systems (RG 1169/2026, recitals) (unconfirmed).
12. Legal counsel disclosure. Since June 2026, if the placement agents have no legal counsel independent from the issuer's, the prospectus must include a risk factor saying so and recommending investors to consult their own advisers (Title II, Chapter IX, art. 5 as replaced by RG 1149/2026, art. 10).

F. Automatic authorisation regimes for ONs

1. Low impact ON (Section IX). An offer qualifies, and has automatic public offering authorisation, if all of these are met (art. 64, text of RG 1117/2026): one or more issuers with any number of registered placement agents; only qualified investors may buy and trade, except that anyone may buy (a) PyME CNV Garantizada issues, (b) issues fully guaranteed by guarantee entities, or (c) issues of companies authorised under the general regime for ONs or shares that keep up their reporting; non convertible ONs; any means of offer; autonomous or programme issues. Size: UVA 1,000,000 outstanding when a new class is computed, converted at the BCRA Com. A 3500 reference rate for foreign currency (art. 65), aggregated over the 12 months before the last issue under the regime, with reissue allowed after amortisation (art. 66).
2. What "automatic" means. The offer is authorised and regular, the issuer needs no entry procedure, no prospectus approval (any document it prepares is published in the markets' systems at the start of the offer period), no periodic reporting beyond the Section, and no Title XV obligations (arts. 67 and 68). The ON law notice and the accountant's report still apply in part; issuers that are PyME CNV or PyME CNV Garantizada do not need the accountant's report (art. 70(1)). Issuers holding a valid MiPyME certificate may dispense with a statutory auditor (síndico) under art. 284 of the General Companies Law (art. 68(6)).
3. Notification. The issuer notifies the CNV through TAD with the Annex VI form no later than the first day of the offer period, publishes the art. 10 notice on the CNV website the same day, and notifies the market (art. 69). Within 10 business days after placement it files the cost report and keeps evidence of placement efforts; use of proceeds must be proved within the life of the class, or within the first year if for working capital (art. 70).
4. Listing. The ONs must be placed and listed on a CNV authorised market, on a specific panel; markets may not impose stricter listing requirements (art. 71, text of RG 1117/2026).
5. Investor warning. Every offering document must state that the offer has automatic authorisation, that the issuer is not under the CNV general reporting regime and that the CNV has not reviewed the issue; alternatively each investor signs a statement (art. 73).
6. SME guaranteed and fully guaranteed issues. The amount rises to UVA 20,000,000 outstanding; co guarantees are allowed (silence means equal shares); the guarantor's rating must be current and not older than 90 calendar days at the date of the prospectus (art. 74). Guarantee entities are SGRs under the SME law, banks, public guarantee funds registered with the BCRA and multilateral credit agencies (Title II, Chapter VII, art. 1); the issuer and the placement agents must that the guarantor qualifies (art. 2). Guarantee entities may guarantee ONs of issuers without a MiPyME certificate under art. 74 (art. 3).
7. Fees. The CNV authorisation fee is paid within 5 business days after the offer period closes; no further issue under any regime while a fee is unpaid; issuers qualifying as PyME CNV or PyME CNV Garantizada pay no fee (art. 75).
8. Medium impact ON (Section XI). Same structure but the issuer enters a special public offering regime by publishing a prospectus under Annex V of Chapter IX in the AIF and notifying through TAD (arts. 82 and 85). Size: UVA 15,000,000 per 12 months (art. 83 as replaced by RG 1125/2026; it was UVA 7,000,000 under RG 1095/2025). The prospectus is not reviewed (art. 87). Reporting: annual financial statements only, under Argentine GAAP (FACPCE technical resolutions) (art. 85(2)); material events limited to insolvency matters and events that seriously impair the business or ability to pay (arts. 90 and 91). Buyers: qualified investors, but anyone in the PyME CNV Garantizada, fully guaranteed and general regime issuer cases (art. 82(3), text of RG 1145/2026). SMEs can combine this regime with the PyME CNV regime and pay no fee (art. 96, text of RG 1145/2026; art. 97).
9. Medium impact expanded (Section XVIII). Shares or ONs up to UVA 100,000,000, aggregated as in the medium impact regime; open to any investor; no limit if offered only to qualified investors in placement and trading. The issuer must comply with the full general reporting regime and corporate controls and move to IFRS within 180 calendar days of placement. Banks, otherwise excluded from automatic regimes, may use it if the offer is only for qualified investors. SMEs may use it cumulatively with other regimes and are then exempt from the supervisory committee and IFRS, but must pay the CNV fees, because the SME fee exemption does not apply to this Section (arts. 153 to 159, added by RG 1145/2026).
10. Crowdfunding modality. Low and medium impact offers may be channelled through crowdfunding mechanics, including through registered crowdfunding platforms (PFC), with non qualified investors admitted without limit of number. Each investor may put in no more than UVA 3,000 (ARS 6,173,970; US$3,947.80) per issue and UVA 10,000 (ARS 20,579,900; US$13,159.35) across all such issues, and no more than 5% of its net worth per issue and 10% in total; a sworn statement suffices. The low impact limits still apply to the low impact crowdfunding modality; the medium impact crowdfunding modality has no issue cap or aggregation (arts. 144 to 152, added by RG 1125/2026). Plain language is mandatory (art. 147).
11. Irregular offers. An offer that does not meet the conditions is an irregular public offer unless it fits a private offering safe harbour; other breaches lead to disciplinary sanctions (arts. 76 and 98).

