In depth

Relevant aspects of the EC include the following:

• Securities issuers: Eliminates the requirement for certification by statutory auditors, investment bankers, and securities distributors for the submission of prospectuses for securities issuance to the SFC, maintaining certification by the issuer’s legal representative as the sole requirement.
• General aspects of investment and activities of brokerage firms (Sociedades Comisionistas de Bolsa de Valores — SCBVs): (i) Includes a chapter on liquidity providers in Title II of Part III of the Basic Legal Circular (CBJ) of the SFC; (ii) incorporates instructions on recurring securities lending on behalf of third parties through SCBVs as part of Chapter I of Title III of Part III of the CBJ, and defines the parameters under which general investment instructions may be received from clients and executed by the SCBVs for the management of their portfolios without requiring individual orders; and (iii) determines SIAR guidelines for the financing of securities.
• Securities market infrastructure providers: The EC adds Sections 3 and 2 to Chapters I and III — respectively — of Title IV of the CBJ, including rules for the stock exchanges and administrators of trading and registration systems for securities transactions to define in their regulations the mechanism through which they will disclose information on short sales to the market, specifying the main elements of such information.
• Advisory activity: Regarding this matter, the EC reissues Chapter IV of Title II, Part III of CBJ, which governs this activity, highlighting the following key elements:

1. It establishes a category of simple, mass-market products under specific criteria, for which differentiated policies and procedures may be applied in client profiling.
2. It eliminates certain content requirements for advisory policies and excludes real estate collective investment funds from the classification of complex products.
3. It introduces flexibility in the content of policies and procedures for the use of technological tools to conduct advisory activity.

Additionally, the EC amends (i) Section 2 of Chapter V, Title VI, Part III of the CBJ to include the possibility for collective investment funds to be classified as simple, mass-market products; and (ii) Section 1.4 of Chapter III, Title V, Part III of the CBJ to establish that individuals authorized by supervised entities to conduct advisory activities, as well as those affiliated with another legal entity contracted by the supervised entity for such purposes, must be registered in the National Registry of Securities Market Professionals.

Current situation

• Decree 1239 introduced regulatory changes aimed at enhancing capital markets liquidity and investor participation. These include enabling securities financing by brokerage firms, easing requirements for advisory activities, improving market transparency for short selling, and updating rules for liquidity providers among other matters.
• The Decree granted the SFC authority to issue implementing regulations within 12 months, which led to the issuance of this EC.
• The SFC's EC sets a 12-month implementation period from its publication date (2 October 2025). Entities may adopt the measures earlier, provided they notify the SFC at least one month in advance.
• Regulated entities should promptly assess the EC’s impact on their activities, policies, and controls to ensure timely and effective implementation and avoid compliance issues after the deadline.

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