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Mr Gabriel Gomez-Giglio
Partner
Gabriel Gomez-Giglio leads the Banking & Finance practice in Buenos Aires. In addition to his local responsibilities, he plays a significant role on both regional and global scales. He serves as the Chair of the Latin America Banking & Finance Practice and is a key member of the Global Steering Committee of the Firm’s Financial Institutions Industry Group.
With over 30 years of experience in the market, Gabriel is a seasoned professional who offers strategic counsel to clients on a wide range of commercial issues. His expertise encompasses transactional and regulatory matters, including multinational financial transactions, commercial agreements, and mergers and acquisitions. Gabriel’s profound knowledge and extensive experience make him a trusted advisor in the industry, consistently delivering exceptional value to his clients.
Mr Francisco Fernández Rostello
Partner
Francisco is a partner in the Firm’s Buenos Aires office with over 16 years of transactional experience, both domestically and internationally. He co-leads the M&A group and focuses on talent development in the region. Francisco is a recognized leader in the legal industry, with expertise in Banking & Finance and M&A. Additionally, Francisco is dedicated to the fintech practice, collaborating with global teams to serve multinational clients. His work has earned recognition in publications like Chambers and Partners and Legal 500.
Mr Jeronimo Argonz
Associate
Jeronimo is an associate in Baker McKenzie’s office in Buenos Aires. He is part of the Baking & Finance and Corporate/M&A practice groups, and mainly provides supports to local and international clients of the Financial Institutions industry group. Previously joining BM, he has worked in other top-tier law firms (6 years’ experience) and as an in-house attorney at law for Num Finance.
International Banking Review 2025-2026: Regulatory Shifts, Market Liberalisation, and Investment Opportunities
Introduction
During 2024, Argentina underwent a series of transformations in various regulatory matters, following the direction of the new administration that took office on 10 December 2023. The new government implemented amendments to labor, social security, tax, customs, transport, environmental, administrative and contractual regulations, among others. As to the financial regulatory landscape, there have also been several amendments aimed at fostering a more open market and business-friendly approach.
Furthermore, part of these regulations served to update Argentina to international standards recommended by organizations such as the Financial Action Task Force (FATF), helping the country avoid falling under the “grey list,” which would have undermined its transactional potential. In summary, as will be discussed further below, the developments introduced by the regulator aimed to align Argentina with the current reality of financial services and prepare the grounds for economic recovery.
In particular, the amended foreign exchange control regime and the new framework for the private offering of securities and virtual assets kickstarted new business ventures not seen in previous years. In addition, the creation of a large investments incentive regime, with specific foreign exchange, customs and tax benefits, served to secure investments of USD 200 million or more in strategic sectors such as mining, energy and infrastructure.
Key developments for the Argentine financial regulatory landscape
Foreign exchange controls
On 1 September 2019, the executive power issued Decree No. 609/2019, and the Central Bank of the Argentine Republic (BCRA) issued Communication “A” 6770, reinstating foreign exchange controls (“FX Regime”) applicable to individuals and legal entities residing in Argentina. The main purpose of the FX Regime is to control the inflow and outflow of foreign currency to retain as much foreign currency within the country as possible.
From 2019 to 2023, the FX Regime remained extremely restrictive and required local entities to perform the following actions, among others: (a) comply with several affidavits to access the foreign exchange market (“FX Market”); (b) repatriate and settle proceeds from exported goods and services through the FX Market; (c) refrain from accessing the FX Market if blue chip transactions were conducted (which allow obtaining foreign currency at a higher exchange rate); and (d) obtain prior authorization from the BCRA for the following transactions, among others: (i) the acquisition of foreign currency for saving purposes; (ii) the payment of imports of services to related companies; (iii) the pre-cancelation of imports of goods and services; (iv) the pre-cancelation of capital and interest on financial debts; and (v) the transfer of dividends abroad.