G. The SME regime (PyME CNV)

1. Who qualifies. Entities holding a valid Certificado MiPyME (SME certificate from the SME authority) and civil associations even without the certificate (Title II, Chapter VI, art. 1). Banks, insurers and markets are excluded (art. 2). Registration as an SME does not by itself authorise anything (art. 3). The CNV aligned its definition with Law 25.300 and the SME authority's criteria in RG 901/2021 (unconfirmed).
2. Size. Outstanding securities of a PyME CNV issuer may not exceed UVA 19,000,000 (ARS 39,101,810,000; US$25,002,755.93), computed at the UVA of the calculation date (art. 4).
3. Governance relief. SAs offering shares under the PyME CNV regime need no audit committee (art. 6). PyME CNV issuers need at least one regular and one alternate statutory auditor, optional for SRLs (art. 7).
4. Investors. "Los valores negociables emitidos bajo este Capítulo sólo podrán ser adquiridos por Inversores Calificados" (art. 11). Agents must check the investor's status at each trade (art. 9) and buyers sign that they rely on the prospectus and decide independently (art. 10). This is a real limit: the PyME CNV regime is a qualified investor market. Retail access for SMEs comes through the guaranteed route of Chapter V, art. 74, or through the crowdfunding modality.
5. Fees. Issues by PyME CNV issuers under any regime of Chapter VI are exempt from both the supervision fee and the authorisation fees (art. 12, under Law 26.831 art. 16).
6. Procedure. Application through TAD with the form "SOLICITUD DE REGISTRO Y EMISIÓN BAJO EL RÉGIMEN PyME CNV" (Annex I), the MiPyME certificate valid at filing and at issue, and a note with corporate data, group structure, capital and managers (arts. 13, 15 and 17). The issuer must publish each renewal of the MiPyME certificate in the AIF; losing it is a material event and blocks new issues under the regime (art. 14).
7. SME programmes. A PyME CNV issuer may register a global programme; one programme may combine PyME CNV series and PyME CNV Garantizada series under art. 74, with a maximum for each (art. 18). Since RG 1149/2026 (BO 11 June 2026) series under an SME programme need no prior CNV authorisation: they are covered by the programme authorisation and follow the general publication regime; minimum term is 30 calendar days (art. 19 as replaced by RG 1149/2026, art. 5). Programmes last 5 years (art. 28). Post placement documents are due within 5 days (art. 34 as replaced by RG 1149/2026). The prospectus or supplement must be published for at least 1 business day if published before 10:00, otherwise until the next business day (art. 33).

H. Private placements (Title XX)

1. Safe harbour. An offer is private if made by the issuer (resident or not) or authorised persons, of any security that is not legally required to be public, within the investor counts, at any price, and promoted only by permitted means (Title XX, Section I, art. 1, text of RG 1088/2025). Permitted means include meetings with up to 50 potential investors at a time (art. 2).
2. Counts. Invitations per issue: unlimited to banks, non bank lenders, CNV agents, SGRs and insurers; up to 50 other qualified investors; up to 30 non qualified investors. Purchasers per issue: up to 35, of which no more than 15 non qualified; existing shareholders buying equity are not counted. For open ended funds and evergreen foreign products the counts run per product over a rolling 365 days (art. 4).
3. Verification and information. The seller verifies investor status and counts and may rely on an issuer's written statement (art. 5). On request the offeror must deliver the latest financial statements and offering materials (art. 6).
4. Employees and extraterritorial offers. Separate safe harbours cover employee equity plans (arts. 12 to 18) and offers by non residents of non resident securities with no "sufficient contact" with Argentina: no targeted web advertising, no local media aimed at residents, no promotional meetings with residents, no local payment arrangements and no mass unsolicited contact (arts. 19 to 24).
5. Private ONs. A privately placed ON uses the Official Gazette notice route of Law 23.576 art. 10 and does not get the art. 36 bis tax benefits, which require a CNV authorised public offer (art. 36(1)).

I. Financial trusts (fideicomisos financieros)

1. Definition. A financial trust is a trust in which the trustee is a financial entity or a company specially authorised by the securities regulator, and the beneficiaries are holders of securities backed by the trust assets (CCyC art. 1690). If offered to the public, the CNV is the enforcement authority and may set trustee requirements (art. 1691). The contract must contain the terms of the securities, the rules for beneficiaries' decisions including insolvency of the trust estate, and the trust's name (art. 1692).
2. Securities. Debt securities (valores representativos de deuda) and participation certificates (CCyC art. 1693). Debt securities of publicly offered Argentine financial trusts share the foreign beneficiary exemption of ITL art. 26 u), fourth paragraph.
3. CNV regime. Title V of the CNV Rules. Financial trustees pay an annual supervision fee of ARS 5,611,000 (US$3,587.83) (MECON Res. 1/2026, Annex II). Trust issues pay 0.05% of the authorised amount, or 0.01% of a programme maximum plus 0.04% per series placed; sustainable trusts and trusts that finance SMEs pay reduced rates (0.015% autonomous; 0.005% programme; 0.010% per series) (same annex; CNV Title XVII, Chapter I, art. 5 c) and d), text of RG 1103/2026).
4. Automatic and abbreviated regimes. The CNV introduced automatic authorisation for financial trusts (RG 1051/2025, BO 16 January 2025), an abbreviated procedure and automatic authorisation for frequent trust issuers (RG 1063/2025, BO 24 April 2025), and updated these regimes in RG 1146/2026 (BO 11 June 2026) and RG 1159/2026 (BO 6 August 2026). Under RG 1146/2026 a trustee may choose, issue by issue, any of the regimes of art. 11 of Title V, Chapter IV, or the full procedure of art. 12, and new applicants for the trustee registry need a collegiate supervisory body (RG 1146/2026, recitals). RG 1159/2026 lists the trustee's statements required for automatic issues, including, for SME trusts, a statement that the trustors are PyME CNV or meet the asset composition requirement, with a valid MiPyME certificate (RG 1159/2026, operative text). (unconfirmed)
5. FX. Foreign currency trust debt securities with public offer, subscribed in foreign currency and payable in foreign currency in Argentina, must be liquidated in the official FX market as a condition for the trustee's later access to pay services (FX rules, points 2.5 and 3.6.1.5).

