The Argentine Securities Commission issued General Resolution No. 622 which implements Securities Law No. 26,831.
General Resolution No. 622 of the Argentine Securities Commission (Comisión Nacional de Valores, the “CNV”), issued on September 5, 2013 and published in the Official Gazette on September 9, 2013, establishes a new set of consolidated rules of the CNV (text as rearranged in 2013, the previous one dated back to 2001) (the “New CNV Regulations”). Among other changes, the New CNV Regulations modify Trustee categories.
Chapter IV on “Financial Trusts” of Title V of the New CNV Regulations makes changes to the “Collective Investment Products” regime previously in effect. Among others, it redenominates Trustees as Management Agents for Collective Investment Products.
- Categories of Trustees
The New CNV Regulations provides two categories of trusts: (i) the “Financial” and (ii) “Non-Financial” trustees. The previous consolidated text only referred to Financial Trusts.
The New CNV Regulations regulates Non-Financial Trust, referring to Article 5 of Law No. 24,441 (the "Argentine Trust Law") which stipulates that “only authorized financial institutions and companies that are authorized by the CNV are entitled to offer their trustee services to the public, as the CNV is the agency that will establish the requirements to be complied with”.
As a result of the above, two registries are created; one for “Financial” Trustees and the other for “Non-Financial” Trustees, which are no longer referred to as “Ordinary Public Trustees” (please see “Financial Trust – Ordinary Public Trustees” published in Marval News # 92 on March 31, 2010).
The New CNV Regulations stipulates identical registration requirements for both categories of trustees.
The New CNV Regulations also changes who may act as trustees, both Financial and Non-Financial, without distinction. In this regard the New CNV Regulations establishes that the only persons entitled to act as trustees are: (i) financial institutions authorized by the Financial Institutions Law No. 21,526 and its implementing regulations, and (ii) companies incorporated in Argentina. Hence, the New CNV Regulations has limited the possibility to act as a Trustee for: (i) depository entities authorized by Law No. 20,643 and its implementing regulations, (ii) local branches (except for financial institutions), and (iii) the bondholders’ representative contemplated by Article 13 of Law No. 23.576, which is a substantial difference from the previous regime.
- Financial Institutions
Another particularity of the New CNV Regulations is that financial institutions must register at the CNV and comply with the filing requirements established by the regulations, thus being subject to the accounting report system and corporate control under the CNV’s supervision.
- Transitional Provisions
The New CNV Regulations provides that Financial and Non-Financial Trustees that have been authorized to operate prior to the publication thereof, shall be automatically registered with the CNV in the respective trustee register on a temporary basis, having to obtain definitive registration at the respective register before March 1, 2014, complying with all the requirements, with the exception of the minimum capital requirements that have a longer period.
General Resolution No. 622 is effective as from September 18, 2013.