Argentina has introduced a significant shift in how foreign capital enters its economy. New notification requirements for foreign investment screening took effect in early 2025, placing obligations on a broad range of international companies, investment funds, and cross-border acquirers. Failure to comply before the applicable deadline carries material risk – including voidability of the underlying transaction and administrative sanctions.
Argentina's updated investment screening regime requires foreign investors to submit a formal notification to the designated regulatory authority before closing certain acquisitions, securities offerings, and capital contributions that meet defined threshold criteria. The obligation applies to transactions across strategic sectors and to investments that exceed prescribed monetary or ownership thresholds. Non-compliant transactions may be subject to suspension, unwinding, or penalty proceedings under Argentina's investment legislation.
This alert explains what changed, which categories of investor are affected, and the specific steps international companies should take immediately.
What changed and when it took effect
Argentina's investment legislation was amended to introduce a mandatory pre-closing notification mechanism. The reform entered into force in the first quarter of 2025.
Previously, foreign investment registration in Argentina operated largely on a post-closing basis. The new regime shifts that model materially. Certain transactions now require advance notification – and regulatory clearance or confirmation of non-objection – before completion.
The Comisión Nacional de Valores (Argentine Securities and Exchange Commission, CNV) and sector-specific regulators share oversight of the screening process depending on the nature of the transaction. For capital markets transactions – including securities offerings, IPO-related structures, and investment fund subscriptions – the CNV's disclosure obligations and prospectus requirements interact directly with the new screening rules. A transaction that triggers screening review must satisfy both the notification requirement and any applicable listing requirements or prospectus filing obligations before it can proceed.
The reform also extends to indirect investments. An acquisition of a foreign holding company that owns Argentine assets may trigger notification if the Argentine component meets threshold criteria. International counsel and in-house teams should not assume that structuring through offshore vehicles removes the obligation.
For additional context on parallel developments in the Americas region, see our alert on foreign investment screening requirements in the United States, which addresses comparable mechanisms under that jurisdiction's national security review system.
Who is affected and which thresholds apply
The new notification requirement is not universal. It applies when one or more of the following conditions are met.
- The foreign investor acquires a qualifying ownership stake – typically at or above a defined minority threshold – in an Argentine entity operating in a designated strategic sector.
- The transaction involves a securities offering or capital contribution that meets or exceeds the prescribed monetary threshold under investment legislation.
- The target business holds assets in sectors listed as sensitive, which include natural resources, financial infrastructure, telecommunications, and defence-adjacent industries.
- The acquiring entity is controlled by a foreign state or sovereign wealth fund, regardless of deal size.
- The transaction is structured as a series of linked steps that individually fall below thresholds but cumulatively exceed them.
Investment funds – including those structured as closed-end vehicles or managed accounts – are explicitly within scope when they acquire Argentine assets directly or through a local fondo común de inversión (Argentine collective investment vehicle). Practitioners advising on fund structuring in Argentina should review whether existing fund mandates cover the compliance steps now required.
The compliance deadline is tied to the transaction timeline, not a fixed calendar date. Notification must be submitted and acknowledged prior to signing or, in certain cases, prior to any binding commitment. The outer limit for post-submission regulatory review is set by the applicable legislation, with silence treated as non-objection after the prescribed period lapses.
To discuss whether your transaction in Argentina triggers notification obligations, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
International companies with current or planned investment activity in Argentina should act on the following points without delay.
- Audit existing deal pipelines. Review all transactions at letter-of-intent or term-sheet stage. Determine whether the target sector and deal size meet threshold criteria under the new screening rules.
- Update transaction timelines. Build the notification and review period into deal timetables. Closing conditions should be amended to include regulatory clearance or confirmation of non-objection where required.
- Review prospectus and disclosure obligations. For transactions involving a securities offering or listing in Argentina, confirm that the CNV's disclosure obligations are aligned with the screening notification. Both sets of requirements must be satisfied before the offering can proceed.
- Assess indirect exposure. Map any Argentine assets held through offshore structures. Determine whether a change of control at the holding level crosses the notification threshold for the Argentine component.
- Engage local counsel early. The interaction between Argentina's investment legislation, its banking and finance regulatory regime, and the CNV's capital markets rules is layered. Engaging a lawyer in Argentina with cross-border transaction experience – before signing – reduces the risk of a filing gap that delays or voids the deal.
Our capital markets practice in Argentina advises on the full spectrum of regulatory requirements, from pre-notification through to closing and post-investment compliance. For matters that also engage Argentine banking and finance rules, our banking and finance practice in Argentina provides integrated support across both regulatory regimes.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our Americas practice supports international investors, investment funds, and corporate acquirers on capital markets transactions, securities offerings, and investment screening compliance in Argentina and across the region. We combine civil law expertise with common law analytical methods to deliver practical guidance across both systems. The firm's capital markets team includes practitioners with experience advising on prospectus preparation, IPO structuring, listing requirements, and cross-border disclosure obligations in Latin American markets. As a law firm in Argentina-facing matters, we work directly with clients who need results-oriented counsel when regulatory timelines are short and deal risk is high. To discuss your investment screening obligations in Argentina, reach out to info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.