J. Mutual funds (FCI)

1. Definition and types. An FCI is a co owned pool without legal personality, represented by units. Open ended funds invest in publicly offered securities, government securities, precious metals, currency, derivatives, bank instruments, index replicating portfolios and other assets the CNV allows; closed ended funds may also hold real estate, unlisted securities and receivables, have a maximum number of units and a fixed term (Law 24.083 art. 1, text of Law 27.440).
2. Local asset rule. Open ended funds must invest at least 75% in assets issued and traded in Argentina; CEDEARs do not count as local except those whose underlying is not foreign under CNV rules (art. 6).
3. Tax. Law 24.083 art. 25 provides a VAT exemption and an income tax exemption for units placed by public offer, with an exception for "sujetos comprendidos en el título VI" of the old ITL; Infoleg notes refer to the 2019 restoration by Law 27.541 (unconfirmed). Foreign beneficiaries: income units of publicly offered Argentine FCIs are exempt (ITL art. 26 u), fourth paragraph).
4. CNV regulatory changes. Automatic authorisation for closed ended credit funds (RG 1055/2025), open ended funds (RG 1082/2025, updated by RG 1147/2026), closed ended funds (RG 1148/2026); new placement modalities for open ended funds (RG 1064/2025); offer of foreign investment funds and of open ended funds for qualified investors (RG 1030/2024, RG 1059/2025); SME fund and trust changes (RG 1039/2024, RG 1070/2025) (CNV RG index). Managers pay 0.02% and custodians 0.005% a year of net assets under management or custody (SME funds and Law 27.260 funds excluded; ESG funds 0.006% and 0.0015%) (MECON Res. 1/2026, Annex II).
5. FX. The BCRA allows repatriation by non residents of proceeds of "fondos comunes de inversión sin cotización directa" made up of CNV listed instruments, under the same conditions as listed securities (FX rules, point 3.13.1.13).

K. CEDEAR and CEVA

1. What they are. A CEDEAR represents foreign securities issued and traded abroad; a CEVA is a local vehicle (an exchange traded product) over securities publicly offered by Argentine residents (RG 1142/2026, recitals; Title II, Chapter VIII as replaced). The sponsored and unsponsored distinction was dropped as a regulatory category; sponsorship may still exist and must be disclosed (RG 1142/2026, recitals).
2. Who may issue (since RG 1142/2026, BO 1 June 2026). (1) Commercial banks authorised by the BCRA and registered with the CNV as ALyC (settlement and clearing agent) or depositary, or in the public offering regime; (2) registered financial trustees with at least 10 publicly offered trusts outstanding and at least UVA 50,000,000 of trust securities outstanding; (3) FCI managers with at least 10 funds and assets of at least UVA 50,000,000; (4) central securities depositaries (CEDEAR only). The issuer does not enter the issuers' public offering regime (Title II, Chapter VIII, art. 5, text of RG 1142/2026).
3. Automatic changes. Changes to terms and increases of CEDEAR and CEVA programmes are deemed authorised once the documents are filed through TAD; the fee is paid within 5 business days of AIF publication (Chapter VIII, arts. 25 and 42, last paragraphs, text of RG 1149/2026).
4. Fees. CEDEAR authorisation fee: 0.05% of the underlying amount (maximum quantity times market price, using the ratio) or UVA 8,000 per programme (ARS 16,463,920; US$10,527.48), whichever is higher; voluntary increases 0.05%; other changes UVA 4,000 per programme. Annual fee: ARS 468,000 (US$299.25) per programme in force. CEVA: 0.05% of the programme maximum; annual ARS 2,338,000 (US$1,494.98) (MECON Res. 1/2026, Annex II).
5. FX overlay. For companies and non residents, buying CEDEARs is one of the operations listed in the BCRA 90 day statements for official FX access (FX rules, points 3.16.3.1 v) and 3.16.3.2 v)). See Dólar MEP and CCL.

L. Crowdfunding (Law 27.349, Title II)

1. Which Title. some secondary summaries pointed to "Title I" of Law 27.349. Crowdfunding is Title II ("Sistemas de financiamiento colectivo", arts. 22 to 32); Title I is the support for entrepreneurial capital (Law 27.349, Infoleg text).
2. Scope. A special promotional regime to finance entrepreneurial capital through the capital market; the CNV is the enforcement authority with all its Law 26.831 powers (art. 22). Platforms (PFC) must be SAs registered with the CNV whose name includes "Plataforma de Financiamiento Colectivo" or "PFC" (arts. 23 and 25).
3. Instruments. Only shares of an SA or SAS, loans convertible into shares of an SA or SAS, or participations in a trust, all subscribed online through a platform (art. 24). Excluded: charity fundraising, donations, direct sales and non convertible loans (art. 28).
4. Limits. Overall and per investor limits set by the CNV, and investors may not invest more than 20% of their gross annual income (art. 27). CNV rules: platform minimum net worth UVA 65,350 (Title XIV, Chapter I, art. 11); maximum UVA 1,500,000 per project over 12 months (art. 45); no investor above 10% of a project or UVA 150,000, whichever is lower, with qualified investors limited only to 20%; at least 5 investors per project (art. 56) (all as replaced by RG 942/2022).
5. Prohibitions. Platforms may not give financial advice, manage investments, guarantee funding or returns, or move funds between projects without authorisation (art. 31).

M. Foreign issuers

1. General rule. Foreign incorporated issuers may make public offers on the same terms as local issuers, proving that no law of their home country prevents their activities, that they have one or more branches or permanent representations in Argentina, and other requirements (Title II, Chapter VIII, art. 1). The CNV may lower requirements for issuers authorised in countries with which it has cooperation agreements, or whose rules it considers protective (art. 2) (unconfirmed).
2. Dual listing. Foreign companies already listed abroad in markets of cooperative or adequately regulated countries may use the Special Dual Listing Regime for existing or new shares (art. 3; RG 930/2022, BO 13 May 2022). RG 1020/2024 (BO 1 October 2024) removed the need for those foreign companies to register with the commercial registry under arts. 118 or 123 of the General Companies Law, on the reasoning that dual listing is neither habitual business in Argentina nor a branch nor an investment in a local company (RG 1020/2024, recitals).
3. Branch ONs. A branch of a foreign corporation registered under art. 118 may itself issue ONs under Law 23.576 (art. 1).
4. ADRs of Argentine companies. Argentine issuers that list ADRs abroad must file the board resolution, depositary and custodian details and programme type (Chapter VIII, art. 19, text of RG 1095/2025).

