New Regulation on Client Referral and Connection in the Capital Markets – Changes in Corporate Control for Issuers in Santa Fe
Capital Markets Department Report | New Regulation on Client Referral and Connection in the Capital Markets – Changes in Corporate Control for Issuers in Santa Fe.
I. Introduction
Resolution No. 1048 issued by the Argentinian National Securities Commission (“CNV”, for its Spanish acronym), published on January 8, 2025, introduces a comprehensive regulatory framework for the Argentine stock market. This new scheme regulates the participation of various actors, including those not regulated by the CNV, in the referral and connection of investors with regulated entities.
At the same time, the recent adoption by the Province of Santa Fe of National Law No. 22,169 through Provincial Law No. 14,386 delegates the corporate control of public offering companies to the CNV, consolidating regulatory oversight at the national level.
Below, we summarize the main changes introduced by Resolution No. 1048, followed by updates specific to issuers in Santa Fe.
II. Main Changes Introduced by Resolution No. 1048
Negotiation Agents (“AN”, for its Spanish acronym)
Under the framework of agreements, ANs are allowed to:
-Refer clients to Virtual Asset Service Providers (Proveedores de Servicios de Activos Virtuales, or “PSAV”, for its Spanish acronym).
-Receive clients from PSAV.
Settlement and Clearing Agents (Agentes de Liquidación y Compensación, or “ALyC”, for its Spanish acronym)
Within the framework of agreements executed, ALyCs are permitted to:
Refer clients to:
-PSAV.
-Payment Service Providers (Proveedores de Servicios de Pago, or “PSP”, for its Spanish acronym).
-SME (Small and Medium-sized Enterprises) financing platforms.
-Financial entities.
-Other ALyCs.
Receive clients from:
-Certain third parties registered with the CNV who provide advisory, management, brokerage, and/or trading activities.
-Agents linked to the same economic group.
-PSAV.
-Financial entities.
-PSP.
-SME financing platforms.
-Individuals who exclusively refer or connect clients to ALyCs. These individuals will not require CNV authorization provided that:
-The recommendation is ancillary to their primary activity.
-They do not offer, recommend, or promote ALyC services through means considered public offering (Article 2 of Law No. 26,831).
-They do not engage in securities promotion or advisory activities.
Global Investment Advisory Agents (Agentes Asesores Globales de Inversión , or “AAGI”, for its Spanish acronym)
Within the framework of agreements executed, AAGIs are permitted to:
-Refer clients to PSAV.
-Receive clients from PSAV.
Applicable Changes to ANs, ALyCs, and AAGIs
Resolution No. 1048 establishes that referral is permitted within the framework of agreements executed between parties, specifying:
-ANs, ALyCs, and AAGIs will not be held responsible for investment decisions made by clients referred to third parties.
-Agents cannot delegate to third parties tasks inherent to their category, such as opening client accounts.
Advertising, Order Reception, and Client Contact Regulation
Additionally, Resolution No. 1048 incorporates provisions affecting ANs, ALyCs, AAGIs, producing agents (Agentes Productores, or “APs”, for its Spanish acronym), and securities brokerage agents (Agentes de Corretaje de Valores Negociables, or “ACVN”, for its Spanish acronym).
Advertising
Agents may use traditional and digital media for advertising, provided that:
-Only third parties meeting the following criteria are allowed:
Certain registered agents performing CNV-authorized activities.
Agents linked to the same economic group.
PSAV.
Financial entities.
PSP.
SME financing platforms.
-Differentiation between own and third-party services is ensured.
-CNV is informed about third parties involved and the means used, including internet domains and mobile applications.
Order Reception
Agents may use third-party IT tools, provided that:
-They are responsible for any contingencies.
-Clients are offered at least one alternative method.
-For digital reception, PSPs and SME platforms may be used.
-They comply with specific requirements for private communication networks (e.g., instant messaging or email).
Client Contact Methods
Agents must ensure appropriate contact channels for inquiries, notifying the CNV of the modalities employed. PSPs and SME platforms may be used as contact methods.
Deadline for Compliance with Resolution No. 1048
Agents have until March 31, 2025, to implement the provisions of this resolution and properly inform the CNV about the referral, reception, client contact, and dissemination methods used.
III. New Delegation of Corporate Control to the CNV by Santa Fe
In December 2024, the Province of Santa Fe enacted Provincial Law No. 14,386, adopting National Law No. 22,169. This legislation delegates corporate control of public offering companies to the National Securities Commission.
This adoption strengthens CNV oversight by unifying regulatory criteria applicable to companies under its jurisdiction. In practical terms, all companies located in the Province of Santa Fe under the public offering regime will now be directly monitored by the CNV, which must approve registrations before they are submitted to the local public registry.
IV. Conclusion
Resolution No. 1048 establishes an innovative regulatory framework, promoting the connection between investors and different market players. Meanwhile, the Province of Santa Fe’s adoption of National Law No. 22,169 reinforces the centralization and regulatory control of public offering companies by the CNV. For any questions regarding these new regulations, we remain available to assist you.