A financial trust is a trust whose trustee is a financial institution or a company authorized by the CNV, and whose beneficiaries are the holders of securities secured by the trust assets (art. 1690 of the Civil and Commercial Code). In Argentina it is the classic tool for financing with loans or future cash flows and, since 2025, it can be tokenized.
If you are going to issue in Argentina, in issuing tokenized securities in Argentina you have the three routes, who maintains the register and how the issuance is prepared with HokenFi.
How a financial trust works
It starts from the general structure of the trust and adds two things: a professional trustee and the issuance of securities that can be offered to the public.
- Settlor. It is the company that transfers the assets: a loan portfolio, card coupons, leasing contracts, future harvests or a property. In exchange, it receives the money paid by investors.
- Financial trustee. It manages the trust assets and issues the securities. In an ordinary trust, any person can be the trustee; in a financial trust, only a financial institution or a company authorized by the CNV.
- Beneficiaries. They are the investors who buy the securities.
The securities are of two types. Debt securities give the right to a payment stream, like a bond, and allow enforcement through executive proceedings. Participation certificates give the right to the residual result of the trust assets and only the trustee can issue them (arts. 1693 and 1694). Classes with different rights can be issued, for example senior debt and subordinated debt, which is paid later and protects the former.
The trust assets are separate from the settlor and the trustee. If they are not enough to pay, there is no bankruptcy but a judicial liquidation (art. 1687). Any decision on that shortfall or on restructuring payments requires the vote of three quarters of the outstanding securities (arts. 1695 and 1696). The contract must set out the issuance conditions and the beneficiaries' decision rules (art. 1692), and the certificates are issued on the basis of a prospectus (art. 1693).
The role of the CNV
When the securities are offered to the public, the National Securities Commission is the regulatory authority and sets the requirements to act as trustee (art. 1691). It develops this in Title V, Chapter IV, of its Rules (N.T. 2013 and amendments):
- The trustee must be registered in the CNV register of financial trustees.
- Each trust needs public offering authorization and a prospectus with the assets, expected cash flows and risks.
- There are automatic authorization regimes, including one for frequent issuances of financial trusts, which shorten the procedure.
- The securities can be traded on markets authorized by the CNV.
For the company, the advantage is that it finances itself against an isolated asset and not against its entire balance sheet. The direct alternative for corporate debt is negotiable obligations.
The CNV tokenization regime
In 2025, the CNV created a regime to represent negotiable securities with distributed ledger technology (Title XXII of its Rules), and it started precisely with financial trusts:
| General Resolution | Official Gazette | What it did |
|---|---|---|
| RG 1069/2025 | 13-Jun-2025 | First stage: debt securities and participation certificates of financial trusts with public offering, and units of closed-end funds, backed by real-world assets. One-year sandbox |
| RG 1081/2025 | 21-Aug-2025 | Second stage: adds shares, corporate bonds and CEDEARs |
| RG 1087/2025 | 23-Oct-2025 | Allows tokenizing securities issued under automatic authorization regimes, including frequent issuances of financial trusts |
| RG 1137/2026 | 4-May-2026 | It only opened the public consultation (participatory rulemaking) for the draft expansion and extension |
| RG 1150/2026 | 11-Jun-2026 | Approves the expansion (ETF units, CEVA of ETPs and more automatic regimes) and extends the sandbox until December 31, 2027 |
How a financial trust is tokenized under this regime, according to the current text:
- The token is an additional representation, not a new security. The security continues to exist in paper or book-entry form and is deposited with a central depository agent in the name of a registered holder (a PSAV, a collective investment product management agent, a depositary company or a full-service ALyC) acting on behalf of investors.
- An entity specialized in distributed ledger generates the tokens, with a standard that guarantees traceability, fungibility and immutability.
- Placement and trading are done in up to five registered PSAVs designated in the issuance documents, with no obligation to list on an authorized market unless exceptions apply. Tokens cannot circulate outside those PSAVs or on decentralized protocols, and smart contracts must block unauthorized transfers.
- Limits to the underlying. It must be composed mainly of real-world assets. Social, green and sustainable securities are excluded, and foreign sovereign debt cannot form part of the underlying asset, except that of MERCOSUR countries and Chile.
- What is issued during the sandbox remains valid after December 31, 2027, even if the regime is not renewed.
For the settlor, the appeal is reaching users of virtual asset platforms with fractional securities and a traceable registry. In exchange, it assumes a time frame, the cost of the technology entity and the registered holder, and liquidity limited to the designated PSAVs. The guide to asset tokenization in Argentina covers the full regime.
The European route: issuing from Spain
The CNV regime is designed for Argentine investors. If the goal is to raise euros, the route is different: a Spanish vehicle company issues shares or bonds that an ERIR registers in a distributed ledger, a figure under article 8 of the Ley 6/2023 developed by the Real Decreto 814/2023. URSUS-3 Capital, A.V. was the first authorized ERIR, in November 2024.
| Aspect | Tokenized financial trust (CNV) | Spanish vehicle company + ERIR |
|---|---|---|
| Vehicle | Segregated assets managed by a financial trustee | Public limited company holding the asset or the loan |
| What is the token | Additional digital representation of a deposited security | The transferable security itself, registered by the ERIR |
| Supervisor | CNV | CNMV; MiFID II and Prospectus Regulation |
| Framework term | Sandbox until 31-Dec-2027 | Permanent |
| Offering document | Prospectus or CNV automatic regime | Prospectus exemption up to 12 million euros from 5-Jun-2026; above that, prospectus with European passport |
| Natural person investor | Argentine, in pesos or dollars | European, in euros |
| MiCA | Not applicable (it is an EU rule) | Not applicable: transferable securities are excluded (art. 2.4 of the Regulation (EU) 2023/1114) |
The two routes can be combined: the local trust keeps the asset and the Spanish company finances it, for example by purchasing its debt securities or through a loan. Before designing it, the current BCRA foreign exchange regulations and the tax treatment of payments between both countries must be reviewed. The hub for Latin American issuers compares this route with that of each country.
Related: securitization vs tokenization.
Does your trust need investors outside Argentina? 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.
Frequently asked questions
What is a financial trust?
It is a trust in which the trustee is a financial institution or a company authorized by the CNV, and the beneficiaries are the holders of securities secured by the trust assets, according to article 1690 of the Civil and Commercial Code. It allows a company to finance itself with an asset isolated from its balance sheet, such as a loan portfolio or future cash flows.
Who can be the trustee of a financial trust?
Only a financial institution or a company specifically authorized by the CNV to act as a financial trustee, registered with its registry. In an ordinary trust, any person can be a trustee, but when the securities are offered to the public, the CNV is the enforcement authority and sets the requirements the trustee must meet.
What is the difference between fiduciary debt securities and participation certificates?
Debt securities give the right to a predetermined payment stream, such as a bond, and can be claimed through executive proceedings. Participation certificates give the right to the residual result of the trust estate and are issued only by the trustee. They can coexist in the same trust, with senior and subordinated classes.
Can a financial trust be tokenized in Argentina?
Yes. RG CNV 1069/2025 allowed the digital representation of securities of publicly offered financial trusts backed by real assets, and RG 1150/2026 extended the sandbox until December 31, 2027. The token is an additional representation of the deposited security and circulates only on up to five registered PSAVs designated in the issuance.
