The CNV simplifies capital market transparency rules

The National Securities Commission (CNV) approved General Resolution 1162/2026, published in the Official Gazette of the Argentine Republic on August 20, 2026, which fully replaces Title XII of the Rules (N.T. 2013 and mod.), dedicated to transparency in the field of public offerings. The measure, signed in the City of Buenos Aires on August 19, was subscribed by Manuel Ignacio Calderón, Laura Inés Herbon, and Roberto Emilio Silva, and processed under File No. EX-2026-77063680-APN-GGCPI#CNV.

The regulation is issued in exercise of the powers conferred by articles 19, subsections d), g), h), k) and y), and 99 of the Capital Markets Law, for which the CNV is the application and control authority. It is also framed within Decree No. 891/2017, which approved the simplification best practices for the National Public Sector, and Decree No. 90/2025, which ordered a regulatory survey to repeal obsolete provisions, with the Ministry of Deregulation and State Transformation as the application authority.

Changes in Thresholds and Deadlines

The reform flexibilizes information thresholds and concentrates the regime on events of greater economic relevance. The percentages that trigger the obligation to report are increased from TEN PERCENT (10%) to FIFTEEN PERCENT (15%), and certain deadlines for complying with information obligations are extended from TEN (10) to FIFTEEN (15) business days.

• Disposal of fixed assets exceeding 15% of the category.
• Losses exceeding 15% of net equity.
• Encumbrance of assets with mortgages or pledges exceeding 15% of net equity.
• Guarantees and sureties that collectively exceed 15% of net equity.
• Layoffs representing 10% of personnel within a six-month period.

Regime of Relevant Events and New Scenarios

The regime of Relevant Events (HR) is updated, adapting the scenarios to current practice and considering new cases linked to the payment capacity of negotiable securities. Annual and interim EECC or EEFF (Accounting Statements or Financial Statements) are expressly incorporated as the calculation basis, and scenarios relating to CEDEAR and CEVA are added, such as corporate events of the underlying asset, trading suspensions, and substantial risk modifications.

Certain information duties are also limited to issuers that make public offerings of shares, such as contracts that restrict the distribution of profits or the powers of corporate bodies. The reporting regime regarding the independence of members of administration and oversight bodies is simplified, and the shareholding regime is delimited to issuers with public offerings of shares, unifying the submission mechanisms through the AIF.

Suitability Examination and Conduct Contrary to Transparency

The suitability exam regime and its registration are updated, incorporating an accreditation mechanism based on professional trajectory in the capital markets, the publication of questions and answers, and the specification of the validity period of the approval. The duties of confidentiality and collaboration provided for in Articles 102 and 103 of the Capital Markets Law are reinforced, extending the duty of confidentiality to issuers, underwriters, and other agents involved in primary offerings.

Regarding conduct contrary to transparency, a prohibition on intervening in operations when the person is in a conflict of interest situation is incorporated, in line with Article 117, subsection a) of the law. The resolution enters into force as of the day following its publication in the Official Gazette.

Source: Official Gazette of the Argentine Republic, August 20, 2026, First Section, p. 1 (official reference: RESGC-2026-1162-APN-DIR#CNV).