On June 13, 2025, by means of General Resolution No. 1069/2025 (the “Resolution”), the National Securities Commission (“CNV”) incorporated Title XXII on tokenization to the 2013 N.T. rules. The purpose of the measure is to enable the tokenization through digital representation of certain marketable securities by means of distributed registry technologies (“DRT”) or any other similar technology that guarantees security and complies with the characteristics of nominativity and indubitable identification of the issuer of such marketable security.
The regime applies; (i) to debt securities or certificates of participation of financial trusts with public offering, and (ii) to units of closed-end mutual funds. Provided that they are backed by real world assets or other eligible assets that are not negotiable securities traded in the country’s authorized markets. Provided that they are backed by real world assets or other eligible assets that are not negotiable securities traded in the country’s authorized markets.
Marketable securities with social, green or sustainable characteristics, as well as those issued under public offering regimes with automatic authorization, are expressly excluded from the possibility of tokenization.
The Resolution establishes as common provisions for the additional digital representation of negotiable securities the following most relevant conditions:
(i) the negotiable securities must maintain a traditional form of representation (card or scriptural);
(ii) the marketable securities must be deposited in a specially individualized account with a Central Depository Agent for Negotiable Securities, in the name of registered holders acting on behalf of investors and issuing the tokens. These holders may be Virtual Asset Service Providers (VASPs), Administration Agents or Custody Agents of Collective Investment Products;
(iii) to carry out the digital representation, an entity specialized in distributed registry technology (TRD) or similar, which guarantees high standards of security, traceability and integrity, must be involved. This entity must have proven experience and an adequate organizational structure;
(iv) tokenize tokenized securities do not require listing on authorized markets, but must be traded exclusively through digital platforms or mobile applications managed by up to five registered PSAVs. These must ensure technical interoperability and real-time synchronization to avoid discrepancies between registries; and
(v) it is prohibited that digitally represented securities are transferred outside the platforms of the intervening PSAVs or to decentralized protocols. To this end, smart networks or smart contracts must be used to prevent such unauthorized transactions.
In addition, digitally represented tradable securities must meet the following conditions:
(i) the information must be organized in a blockchain or any other distributed records technology (DRT) or similar technology that guarantees its security, immutability, verifiability, fungibility, fungibility, integrity, transferability and traceability;
(ii) the digital representation of marketable securities shall require that the marketable securities in their traditional form have been previously or simultaneously authorized and issued; and
(iii) the digital representation of the negotiable security shall be done through an entity specialized in DRT or any other similar technology. The entity specialized in DRT shall have recognized prestige, proven experience in the matter and an organizational structure adequate for the purposes of the activity carried out.
The provisions of the Resolution will be tested in a controlled regulatory environment (Sandbox) for one year as from the date of its entry into force. Once the term referred to above has expired, the National Securities Commission will evaluate the convenience of extending its effectiveness, as well as modifying, extending, reducing or terminating the provisions of this regime, by means of the pertinent regulations.