On July 10, 2025, through General Resolution 1057 (the “Resolution”), the National Securities Commission (the “CNV”) amended the regulations on the simplified regime for accessing the public share offering regime with automatic authorization (General Resolution 1072/2025) for companies whose shares are already listed.
The Resolution eliminates the requirement of unanimity in the waiver of preemptive rights for companies that have accessed the public share offering regime, establishing a series of conditions that simplify the procedure:
- The capital increase through subscription issuance must be resolved by an ordinary or extraordinary shareholders’ meeting, as provided in the issuer’s bylaws.
- The waiver of preemptive rights must be granted by shareholders representing at least 51% of the share capital.
- The waiver must necessarily include all shareholders who exercise direct, indirect, or concerted control over the issuer.
- The meeting approving the capital increase must expressly record the terms of the waiver.
- The issuance must take place within sixty calendar days from the date of the meeting, and this term may be extended up to 120 days.
- The shares of shareholders who waive their preemptive rights must remain blocked until the settlement date of the placement.
- Shareholders who have not waived their preemptive rights must exercise them in accordance with Article 62 bis of Law 26,831 (Capital Markets Law).
- The transferability of shares to be publicly offered under this regime may not be restricted by the issuer’s bylaws.
The Resolution came into effect on July 12, 2025.
