Tokenization with Rules: Argentina's CNV Enters the Game and Sets Clear Standards

Tokenization with Rules: Argentina's CNV Enters the Game and Sets Clear Standards

With General Resolution CNV 1069/2025, Argentina takes a decisive step toward modernizing its financial markets by introducing, for the first time, a legal framework specifically designed for the tokenization of publicly offered securities. This regulation establishes a defined regime for the digital representation of certain securities via distributed ledger technologies ("DLT"), such as blockchain. While it represents significant progress toward modernizing capital markets and promoting financial inclusion, it also introduces considerable legal challenges for token issuers, who must navigate a demanding and still-developing regulatory landscape.

What can be tokenized under this new regime? Only instruments firmly grounded in the real economy: real-world assets such as debt securities, financial trust certificates, and closed-end mutual funds. Volatile crypto assets or socially/green/sustainably labeled instruments are expressly excluded. This selectivity seeks to ensure stability during the regime's pilot phase, but it simultaneously narrows the scope for innovation among those looking to explore more disruptive structures.

From a legal standpoint, the first hurdle issuers face is bureaucratic: the CNV requires two separate authorizations -- one for the traditional (paper-based or electronic) offering of the security, and another for its digital representation. This dual requirement increases legal costs and documentation burdens for issuers, who must also anticipate and disclose in the issuance document all technological, operational, and legal elements associated with the tokenization.

The regulatory structure involves several key actors: registered holders (those listed as holders with the Central Securities Depository, or ADCVN), Virtual Asset Service Providers (PSAVs), and specialized DLT entities, responsible for developing the digital representation system. This network of intermediaries demands precise coordination and introduces uncertainty regarding the allocation of responsibilities -- especially in cases of non-compliance or conflicts of interest.

The issuance document is no longer a mere formality -- it serves as the legal blueprint of the entire tokenized ecosystem. Contractually, issuers must detail a wide range of matters: the technology used, traceability and security mechanisms, voting procedures, the possibility of converting the token back to its traditional form, the liability framework surrounding the DLT entity, and the terms for interest or dividend payments. The lack of standardization in these documents poses both legal and operational risks that must be managed through clear clauses and crisis-prevention provisions.

In terms of anti-money laundering (AML) and investor protection, the CNV has taken a firm stance: PSAVs must implement stringent controls and report suspicious transactions. Additionally, marketing communications must be understandable and free from technical jargon that could prevent non-specialist investors from properly evaluating the instrument. However, these requirements may pose complications when interacting with DeFi distribution models or international platforms that lack KYC procedures.

The regulation's mandatory interoperability between PSAVs also raises challenges related to IT law and technical compliance. The requirement for real-time synchronization and functional equivalence between platforms demands the implementation of integration standards that ensure data accuracy, security, and auditability. If synchronization fails or discrepancies arise between the digital and traditional registers, both issuers and PSAVs may face legal liabilities for contractual breaches or investor harm, elevating the scheme's operational risk profile.

Article 22 sends a clear warning: if something goes wrong with the DLT technology, someone must be held accountable. And unless otherwise specified in the issuance document, that someone will be the issuer. This provision mandates that the document clearly identify who is liable to the investing public for the actions of the DLT provider. It requires issuers to negotiate, document, and define the scope and limits of such liability -- especially considering that many of these providers are foreign entities, raising additional questions of jurisdiction and applicable law.

Article 23, for its part, imposes on PSAVs operational responsibilities including custody, management, dispute resolution, and investor protection. This places them in a role similar to traditional financial intermediaries, without necessarily having equivalent levels of regulatory oversight, training, or infrastructure. This asymmetry could lead to legal controversies and doubts about the adequacy of the asset segregation and internal control systems in place. The regulation also requires PSAVs to establish specific mechanisms for handling claims and resolving disputes, which demands careful and thorough planning from the outset, both legally and operationally.

Token issuers in Argentina now operate in a legal environment that -- while pioneering and formal -- requires meticulous legal planning. Adapting contracts, internal processes, governance structures, and compliance systems is no longer optional. The sustainability of this ecosystem will depend on legal clarity, regulatory flexibility, and the institutional capacity to keep pace with technological evolution through agile and well-founded legal responses.

References

CNV, RG final (1st stage) Tokenization regime for real-world assets.

Official Gazette of the Argentine Republic, General Resolution 1069/2025.

EY, Regulatory framework for the tokenization of marketable securities.

CNV, General Resolution 1069/2025.

CNV, Regulations (N.T. 2013 and mod.), Titles XI and XIV on AML and transparency.