[Last updated: 1 January 2024, unless otherwise noted]
Foreign companies wishing to issue securities on the Argentine Stock Exchanges and Markets (Bolsas y Mercados Argentinos) (BYMA) must comply with the same requirements applicable to local issuers. When submitting a request to participate in a public offering, such companies are required to prove that they are not subject to any legal restriction or prohibition imposed by their country of incorporation.
In addition, foreign issuers should evidence that:
- They have one or more branches and/or permanent establishments in Argentina.
- They own non-current assets in other companies.
- They have fixed assets in the country of incorporation of the company.
The BYMA was formed as a result of the spin off from MERVAL to create a new market alongside the Buenos Aires Stock Exchange (BCBA).
[Last updated: 1 January 2024, unless otherwise noted]
To apply for a primary or secondary listing, foreign entities must provide the following documents:
- Certified copy of the by-laws of the company and their subsequent amendments, if any.
- Certified copies of all legal provisions applicable to the company in its country of incorporation.
- Professional legal opinion signed by an attorney in the country of incorporation certifying that the company is not subject to any legal restriction or prohibition.
- Financial statements of the company corresponding to the last fiscal year, duly approved by the company. If the applicable law of the country of incorporation does not require the preparation of financial statements, supplementary documentation may be requested by the CNV.
- Prospectus using a template provided by the CNV.
In addition, foreign entities must meet the following requirements:
- Have a permanent establishment in Argentina.
- Indicate if the company makes public offering of its securities abroad and, if so, indicate the applicable requirements that must be met in such countries.
All documentation to be filed with the CNV must be submitted in compliance with the requirements of legal authentication of the country of incorporation, and should have the corresponding apostille (Hague Convention 1961) or be legalized by the corresponding Ministry of Foreign Affairs. Additionally all documentation must be translated into Spanish by a sworn public translator.
Special regimes and exemptions
Collaboration agreements. The CNV may agree to lesser requirements for foreign companies authorized to offer their securities to the public in: (i) countries which have entered into a cooperation agreement with Argentina; or (ii) countries whose regulations are considered by the CNV to reasonably protect local investors and ensure an adequate information regime.
Small and medium enterprises (SMEs). The CNV has a simplified regime for SMEs. The securities included in this regime may only be acquired by qualified investors.
Financial statements. 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.
Accounting standards. The CNV does not require any specific accounting/auditing standards.
Operating history. The CNV does not require any specific time period.
Management continuity. The CNV does not require any specific period of continuity of management.
[Last updated: 1 January 2024, unless otherwise noted]
The following is a fairly typical process and timetable for a listing of a foreign issuer on the BYMA and registering with the CNV:
[Last updated: 1 January 2024, unless otherwise noted]
Local regulations regarding corporate governance for issuers seeking to list on the BYMA are the same for domestic and foreign companies. Consequently, there are no additional listing requirements (either pre-IPO or post-IPO) that either type of company must comply with.
Periodic reporting
Following the initial listing, entities making a public offering of their securities are required to submit financial and corporate documentation to the CNV on an annual basis.
The CNV may require the entities to provide notice of material corporate developments (e.g., acquisitions, annual meetings, declaration of dividends, change of line of business, etc.) and/or to submit the above-mentioned documentation on a quarterly basis.
In addition, companies making a public offering of their securities in foreign markets must make available to local investors all information that may be required by said markets or their regulatory authorities.
[Last updated: 1 January 2024, unless otherwise noted]
Companies wishing to make a public offering of their securities must pay to the CNV an initial fee (aranceles de autorización) of 0.05% of the total amount issued. In addition, an audit fee of ARS 300,000 (US$360) must be paid annually.
Annual fees are also payable to the BYMA, to be paid quarterly and calculated using a formula that combines a fixed scale of fees based on the corporate capital of the relevant company, with an additional percentage amount (different for each range) over the exceeding minimum corporate capital amount of the corresponding range of the scale. The current scale of fees ranges from US$0.56 to US$40 (though this is expected to be revised imminently).