Real estate trusts: the CNV makes the regime more flexible and clarifies the PyME CNVconcept

New CNV regulation: greater flexibility for real estate trusts and key clarifications on PyME CNV

The CNV published General Resolution 1105/2026, which introduces significant amendments to the Regulations (N.T. 2013, as amended), with a direct impact on real estate financing and on the use of financial trusts as capital market vehicles.

The central focus of the regulation is to make the regulatory framework applicable to certain trusts linked to the real estate sector more flexible, without sacrificing standards of transparency or investor protection.

Main Developments

Global Programs for real estate financial trusts

Under certain circumstances, an exemption from the requirement to identify the settlors at the time of establishing a Global Program is allowed. This applies when:

  • The program is intended exclusively for real estate financial trusts, or

  • The underlying asset consists of mortgages, divisible mortgages, mortgage notes, mortgage loans, or other similar instruments.

In these cases, the Prospectus must clearly define the purpose of the trust and/or the nature of the underlying asset, and the identification of the settlors will be carried out at the time each individual trust is created.

The objective is clear: to reduce structuring time and costs, facilitate serial and recurring issuances, and allow more dynamic participation by different settlors, thereby promoting the channeling of savings into the real estate sector.

Boost to the transfer of mortgage loans to the capital markets

The CNV strengthens a more flexible regulatory framework for structures based on mortgage assets, seeking to expand financing alternatives and enhance loan origination, a key factor for the development of the real estate market.

New Definition of PyME CNV

The definition is updated to provide greater regulatory clarity, covering:

  • PyME issuers that access the market through shares or negotiable obligations, and

  • Entities linked to Collective Investment Products that hold a valid MiPyME Certificate, provided they are not subject to the restrictions set forth in the Regulations.

This adjustment does not modify requirements or limits, but organizes and clarifies the scope of the PyME CNV concept within the regime.

In Summary

GR 1105/2026 aims to balance operational flexibility with investor protection, promoting more agile instruments for real estate financing and strengthening the role of the capital markets as a channel for productive investment. A technical regulation, but one with significant practical effects for structurers, trustees, developers, and issuers.