In practice, during 2023, the FX Regime included various requirements that served as barriers for importers to access the FX Market, given the considerable gap between the official exchange rate obtained using the FX Market and the blue chip exchange rate obtained through the securities market. As a result, local importers accrued large amounts of commercial debt with foreign entities.
As soon as the new administration entered into office, several modifications to the FX Regime have been implemented, providing more flexibility for payments of goods and services imported as of 13 December 2023. For debts accrued until 13 December, the BCRA established a mechanism for their cancellation through bonds issued by the BCRA itself.
As part of a larger economic program, the new administration undertook a strong devaluation of the local currency against the United States dollar, from ARS 400 per USD 1 to ARS 800 per USD 1. The current official FX rate is in the order of ARS 1076 per USD 1. Under the current system, the Argentine peso undergoes a monthly devaluation of 1% (crawling peg). This will be maintained until both the official FX rate and the securities market FX rate converge into one.
Regarding payments for imports of goods and services, the local government has also been reducing the applicable payment terms. As a result, payments for imports of goods and services are now performed in a smooth and regular manner.
While the FX Regime remains largely unaltered, many provisions have been amended to allow for the gradual resumption of commercial transactions with foreign entities, along with a progressive but steady recovery of the BCRA’s international reserves. As explained in the introduction, additional amendments (more beneficial) to the FX Regime are expected to occur sometime in 2025, more likely following the local mid-term elections.
Private offering of securities
After 12 years following the enactment of the new Capital Markets Act in Argentina, which allowed the Argentine Securities and Exchange Commission (CNV) to provide a regulatory framework for the private offering of securities, this framework was finally enforced on 19 September 2024. This long-awaited regulation set forth three distinct safe harbors for the private offering of securities in Argentina, applicable to both local and foreign individuals (as opposed to public offerings).
In particular, the general private offering safe harbor allows for extensive promotional activities to be conducted onshore with both qualified and non-qualified investors, provided that the maximum number of prospective investors is observed. Additionally, local broker agents may be engaged to act as local distributors of foreign securities among prospective investors. No registration requirements are included, and information obligations are only triggered reactively, following client requests.
In addition, the safe harbor for offering stock option plans and similar instruments clearly outlines the new administration’s pro-business initiatives. The government implemented a tailor-made regulation that suits multinational incentive programs, which previously fell into the grey area of potential unauthorized public offering. This regulation clarifies the situation for stock option plans, restricted stock units and restricted stock awards, among others. However, a six-month lock-up period is set for securities offered to employees.
Finally, an ambitious safe harbor for the private offering of securities without sufficient contact with Argentina is available. This safe harbor is crafted for entities that have ongoing business in Argentina without a substantial degree of involvement that would trigger mandatory registration or compliance with any of the aforementioned safe harbors. Under this safe harbor, there are no limits regarding the amount or type of investor that may be engaged. Nevertheless, there are limited alternatives for marketing these private securities given their offshore nature.
It is important to note that private offers that do not comply with the safe harbor requirements will not automatically be considered irregular or unauthorized public offers or unauthorized intermediation. Nor will they automatically be subject to any disciplinary sanctions corresponding to the irregular public offer of negotiable securities. These infractions will only be configured if the offer is considered a public offer of negotiable securities as defined and regulated under the securities regime, analyzed on a case-by-case basis. This highlights the new administration’s interest in securing market participants’ engagement in private offerings of securities.
As can be seen, these new regulations provide comfort and clarity regarding private offering rules. Before their enactment, we only had limited legal precedents to deal with this type of project. Having a clear rule of law should allow the market to develop.
Offering of virtual assets
Through the pandemic, virtual asset service providers (VASPs) have consistently increased their market participation in Argentina without a clear regulatory framework. Argentina is one of the countries where virtual
currencies/assets are widely used and accepted. This is mainly because the Argentine peso has been devaluing for a very long time, and it is extremely hard to obtain foreign currency. Therefore, this type of assets have penetrated the market, especially among younger generations.