N. How foreign investors buy Argentine securities

1. Through a CNV agent. A foreign investor opens an account with a CNV registered broker (ALyC or AN) (Law 26.831 art. 47). Foreign legal entities and individuals without a CUIT use a CDI or CIE tax key; the BCRA registers FX operations under CUIT, CUIL, CDI, CIE or DNI (FX rules, point 5.7.3) (unconfirmed).
2. Know your client. Brokers apply the CNV and UIF know your client rules, including beneficial owner identification. See AML and KYC.
3. Settlement rules for non individual and non resident clients. Securities trades settled in foreign currency must be paid to and from the client's own sight account at an Argentine bank, or by cable to the client's own account at a foreign bank outside FATF high risk lists; cash, custody accounts and third party accounts are prohibited (FX rules, point 4.3.2). Trades agreed abroad may not settle in pesos in Argentina (point 4.3.1).
4. Route 1: official FX market in and out. The non resident brings dollars and sells them in the official FX market. Later, the BCRA allows access without prior approval for "repatriación por parte de no residentes de servicios de capital, rentas y el producido de las ventas de inversiones de portafolio en instrumentos con cotizaciones en mercados locales autorizados por la Comisión Nacional de Valores", unlisted FCIs made up of those instruments, and bank deposits, if (i) a local bank certifies that the investment was made with funds brought in and liquidated in the official FX market from 21 April 2025 (or foreign currency applied directly from 23 May 2025 to primary subscriptions of Treasury securities), and (ii) the amount does not exceed the services collected or sale proceeds (FX rules, point 3.13.1.13). When introduced, this route also required the repatriation to take place at least 180 days after the funds were liquidated (Com. A 8230 of 16 April 2025, point 3 (iii)); that condition does not appear in the consolidated text at 14 September 2026 (unconfirmed).
5. Route 2: CCL in and out. The non resident brings dollars as securities or dollars paid against a bond bought in dollars and sold in pesos, and exits by buying a bond in pesos and selling it for dollars paid abroad. CNV rules for clients that are not resident individuals: 1 business day holding from credit in the central depositary before selling for foreign currency, and no sale for foreign currency while holding peso financing (CNV Title XVIII, Chapter V, art. 2, text of RG 1062/2025); incoming securities from abroad wait 1 business day before use (art. 3); foreign clients with a CDI or CIE trading for own account may not exceed ARS 200,000,000 (US$127,885.41) of daily volume in the operations listed in BCRA points 3.16.3.1 and 3.16.3.2, with exceptions including securities held at least 365 days (art. 6 ter, text of RG 1128/2026). Full detail in Dólar MEP and CCL.
6. Tax. For a foreign beneficiary, interest and gains on art. 36 ONs, government securities, publicly offered trust debt securities and FCI income units are exempt, unless the beneficiary resides in or the funds come from a non cooperative jurisdiction (ITL art. 26 u), fourth paragraph). Gains on Argentine shares and ADRs are covered by the same paragraph's first sentence (exemption of art. 26 u), first paragraph, extended to foreign beneficiaries).

O. ON issuers paying in dollars: FX access

1. Local dollar ONs. Dollar denominated ONs registered in Argentina, subscribed in dollars and payable in dollars in Argentina, give the issuer official FX access to pay principal and interest only if all the proceeds were liquidated in the official FX market (FX rules, points 2.5 and 3.6.1.3). For ONs of financial entities issued from 26 May 2025, principal can be paid only after 12 months from issue (point 3.6.1.3, second paragraph; Com. A 8245).
2. Dollar ONs subscribed abroad. These are foreign financial debt (point 3.5): the issuer must prove liquidation of an amount equal to the nominal value (point 3.5.1). For debt securities issued from 16 May 2025, principal may be paid through the official market only 18 months after issue (Com. A 8244). Payments to related creditors need BCRA approval unless an exception applies (point 3.5.6). See Foreign debt registration.
3. Peso ONs. No FX access issue for the issuer; the FX question moves to the foreign holder (items 90 and 91).

Step by step

A. SME issuing a guaranteed peso ON under the low impact automatic regime

1. Check eligibility (week 1). The issuer is an SA, SRL, cooperative or civil association, or a branch of a foreign corporation (Law 23.576 art. 1). It holds a valid MiPyME certificate (Title II, Chapter VI, arts. 1 and 13). Check that the planned amount plus any outstanding low impact issues of the last 12 months stays under UVA 20,000,000 at the BCRA UVA of the day before issue (Chapter V, arts. 66 and 74).
2. Get a guarantor (weeks 1 to 4). Negotiate a full guarantee from one or more guarantee entities: an SGR, a bank, a public guarantee fund registered with the BCRA or a multilateral (Chapter VII, art. 1). Obtain the guarantor's current rating report, not older than 90 days at the date of the offering document (Chapter V, art. 74(3)). The guarantee is what opens the issue to retail investors (art. 64(2)).
3. Corporate approvals (week 3). Shareholders' meeting or partners' resolution approving the issue and its maximum amount, and board resolution fixing terms and delegating final pricing. Fix the use of proceeds within the art. 36 categories (Law 23.576 art. 36(2)) if the tax package is wanted.
4. Choose agents (weeks 2 to 4). Appoint one or more CNV registered placement agents (ACyD) and a market for listing (Chapter V, arts. 64(1) and 71). Agree commissions, the placement method (book building or auction under Title VI, Chapter IV) and the paying agent.
5. AIF and TAD access (week 4). Obtain the AIF operator and signatory credentials (Chapter VI, art. 5) or authorise a placement agent to publish for the issuer (Chapter V, art. 69(5)).
6. Offering document (weeks 4 to 6). No CNV prospectus is required, but in practice a document is prepared and must be published at the start of the offer period, with the art. 73 warning (arts. 68(2) and 73).
7. Notify and publish (day 0). File the Annex VI form through TAD, publish the art. 10 notice on the CNV website and notify the market, all no later than the first day of the offer period (art. 69). If receivables are pledged, publish the art. 3 notice first (art. 69(4)).
8. Offer period and settlement (days 1 to 3). Publish before 10:00 to count the day (Title VI, Chapter IV, art. 11). Close, allocate, settle and list.
9. Post placement (within 5 and 10 business days). Pay any CNV fee within 5 business days (SMEs: none) (art. 75). Within 10 business days file the issue cost report and keep placement evidence (art. 70). Prove use of proceeds within the life of the ON, or within the first year for working capital (art. 70(3)).
10. Life of the ON. Inform payment events to the market and the central depositary (art. 70(4)); comply with transparency rules (art. 72). Keep the MiPyME certificate in force if issuing again.

