Change of public offering regime for shares

The National Securities Commission (CNV) issued General Resolution No. 1104/2026, through which a draft regulation on the change of public offering regime for issuers with authorized shares is submitted to public consultation.

The initiative aims to specifically regulate the transition from the General Public Offering Regime to special regimes with reduced requirements, as well as the reverse process, incorporating clear and predictable rules for issuers and investors.

Background and Rationale

The CNV acknowledges that certain issuers—particularly SMEs, family-owned companies, or companies with low liquidity—face regulatory costs and burdens that may be disproportionate to their size and characteristics. At the same time, the regulator notes that reducing disclosure requirements has a direct impact on shareholders’ rights, especially those of minority shareholders.

Within this framework, the draft seeks to reconcile regulatory flexibility with an adequate level of investor protection.

Main Guidelines of the Draft

  • Section XIV “Change of Regime” is added to Chapter V of Title II of the CNV Rules (N.T. 2013, as amended).

  • A change from the General Regime to a special regime is considered a substantial modification of rights, as it may entail:

    • Lower market disclosure requirements.

    • The replacement of financial statements prepared under IFRS with those prepared under local accounting standards (NCPA).

    • Restrictions on the universe of parties authorized to trade the securities, such as limiting trading to Qualified Investors.

  • For issuers with shares in public offering, the change of regime is subject, as a prior condition, to the completion of a Tender Offer (OPA), in accordance with Article 97 of the Capital Markets Law.

  • A specific change-of-regime procedure is established, including corporate approvals, disclosure requirements, and defined timelines, aimed at providing predictability and legal certainty.

  • The possibility is expressly предусмотрed for issuers currently under special regimes to voluntarily migrate to a regime with more stringent requirements.

Public Consultation

General Resolution No. 1104/2026 triggers the Participatory Rulemaking Process provided for in Decree No. 1172/2003, inviting the public and market participants to submit opinions and proposals.

The deadline for submissions is 15 business days, through the CNV website (www.argentina.gob.ar/cnv), where the case file and the relevant form are also available.

Conclusion

The proposal represents a significant step toward a more flexible capital markets framework tailored to the diversity of issuers, while maintaining a focus on preserving adequate standards of transparency and investor protection. The public consultation process will be key in shaping the final scope of this new regime.