Unlike other jurisdictions, specific regulations related to virtual assets were not vehemently sought after, given that these assets are allowed in Argentina by principle of law. However, after the turn of the pandemic and in line with the more mature VASP market in Argentina, local VASPs started to demand clear guidelines for their activities. This necessity was met by the FATF’s recommendations for member states to provide a specific framework for virtual assets.
As a result of the above, on 15 March 2024, AML regulations were modified to include VASPs as reporting entities before the Financial Information Unit (UIF) on AML matters and before the CNV for regulatory matters concerning their activities in the country (“VASP Regulations”).
This was a major regulatory development since the VASP Regulations are the first specifically targeted regulations for VASPs (both local and foreign) to conduct their activities in the country. Initially, the VASP Regulations only require VASPs to register with the CNV and abide by certain general parameters established by the CNV and ancillary regulations (mostly related to market transparency and consumer protection).
However, we are aware that the CNV has issued a proposed regulation for VASPs to further expand the VASP Regulations into a thorough framework, ranging from segregation of users’ funds (both fiat currency and virtual assets) to informative regimes and the establishment of a local presence for foreign VASPs. Although these are still proposed regulations and none of them have been passed yet, they are expected to be approved in the near future.
From the UIF standpoint, VASPs are mandated to register as reporting entities and comply with customary AML/ TF and KYC requirements, similar to those applicable to others reporting entities (such as financial institutions and insurance companies). This does not represent major complications for VASPs, although it does require a thorough setup to be implemented in Argentina to comply with reporting obligations. This has led to several concerns from foreign VASPs, especially related to tax contingencies, which remain unanswered by local regulators.
In general terms, the VASP Regulations were welcomed by VASPs (both local and foreign) with a great level of adherence from existing and new market players in Argentina. Nonetheless, expected regulatory debates have opened to sharpen existing and prospective regulations to ensure they meet market expectations and provide solid grounds for the continuous development of this industry. So far, the regulators seem open to debate and willing to allow the virtual asset sector to flourish.
Large Investments Incentive Regime
On 5 July 2024, the new administration enacted Act 27742 on Bases and Starting Points for the Freedom of Argentines, which includes, among other provisions, the incorporation of the Large Investments Incentive Regime (“Regime”) to promote both local and foreign private investments of USD 200 million or more in the forestry, tourism, infrastructure, mining, technology, steel, energy, and oil and gas industries.
To this end, the Regime provides specific benefits in tax, customs and foreign exchange matters to special purpose vehicles (SPVs) used to channel these investments, provided specific requirements are met (such as the mandatory repatriation and settlement of the invested amounts).
Among the benefits, SPVs may enjoy a reduction of the applicable income tax rate to 25%, a reduction of applicable rates on dividend distribution, exemption from local (municipal level) taxes, no mandatory repatriation and settlement of export proceeds related to the project, and no new taxes or tax increases, or more burdensome exchange regulations, will be applied. These benefits will endure for 30 years from the date of admission into the Regime.
So far, eight projects have been presented for admission into the Regime, with one approved in December 2024 for the development of a solar plant through an investment of USD 220 million.
Among the projects filed so far, there are mainly mining incentives related to gold, oil and gas, and lithium minerals. It is expected that the new administration will continue to receive additional requests for admission throughout 2025 and that projects admitted under the Regime will support the BCRA with the recovery of its foreign reserves.
Looking ahead
For the remainder of 2025, it is expected that new regulations will take effect, intensifying the regulatory avalanche of 2024 and reinforcing the grounds for potential sustainable growth in the coming years. Argentina is now experiencing a complete deregulation approach, with the national government trying to lift or eliminate regulations and provide flexibility for particular markets to evolve. In addition, it is expected that the national government will be reduced in both the number of employees and the number of agencies/ authorities.
As economic conditions gradually improve, we anticipate new businesses developing in Argentina, given that most of the regulatory conditions are already in place or will be soon. The “debureaucratization” of many productive sectors, including the financial institutions industry, serves as a silver lining for the landing of foreign investments that may be ready to engage with the local market once the economic front is cleared.