B. Company entering the general regime with an ON programme

1. Board and shareholders approve entry into the public offering regime and a global programme with its maximum (Chapter V, arts. 3, 14(1) and 17).
2. Prepare 2 years of audited financial statements and, if the last ones are older than 6 months, interim statements with IFRS reconciliation reviewed by the auditor (arts. 6 and 7).
3. Draft the prospectus under Annex I of Chapter IX, with the auditor's opinion (arts. 9(5) and 19), including the legal counsel risk factor if the placement agents have no independent counsel (Chapter IX, art. 5, RG 1149/2026).
4. File through TAD with all documents and AIF IDs (art. 2); pay the 0.01% programme fee before final authorisation (Title XVII, Chapter I, art. 5 b.1, RG 1103/2026).
5. Answer observations within 10 business days (art. 2). If the CNV raises no objection within 10 business days, publish under the issuer's own responsibility (art. 29).
6. For each series: publish the supplement and subscription notice, place, and within 5 business days file the post placement documents and pay the 0.04% fee; within 10 business days file the cost report (art. 30; Title XVII, Chapter I, art. 5 b.3).
7. After two issues in 24 months and two years in the regime, apply for EF status to issue with 1 day offer periods (arts. 33 to 41; Title VI, Chapter IV, art. 11).
8. Ongoing: periodic financial reporting (Title IV), material events (Title XII), AIF forms (Title XV), annual fee of ARS 2,805,000 (MECON Res. 1/2026).

C. Foreign investor buying a listed Argentine ON

1. Choose the FX route before sending money: official market (route 1) or CCL (route 2). They cannot be mixed for the exit (FX rules, point 3.13.1.13 (i)).
2. Obtain a CDI or CIE tax key through the broker or ARCA (unconfirmed), and complete the broker's KYC and beneficial owner file.
3. Open accounts: broker account (ALyC or AN) and, for route 1, a sight account at an Argentine bank in the investor's name (FX rules, point 4.3.2.1).
4. Route 1: wire dollars and sell them in the official market; keep the bank's certificate that the funds were liquidated from 21 April 2025. Route 2: wire dollars from the investor's own foreign account and buy a dual currency bond in dollars, then sell it in pesos (CCL inflow).
5. Buy the ON in pesos (primary placement or secondary market).
6. Collect coupons in pesos in the broker account.
7. Exit route 1: ask the bank for official market access under point 3.13.1.13, with the certificate and evidence of coupons or sale proceeds. Exit route 2: buy a dual currency bond in pesos, wait 1 business day after credit, sell it for dollars paid to the investor's own foreign account; respect the ARS 200,000,000 daily cap (CNV Title XVIII, Chapter V, arts. 2 and 6 ter).
8. Keep records for the investor's home country tax return and for the Argentine exemption (non cooperative jurisdiction test, ITL art. 26 u)).

Costs and timelines

Table 1. Thresholds and limits in force on 26 October 2026

UVA converted at ARS 2,057.99 (BCRA value for 31 July 2026) and pesos at the MEP rate of some secondary summaries (unconfirmed).

Table 2. CNV fees for 2026 (MECON Res. 1/2026, Annex II, transcribed from the BORA image annex)

2026 annual supervision fees were suspended until 2 February 2026 and payable 3 to 9 February 2026 (Title XVIII, Chapter XV, Section V, arts. 9 and 10, text of RG 1103/2026). For later years the general rule applies: issuers pay on the dates set in Title XVII, Chapter I, art. 3 (unconfirmed).

Table 3. Deadlines

Table 4. Timeline of norms (Official Gazette dates unless stated)

Worked examples

Example 1. SME issues a 12 month peso ON guaranteed by an SGR: all in cost in ARS and USD

Facts (assumptions marked). An Argentine SA with a valid MiPyME certificate issues ARS 1,500,000,000 (US$959,140.61) of non convertible ONs on 23 October 2026 under the low impact automatic regime, fully guaranteed by an SGR, open to all investors (Title II, Chapter V, arts. 64(2) and 74). Term 12 months, bullet principal, interest 36% nominal annual paid quarterly, that is 9% per quarter [assumption: market rate not taken from any source]. The issue in UVA: 1,500,000,000 / 2,057.99 = UVA 728,866.52, well under UVA 20,000,000 (art. 74(1)).

Costs:

Step 1: net cash at day 0. * Gross: 1,500,000,000. Less placement fee 15,000,000 = credited 1,485,000,000. * Bank tax on the credit: 1,485,000,000 × 0.6% = 8,910,000 (US$5,697.30). * Upfront payments: legal 25,000,000 + audit 8,000,000 + market 2,250,000 + first SGR quarter 9,375,000 = 44,625,000; with 0.6% bank tax on the debits: 44,625,000 × 1.006 = 44,892,750 (US$28,705.64). * Net cash: 1,485,000,000 − 8,910,000 − 44,892,750 = ARS 1,431,197,250 (US$915,146.27), or 95.41% of face.

Step 2: payments. * Quarters 1 to 3: interest 1,500,000,000 × 9% = 135,000,000, plus next quarter's SGR fee 9,375,000 = 144,375,000; with bank tax × 1.006 = 145,241,250 (US$92,871.19) each quarter. * Quarter 4: interest 135,000,000 + principal 1,500,000,000 = 1,635,000,000; with bank tax = 1,644,810,000 (US$1,051,736.04). * Total paid: 3 × 145,241,250 + 1,644,810,000 = ARS 2,080,533,750 (US$1,330,349.61). Total cost of funds over the year: 2,080,533,750 − 1,431,197,250 = ARS 649,336,500 (US$415,203.34), of which bank tax is ARS 21,586,500 (US$13,802.99).

Step 3: effective cost in pesos. Solving for the quarterly rate that equates net cash received with the payments gives 11.16% per quarter, that is 52.69% effective annual (44.64% nominal annual). The coupon alone is 36% nominal, 41.16% effective annual ((1.09)^4 − 1). So fees, the guarantee and the bank tax add about 11.5 percentage points of effective annual cost on a 1 year issue. On a 2 or 3 year issue the up front costs would be spread over more periods.

