Negotiable obligations (ON) are debt securities issued by Argentine companies to finance themselves in the capital market. They are governed by Law 23.576: the investor lends money in exchange for interest and the return of capital within the agreed terms. Since 2025, the CNV allows them to be represented as tokens within its tokenization regime.
What is an ON and who can issue it
An ON is the Argentine equivalent of a corporate bond. Each issuance sets the amount, currency, rate, term, amortization method, and, if any, guarantees. It can be placed privately or through a public offering authorized by the CNV, and in the latter case it is usually listed on a market to have price and secondary liquidity.
Law 23.576 is from 1988 and has undergone several reforms. After the Productive Financing Law of 2018, ONs can be issued by corporations, limited liability companies, cooperatives, and civil associations incorporated in the country, in addition to branches of foreign corporations. For a simple ON, an ordinary shareholders' meeting decision is generally sufficient, without amending the bylaws, which makes it accessible for medium-sized companies.
Simple ONs and convertible ONs
| Aspect | Simple ON | Convertible ON |
|---|---|---|
| What the investor receives | Interest and return of capital | Interest and the option to convert their credit into shares |
| Who can issue | Any issuer authorized by law | Only corporations |
| Corporate decision | Ordinary shareholders' meeting | Extraordinary shareholders' meeting, except in companies with public offering of their shares |
| Effect for shareholders | None on capital | Potential dilution if the investor converts |
| When it fits | Working capital or investments with predictable cash flow | Growing companies that accept giving up future equity in exchange for a lower rate |
The CNV's SME regime
Small and medium-sized companies have simplified access. The CNV SME regime reduces disclosure requirements, and its Guaranteed SME CNV variant, created by RG 696/2017, allows issuance with even lower requirements as long as the entire issuance is guaranteed by a guarantor entity, such as a mutual guarantee company, a financial institution or a guarantee fund. For the investor, the relevant risk becomes largely that of the guarantor.
Since 2025, the CNV has also enabled public offering regimes with automatic authorization for low- and medium-impact issuances, starting with RG 1047/2025. Under them, authorization is obtained by meeting predefined requirements, without a prior case-by-case review. The amount caps and eligible investors depend on each regime and have been adjusted over time, so it is advisable to review them at the time of issuance.
How a company issues, step by step
- Corporate decision. The shareholders' meeting approves the issuance or a program and usually delegates the setting of terms to the board of directors.
- Structuring. With an arranger, usually a bank or a clearing and settlement agent, the amount, currency, rate, term, guarantees and, if applicable, credit rating are defined.
- Choice of regime. General, SME or automatic authorization. The prospectus, periodic reporting and the type of investor that can buy depend on that choice.
- Placement and listing. The placement agents receive offers, the cut-off rate is set and the corporate bond is listed on an authorized market.
- Life of the issuance. Payment of interest and principal amortizations, reporting to holders and compliance with the commitments assumed.
Tokenized corporate bonds: what the CNV allows
A tokenized corporate bond is an ordinary corporate bond whose representation and transfer are recorded on a distributed ledger network. Its legal nature does not change: it remains governed by Ley 23.576 and by public offering rules. The medium changes.
The CNV built the framework in stages. RG 1069/2025, of June 2025, created the tokenization regime in a one-year sandbox, initially focused on financial trusts and closed-end funds with real assets. RG 1081/2025, of August 2025, incorporated corporate bonds, shares and CEDEARs, with functional equivalence to traditional representation and the investor's right to return to it. RG 1150/2026, published in June 2026, extended tokenization to securities issued under automatic authorization regimes and extended the sandbox until December 31, 2027. Virtual asset service providers (VASPs) registered with the CNV participate in the circuit.
The most visible public case so far was not corporate: in September 2025, Ripio announced the tokenization of the AL30 sovereign bond under RG 1081. For corporate bonds, the regime is already enabled; before taking a specific issuance as a reference, it is advisable to read its prospectus and verify under which resolution it was placed. The details of each stage are in the guide to tokenization of assets in Argentina.
The European equivalent: tokenized bonds with ERIR
In Spain, the comparable instrument is the bond issued by a company and represented through distributed ledger technology. The register is kept by an ERIR, an entity created by Article 8 of Ley 6/2023 and developed by Real Decreto 814/2023; the first one, URSUS-3 Capital, A.V., was authorized in November 2024. These securities fall outside MiCA, whose Article 2.4 excludes financial instruments, and are governed by securities regulations.
| Aspect | Tokenized corporate bond (Argentina) | Tokenized bond with ERIR (Spain) |
|---|---|---|
| Legal basis | Ley 23.576 and CNV rules | Spanish corporate and securities regulations, Ley 6/2023 |
| Supervisor | CNV | CNMV |
| Token registration | Tokenization regime in sandbox until the end of 2027 | Authorized ERIR, under a stable legal regime |
| Offering document | Prospectus or simplified regime, as applicable | Prospectus exemption up to 12 million euros as of 5 June 2026; above that, prospectus with European passport |
| Individual investor | Argentine, in pesos or dollars | European, in euros |
The choice depends on where the investors are. An Argentine company that finances itself with local savings has a proven tool in the corporate bond, tokenized or not. If the goal is to raise funds in euros, the route goes through a European special purpose vehicle and an issuance registered with an ERIR, as explained in the guide to tokenization of debt and bonds in Spain.
Frequently asked questions
What is the difference between a plain corporate bond and a convertible one?
A plain negotiable obligation pays interest and repays the principal. The convertible one also gives the investor the option to convert their credit into shares of the company. That is why only corporations can issue it, it generally requires an extraordinary shareholders' meeting, and it entails potential dilution for current shareholders if holders decide to convert.
Can an SME issue negotiable obligations?
Yes. The CNV has an SME regime with reduced disclosure requirements and the SME CNV Guaranteed variant, in which the issuance is fully backed by a guarantee entity, such as a mutual guarantee company. There are also automatic authorization regimes for low- and medium-impact issuances, with amount caps.
What is a tokenized negotiable obligation?
It is a negotiable obligation whose representation and transfer are recorded on a distributed ledger network. It retains its legal nature and continues to be governed by Ley 23.576. The CNV incorporated it into its tokenization regime in August 2025 with RG 1081/2025, and the sandbox is extended until December 31, 2027.
Related: tokenized financial trust.
Is your company considering issuing tokenized debt for European investors? Take the issuance diagnostic (2 min) or request a proposal.
This content is informative and educational. It does not constitute legal, tax, or investment advice. Check the current version of each regulation in the BOE and on EUR-Lex.
HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.
