[Last updated: 1 January 2024, unless otherwise noted]

Securities Law No. 26,831 (the Securities Law), along with the general resolutions issued by the CNV, constitute the securities' regulatory framework in Argentina. Any proposed listing must comply with the registration requirements established by the CNV and the Securities Law.

Pursuant to the provisions of the Securities Law, securities may be issued in bearer, in registered or in book-entry forms, and may be denominated in either local or foreign currency. Rates for securities can be fixed or floating and may vary substantially depending on the market conditions and the issuer's creditworthiness.

Argentine corporations, cooperatives, non-profit organizations and branches of foreign corporations can issue different types of securities, provided they comply with the legal requirements of the Securities Law. It is not necessary for their by-laws to expressly contemplate the issuance of securities. Such a decision can be adopted by an ordinary shareholders' meeting, where all necessary powers to approve the terms and conditions regarding the issuance of securities are delegated to the board of directors.

If an entity wishes to offer securities to the public, it must submit a request to the CNV for the purpose of its analysis and approval. Submissions that do not comply with all the documentation requested by the CNV will be rejected. Entities making public offering of their securities in foreign markets are required to submit simultaneously to the CNV all additional information requested by said foreign markets.

The request to make a public offering must be submitted by the legal representative of the issuer or its attorney in fact. The application should include the purpose of the request and any other additional information that may be requested by the CNV.

Entities wishing to make public offerings must submit financial statements for the last three fiscal years, or as from its date of incorporation (if the company was constituted less than three years ago). If the latest financial statement to be filed is older than five months at the filing date, the issuer should also file a special financial statement, which must be prepared within three months of the required filing. Please note that there are no additional financial requirements (profits, revenues, cash flow, market capitalization or assets) that a company must meet in order to qualify to list its securities on the BYMA, nor ongoing financial requirements to be met after the initial listing in order to maintain a listing on the BYMA. Nevertheless, the issuer must provide written notification of any fact or situation that could affect: (i) the development of the business of the issuer; (ii) its financial statements; or (iii) the offering or negotiation of the securities.

As regards any particular length of trading history or any particular length of time in operation, the CNV does not have any requirements or limitations on the same. In addition, there are no ownership requirements specifically applicable to a listing of a foreign company's securities, in terms of holders of a particular nationality or size of individual shareholdings.

There are no corporate governance requirements that a company must meet in order to qualify to list its securities on the BYMA (please refer to Section 5 below). Additionally, there is no requirement specifically to appoint a sponsor or a broker for the listing. However, it is market practice for the issuer to appoint a broker and a law firm experienced in capital markets law in connection with its listing.

Even though a company does not need to conduct any interviews with the CNV, it is good market practice for the representatives of the appointed broker and the law firm to meet several times with the CNV before the listing to discuss the process, organization and timing of all steps before the application for listing is made.

There is no requirement for listed companies to have or maintain a specific minimum number of security holders or to have or maintain a minimum trading price for their securities. In addition, there is no requirement for any shares to be placed into escrow (or otherwise be restrained from being traded, such as through "lock-in" or "lock-up" arrangements) in connection with the listing.

Normally, whilst a company applying for a listing does not need to fulfil any specific free float requirements, it is usual that during the pre-listing stage, the amount of free float is agreed with the CNV representatives in order to allow sufficient liquidity for trading.

There are no restrictions on the currency denomination of securities. The securities to be listed or traded must be freely transferable. There is no specific requirement for securities to be settled within a particular clearing system or registered with a particular share transfer agent.

Normally, a company applying for a listing does not need to obtain a compliance adviser that is established with the CNV. However, it is a usual market practice that both brokers as well as law firms are engaged in this process.