Step 4: after income tax. Interest, issue and placement expenses are deductible (Law 23.576 art. 37), and so are the guarantee commission and bank tax as business expenses (unconfirmed). Deductible total: ARS 649,336,500. If the issuer's marginal corporate rate is 30% (taxable income between ARS 133,514,185.74 and ARS 1,335,141,857.38, ARCA Escala 2026), the tax saving is ARS 194,800,950 (US$124,561.00). Taking the saving at the end of the year (simplification: in reality it flows through advance payments), the after tax effective cost is 37.03% a year. At 35% marginal the saving is larger; at 25% smaller. The deduction is lost if the CNV finds the cost "desproporcionado" (art. 37, second paragraph) or if the use of proceeds is not proved (art. 38).

Step 5: cost in US dollars. The issuer borrows pesos, so its dollar cost depends on the peso: * If the MEP rate stays at ARS 1,563.90 all year: net cash US$915,146.27; quarterly payments US$92,871.19; final US$1,051,736.04; dollar effective cost 52.69% (same as in pesos). * If the peso weakens 5% per quarter (MEP 1,642.10; 1,724.20; 1,810.41; 1,900.93 at quarters 1 to 4) [assumption, not a forecast]: payments become US$88,448.75, US$84,236.90, US$80,225.62 and US$865,265.85, and the dollar effective cost falls to 25.61% a year.

Comparison: same issue under the general regime. An autonomous ON would pay a CNV fee of 0.05% × 1,500,000,000 = ARS 750,000 (US$479.57) before authorisation, plus the annual issuer fee of ARS 2,805,000 (US$1,793.59), plus a reviewed prospectus, audited IFRS statements and full periodic reporting (Chapter V, arts. 6, 7, 14; MECON Res. 1/2026). The CNV fees are small; the real saving of the SME automatic route is in reporting, time and the retail access the guarantee gives.

Cost to do it (this example): CNV fees ARS 0; up front cash costs ARS 68,802,750 (placement, legal, audit, market, first guarantee quarter, bank tax on the credit and upfront debits) (US$43,994.06) [assumptions]; no minimum capital; time about 4 to 8 weeks from board decision (unconfirmed).

Example 2. Foreign investor buys the ON through the CCL/MEP route and takes the coupons home

Facts (assumptions marked). A foreign fund with a CDI, not resident in a non cooperative jurisdiction, wants US$500,000 of the ON in Example 1 on its issue date. Because the ON is fully guaranteed it is open to non qualified investors (Chapter V, art. 64(2)); a foreign fund would otherwise need to check whether it fits the qualified investor list (unconfirmed). It uses the bond swap route rather than the official FX market. Broker commission 0.25% per leg [assumption]; the implied MEP/CCL rate at entry is ARS 1,563.90 [brief; ]; the ON is bought at par.

Step 1: entry (CCL inflow). The fund wires US$500,000 from its own foreign bank account (FX rules, point 4.3.2.2) and buys a dual currency sovereign bond in dollars, then sells it in pesos. Pesos received after two 0.25% legs: 500,000 × 1,563.90 × 0.9975 × 0.9975 = ARS 778,045,137.19 (US$497,503.13). The CNV holding period applies to sales settled in foreign currency (Title XVIII, Chapter V, art. 2), not to this peso sale. Whether the ARS 200,000,000 daily cap of art. 6 ter applies to an inflow trade (selling a bond for pesos) depends on whether it is one of the operations listed in BCRA points 3.16.3.1 and 3.16.3.2; the list mentions sales of securities for foreign currency, so on the words it does not (unconfirmed).

Step 2: buy the ON. ARS 778,045,137.19 / 1.0025 = ARS 776,104,875 face (US$496,262.47).

Step 3: coupons. Each quarter: 776,104,875 × 9% = ARS 69,849,438.75 (US$44,663.62 at the entry rate). Argentine income tax: none, because interest on an art. 36 ON paid to a foreign beneficiary is exempt (ITL art. 26 u), fourth paragraph) (unconfirmed). Each coupon is below the ARS 200,000,000 daily cap, so it can be taken out in one day: buy a dual currency bond in pesos, wait 1 business day after credit, sell it for dollars paid to the fund's own foreign account (art. 2; FX rules, point 4.3.2.2).

Step 4: maturity. Final payment ARS 776,104,875 + 69,849,438.75 = ARS 845,954,313.75 (US$540,926.09 at the entry rate). This exceeds the ARS 200,000,000 daily cap: 845,954,313.75 / 200,000,000 = 4.23, so the exit needs at least 5 trading days of CCL sales, each with a 1 business day hold, unless an exception applies (art. 6 ter). The 365 day exception of RG 1128/2026 covers securities held at least 365 days in the client's subaccount; the bond bought for the exit has not been held that long, so it does not help here (unconfirmed).

Step 5: dollar result. Each exit leg costs 0.25% twice.

The break even is a CCL depreciation of about 8.61% per quarter (39.17% over the year): beyond that, the fund loses dollars despite a 36% coupon.

Step 6: why not the official market for the exit? Point 3.13.1.13 lets a non resident buy dollars in the official market to repatriate coupons and sale proceeds of CNV listed instruments without BCRA approval only if a local bank certifies that the investment was made with funds liquidated in the official FX market from 21 April 2025. Here the money came in through CCL, so there is no such certificate and the official exit is closed. Had the fund instead sold its US$500,000 in the official market, it could later repatriate coupons and principal through the official market, up to the amounts collected, at the official rate of the day [the official rate on 23 October 2026 is not in the sources; ]. The choice of entry route is therefore a choice of exit route.

Step 7: side effects. If the fund (as a non resident client that is not a resident individual) ever wants official market access for any other purpose, the BCRA 90 day statements look back at its securities sales for foreign currency (FX rules, points 3.16.3.1 and 3.16.3.2); CCL exits would block official access for 90 days. Point 3.16.3.5 iv) excludes from the statement "las repatriaciones de inversiones de portafolio de no residentes cursadas en el marco de lo dispuesto en el punto 3.13.1.12", but the portfolio repatriation route is now numbered 3.13.1.13 (3.13.1.12 is the RIGI vehicle repatriation) (unconfirmed).

