Argentina: Crowdfunding: proposal to modify the applicable regime

 

On February 24, 2022, the National Securities Commission (CNV) issued General Resolution No. 922 through which it submitted a draft resolution to public consultation that seeks to modify the regime of collective financing platforms (PFC).

It should be noted that, on December 29, 2017, the CNV had issued General Resolution No. 717-E/2017, through which it established the implementation and regulation of Collective Financing Systems (commonly known as crowdfunding).

Among the modifications proposed by the draft resolution, the following stand out:

- Those subjects registered as settlement and clearing agents, trading agents and regional representative entities may act as PFCs, who must gather and submit only the necessary documentation that they had not submitted to the CNV due to their previous authorization.

- Collective financing may be carried out through the issuance of securities representing capital, including shares, trust participation certificates or loans convertible into shares.

- Excludes crowdfunding category from i) charitable fundraising, ii) donations, and iii) direct sale of goods and/or services.

- Increases the amount of the minimum integrated and net equity of investments in collective financing projects, which would become 65,350 purchasing value units (UVA) updated by the reference stabilization coefficient (CER).

- Determines the functions of the PFCs, among which are: i) select and publish collective financing projects, ii) establish and exploit communication channels to facilitate the contracting of the Collective Financing System and publicity of collective financing projects (the PFC may not use other communication or advertising channels that have not been previously informed to the CNV); iii) develop communication channels and direct consultation with investors; iv) present the information on each crowdfunding project in accordance with the provisions of the regulations issued by the CNV, and v) prepare and make available the proforma contracts for investors to participate in the crowdfunding projects.

- The PFCs must maintain the historical publication of the financed projects, indicating their status or conclusion.

- The PFCs must foresee mechanisms that verify the appropriate destination of the funds for the investments indicated in the prospectus of the projects.

- The PFC and/or its manager is prohibited from being a trustee of collective financing projects that use a trust as a vehicle for investment. They may use payment service providers regulated and authorized by the Central Bank of the Argentine Republic as a vehicle, provided that it is not a company related to or controlling the PFC.

- The PFC is prohibited from participating in collective financing projects for amounts greater than 20% of the funds required for each project and/or having direct or indirect control of the company or trust whose project requires financing. In case of participating in a project, the PFCs must clarify to potential investors the amount of participation in said project.

- Increases the maximum cumulative issue amount among all the instruments issued over 12 months, which is set at 1,500,000 UVA.

- Increases the percentages of collective financing projects in which i) non-qualified investors, ii) qualified investors and iii) mutual investment funds and financial trusts subject to the Venture Capital Collective Investment Products regime and the Venture Capital Institutions. The project sets these limits at 10% (or 30,000 UVAs, updateable by CER, if this amount is less), 20% and 25% of the subscription amount of each crowdfunding project, respectively.

 

For further information, contact:

 Dr Andrés Willa , Managing Partner

 Estudio Willa, Buenos Aires

 e: awilla@estudiowilla.com

 t: +54 9 11 41872011

 

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