Cost to do it (this example): brokerage about 1% of the amount over the round trip of entry and exit legs at the assumed 0.25% per leg [assumption]; no CNV fee for the investor; Argentine income tax 0 if the exemption conditions hold; time: entry 1 to 2 days after account opening; account opening and CDI 1 to 4 weeks (unconfirmed); final exit at least 5 trading days because of the cap.

Practical traps

1. There is no official consolidated text. RG 622/2013 published the 2013 rules; every later resolution says "agréguese al texto de las NORMAS". Practitioners rely on the CNV's web compilation. Always read the latest resolution that touched the article you rely on: the medium impact cap, for example, was UVA 7,000,000 in December 2025 and UVA 15,000,000 from April 2026 (RG 1095/2025; RG 1125/2026).
2. Article numbers moved. RG 1095/2025 renumbered Title II. Older documents citing "Section VIII of Chapter V" or the "PyME CNV Garantizada regime" as a standalone regime refer to the pre 2025 structure.
3. The PyME CNV regime is for qualified investors only. Chapter VI, art. 11 is categorical. If an SME wants retail money, it needs a guarantee (art. 74), the crowdfunding modality (arts. 144 to 152) or a general regime issuer status.
4. The SME fee exemption has an exception. SMEs issuing under the medium impact expanded regime pay CNV fees (art. 159).
5. UVA limits are measured at different dates. Low and medium impact: the day before issue, BCRA Com. A 3500 rate for dollars (arts. 65, 83). PyME CNV: the UVA of the calculation date (Chapter VI, art. 4) and the A 3500 rate of the business day before (art. 27). A peso issue sized at the limit in one week may breach it the next if the UVA moves.
6. Aggregation runs backward 12 months from the last issue under the same regime, and reissue is allowed only after amortisation (arts. 66 and 84). Track every series.
7. Tax benefits depend on use of proceeds. If the issuer cannot prove application of funds under art. 36, it pays the investors' tax at the maximum rate (Law 23.576 art. 38). Working capital must be proved within one year in the automatic regime (art. 70(3)).
8. Dollar ONs are not exempt from personal assets tax for resident individuals. Only peso ONs complying with art. 36 are (Law 23.966 arts. 21 i) and 21 bis). Investors compare yields after this tax.
9. Local dollar ONs need full liquidation of proceeds in the official market for the issuer to buy dollars later to pay them (FX rules, point 3.6.1.3). An issuer that keeps subscription dollars unconverted may have to pay its own ON with dollars bought elsewhere, with the cross restrictions that brings.
10. Minimum terms for FX payment of principal. 18 months for dollar securities subscribed abroad issued from 16 May 2025 (Com. A 8244); 12 months for local dollar securities of banks from 26 May 2025 (Com. A 8245).
11. Non resident entry route decides the exit. See Example 2.
12. The cross reference in point 3.16.3.5 iv) still points to 3.13.1.12 after renumbering. Do not rely on it without the bank's written view.
13. Private offers lose the ON tax package. Law 23.576 art. 36(1) requires a CNV authorised public offer.
14. SAS issuers. Law 23.576 art. 1 does not list the SAS (unconfirmed). If the issuer is an SAS, check before planning an ON; converting to an SA is covered in SA and SAU.
15. Placement agents' own bids. RG 1169/2026 added conflict of interest rules for agents bidding for their own account; check before allocating to affiliates.
16. Legal counsel risk factor. If the agents rely on the issuer's lawyers only, the prospectus must say so (Chapter IX, art. 5, RG 1149/2026). Budget for independent counsel if you want to avoid the disclosure.
17. Fee arrears block all issues. An unpaid fee stops any new issue under any regime (arts. 75(2), 97(2)) and EF status (art. 33(6)).

Recent changes

• 18 Dec 2025, RG 1095/2025. Title II rewritten; VCP, cooperatives, project financing regimes eliminated; PyME CNV Garantizada merged into low impact automatic regime with UVA 20,000,000 cap; guarantee entities list abolished; IFRS reconciliation relief; up to 5 co issuers per programme.
• 7 and 9 Jan 2026, MECON Res. 1/2026 and RG 1103/2026. New CNV fee tables; EF registration and ratification fees removed; certificate of good standing fee ARS 87,000; 2026 annual fees paid 3 to 9 February 2026.
• 23 Feb 2026, RG 1110/2026. Rules for issuers moving from the general regime to lighter regimes (for example SMEs or family companies), recognising the move from IFRS to Argentine GAAP and to qualified investor trading (recitals) (unconfirmed).
• 6 Mar 2026, RG 1117/2026. Retail investors admitted to low and medium impact ONs of general regime issuers.
• 13 Mar 2026, RG 1119/2026. EF offer period reducible to 1 business day (minimum 5 hours).
• 7 Apr 2026, RG 1125/2026. Crowdfunding modality for automatic regimes; medium impact cap to UVA 15,000,000; medium impact shares UVA 15,000,000 per issue and UVA 30,000,000 lifetime (art. 113); qualified investor test UVA 350,000 including virtual assets.
• 1 Jun 2026, RG 1142/2026. CEDEAR and CEVA rewritten; issuers limited to banks, large trustees, large FCI managers and central depositaries.
• 11 Jun 2026, RG 1145/2026 to 1149/2026. Medium impact expanded regime up to UVA 100,000,000; automatic regimes for FCIs and trusts; no prior CNV approval for programme changes, EF and SME series; SME series minimum term 30 days.
• 6 Aug 2026, RG 1159/2026 and 23 Sep 2026, RG 1169/2026. Trust automatic regimes updated; primary placement conduct and transparency rules.

Pending changes

1. Consolidated text. No official consolidated N.T. 2013 text was available for download; this page reconstructs it from resolutions (unconfirmed).
2. RG 1169/2026 operative articles on placement (bidder identification, agents' own account, CNV real time access) were read only through the recitals for this page.
3. Status of the 180 day stay for non resident portfolio repatriation (Com. A 8230 point 3 (iii)), absent from the current FX ordered text.
4. Cross reference error in FX point 3.16.3.5 iv).
5. CNV consultations in progress. The CNV index lists public consultations in 2026 including RG 1171/2026 (material events, Title XII) (BO date not checked) (unconfirmed).
6. CDI and CIE procedure for foreign investors (AFIP RG 3986/2017) not downloaded.
7. Personal assets tax on non resident holders of ONs (substitute taxpayer regime) not reviewed.

FAQ

1. Can a foreign company raise money from Argentine investors without setting up a local company? Yes, in three ways: a branch registered under art. 118 of the General Companies Law can issue ONs (Law 23.576 art. 1); a foreign issuer can enter the public offering regime on the same terms as local issuers, proving a branch or permanent representation (Title II, Chapter VIII, art. 1); and a foreign company already listed abroad can use the dual listing regime without registering under arts. 118 or 123 (RG 1020/2024). An offer with no "sufficient contact" with Argentina is outside the CNV altogether (Title XX, art. 19).

2. What is the cheapest legal way for an SME to issue bonds to the public? A guaranteed ON under the low impact automatic regime: no CNV approval, no prospectus review, no CNV fees for PyME CNV issuers, open to retail because of the guarantee, up to UVA 20,000,000 (Title II, Chapter V, arts. 64, 74, 75). The guarantee commission is the main extra cost (Example 1).

3. Do I need a credit rating? Not as a general rule for the automatic regimes; the guarantor's rating must be current and not older than 90 days for guaranteed issues (art. 74(3)). Where the issuer has a rating, its ID is filed after placement (art. 30(4)). Institutional investors may require ratings under their own rules (unconfirmed).

4. Are ON interest payments subject to withholding tax for foreign investors? No, if the ON meets Law 23.576 art. 36 and the investor is not resident in, and its funds do not come from, a non cooperative jurisdiction (ITL art. 26 u), fourth paragraph).

5. Are ON interest payments taxed for Argentine individuals? No: interest and gains on art. 36 ONs are exempt for resident individuals (ITL art. 26 h), restoring Law 23.576 art. 36 bis). Peso ONs are also exempt from personal assets tax; dollar ONs are not (Law 23.966 arts. 21 i) and 21 bis).

6. Can an SRL issue ONs? Yes; Law 27.440 added SRLs to art. 1 of Law 23.576. Under the PyME CNV regime an SRL need not have a statutory auditor (Chapter VI, art. 7).

7. How long does CNV approval take? For automatic regimes there is no approval. For programmes, they are deemed approved if the CNV raises no objection within 10 business days of filing or of answering (Chapter V, art. 29). The statutory backstop is 30 business days plus the prompt dispatch mechanism (Law 26.831 art. 84). SME series and EF series need no prior approval since June 2026 (RG 1149/2026).

8. Who counts as a qualified investor? Public sector entities, international organisations, banks, FCIs, publicly offered trusts, insurers, SGRs, CNV agents for own account, individuals registered as qualified in the CNV registry of suitable persons, and resident individuals or Argentine companies with at least UVA 350,000 in securities, bank deposits (in Argentina or abroad) or virtual assets (Title I, art. 2, as amended by RG 1125/2026 and RG 1145/2026). Foreign investors outside these categories should check with the broker (unconfirmed).

9. Can a foreign investor buy Argentine ONs with dollars and get dollars back? Yes. Either through the official FX market, with exit guaranteed without BCRA approval if the entry was liquidated in the official market from 21 April 2025 (FX rules, point 3.13.1.13), or through CCL, with a 1 business day hold and an ARS 200,000,000 daily cap (CNV Title XVIII, Chapter V, arts. 2 and 6 ter). See Example 2 and Dólar MEP and CCL.

10. What happens if the issuer does not use the money as promised? The tax benefits fall and the issuer becomes liable for the tax its investors would have paid, at the maximum rate (Law 23.576 art. 38). CNV sanctions may also apply (Law 26.831 art. 132).

11. Is crowdfunding a real option for a startup? Yes, within limits: through a registered platform, by shares, convertible loans or trust participations, up to UVA 1,500,000 per project per year (Law 27.349 art. 24; Title XIV, Chapter I, art. 45), or by ONs or shares through the crowdfunding modality of the automatic regimes, with per investor caps (Title II, Chapter V, art. 148).

12. What does a CEDEAR programme cost? At least UVA 8,000 per programme (ARS 16,463,920; US$10,527.48) or 0.05% of the underlying, whichever is higher, plus ARS 468,000 a year per programme (MECON Res. 1/2026). Only banks, large trustees, large FCI managers and central depositaries may issue them (RG 1142/2026).

Primary sources

• Law 26.831, Capital Markets Law, updated text
• Norms amending or complementing Law 26.831 (Infoleg list)
• Law 23.576, Negotiable Obligations, updated text
• Law 27.440, Productive Financing
• Decree 471/2018
• Law 24.083, Mutual Funds, updated text
• Law 27.349, Title II crowdfunding
• Law 27.739
• RG 1095/2025
• RG 1103/2026
• RG 1110/2026
• RG 1117/2026
• RG 1119/2026
• RG 1125/2026
• RG 1127/2026
• RG 1128/2026
• RG 1129/2026
• RG 1142/2026
• RG 1145/2026
• RG 1146/2026
• RG 1147/2026
• RG 1148/2026
• RG 1149/2026
• RG 1159/2026
• RG 1169/2026
• RG 1088/2025
• RG 1083/2025
• RG 1070/2025
• RG 1063/2025
• RG 1062/2025
• RG 1059/2025
• RG 1047/2025
• RG 1030/2024
• RG 1020/2024
• RG 1016/2024
• RG 986/2023
• RG 942/2022
• RG 940/2022
• RG 930/2022
• RG 901/2021
• CNV list of general resolutions (index used for numbers and dates)
• CNV fees page
• MECON Res. 1/2026 (BO 7 Jan 2026), Annexes I and II as image files in Infoleg
• MECON Res. 1418/2024 (BO 24 Dec 2024)
• Exterior y Cambios, ordered text at 14 Sep 2026 (points 2.5, 3.5, 3.6, 3.13.1.13, 3.16.3, 4.3, 5.7.3)
• Com. A 8230
• Com. A 8244
• Com. A 8245
• Com. A 8307

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