Province of Cordoba’s Class 4 Bonds Issuance for AR$ 120,000,000,000 (approximately US$ 118,362,654)

Legal counsel to the Province of Córdoba, as issuer, Banco de la Provincia de Córdoba S.A., as arranger and placement agent, and Banco Santander Argentina S.A., Banco de Servicios y Transacciones S.A., Banco de Galicia y Buenos Aires S.A.U., Macro Securities S.A.U., Banco Comafi S.A., Banco Patagonia S.A., Banco de la Nación Argentina, Puente Hnos S.A., Consultatio Investments S.A., Petrini Valores S.A., Becerra Bursátil S.A., Invertir en Bolsa S.A. and S&C Inversiones S.A., as placement agents, in the issuance of Province of Córdoba’s Class 4 Bonds (the “Class 4 Bonds”), under the Province of Cordoba’s Treasury Bonds Issuance Program for up to US$350,000,000. The payments due under the Class 4 Bonds are secured by a collateral assignment over rights of the Province of Córdoba arising from the Federal Tax Regime (Regimen de Coparticipación Federal). The Class 4 Bonds were issued in an aggregate principal amount of AR$ 120,000,000,000 equivalents to approximately US$ 118,362,654. Principal under the Class 4 Bonds is adjusted by the Reference Stabilization Index (Coeficiente de Estabilización de Referencia) plus a 9.75% interest rate. The Class 4 Bonds are due on December 5, 2027, and are repaid in two (2) amortization installments on June 5, 2027, and December 5, 2027. The proceeds of the Class 4 Bonds will be applied by the Province of Córdoba to the financing of the execution of infrastructure projects.

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Foundations Law: Hydrocarbons and Natural Gas Regulation

On November 29, 2024, the Government of Argentina released Decree 1057/2024 (“Decree 1057”), that regulates Chapters I, II, and VI of Title VI of Law No. 27,742 ( “Foundations Law”), which modifies Law No. 17,319 on Hydrocarbons (“Hydrocarbons Law”), Law No. 24,076 on Natural Gas (“Natural Gas Law”), and environmental legislation under Law No. 27,007 (the "Environmental Regulation").

To review our comments on the Foundations Law, please access here.

The key takeaways of Decree 1057 are summarized below:

1. Regulation of the Hydrocarbons Law

  1. Decree 1057 establishes certain guidelines regarding the activities of exploration, exploitation, processing, transportation, storage, industrialization, and commercialization of hydrocarbons, including:
    1. Free market principles;
    2. Competitive markets through the participation of the actors across the production chain and related sectors;
    3. Local price alignment with international market conditions, ensuring hydrocarbons supply and parity in imports and exports;
    4. Efficient resource allocation;
    5. Long-term contracts, competitiveness, productivity, and integration into global trade; and
    6. Ensuring present and future hydrocarbons local supply.
  1. Interested parties in developing the previously mentioned activities shall (i) establish a legal address in Argentina and (ii) demonstrate financial and technical capacity. Regarding interjurisdictional and international transportation, the Government shall grant concessions and authorizations for inter-provincial operations, as well as for imports and exports.
  1. Decree 1057 provides for the free exports of hydrocarbons, subject to specific requirements, that include the submission to the Secretary of Energy of documentation that evidences (i) the details of the planned operation, (ii) production capacity, (iii) commercial agreements, (iv) compliance with the destination country requirements, (v) legal representative information, (vi) semi-annual and annual projections of volume and quality of hydrocarbons, port of in operation, and loading estimated date. The Secretary of Energy may object exports in case of:
    1. Shortages affecting local supply;
    2. Inaccuracies in the submitted documentation;
    3. Evidence of anti-competitive practices; and
    4. Unforeseeable variations of prices in the local market.
  1. The Secretary of Energy shall manage an export registry to monitor approved, objected, and completed transactions, and shall issue the Free Export Certificate in favor of the interested party i if no objections are raised.
  1. The Secretary of Energy may consider the export of surplus volumes of gas.
  1. Concessionaries shall submit annually the information regarding the availability of the resources and estimated production.

2. Natural Gas Law Regulation

  1. Decree 1057 provides for the free exports and imports of Liquified Natural Gas (“LNG”). The Secretary of Energy shall regulate its procedure, contemplating its impact on the current and new infrastructure and its investment amounts. Interested parties shall submit documentation that evidence (i) availability of resources; (ii) technical and financial capacity; (iii) LNG maximum volumes to be exported; and (iv) if the project has filed for the Large Investments Incentive Regime (“RIGI”).
  1. The Secretary of Energy will elaborate a Declaration on the Availability of Gas Resources, which must be updated at least every five (5) years, including market conditions, estimated production and exports amounts, and its impact on the local demand.
  1. The Secretary of Energy may object LNG exports in case of (i) shortages affecting local supply; (ii) lack of capacity to export LNG; (iii) inaccuracies in the submitted documentation; and (iv) evidence of anti-competitive practices. If no objections are raised, the Secretary of Energy shall issue a Free Export Authorization.
  1. Transportation and distribution licenses are eligible for a twenty (20) year extension beyond the initial thirty-five (35) year term, subject to compliance with obligations and corrections of deficiencies identified by the National Gas Regulatory Body (“ENARGAS”).

3. Environmental Regulation

In order to promote a consolidated environmental regulation, Decree 1057 instructs the Secretary of Energy to identify a coordinated procedure to amend the legal framework, considering, among others: (i) environmental licensing processes, (ii) abandonment of wells and installations, (iii) management of environmental liabilities, waste, emissions, and effluent management, (iv) safety conditions, (v) greenhouse gas emissions and decarbonization, (vi) guarantees and insurance for environmental contingencies, (vii) participation and access to public information, (viii) corporate environmental and social responsibility, (ix) inspections and sanctions.

***

For additional information, please contact Nicolás Eliaschev, Javier Constanzó, Daiana Perrone, Milagros Piñeiro, Victoria Barrueco and/or Giuliana Manzolido.

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Province of Santa Fe Bonds Issuance for AR$ 50,000,000,000 (approximately US$ 49,566,294)

Legal counsel to Nuevo Banco de Santa Fe S.A., as Arranger and Lead Placement Agent; and to Banco de Servicios y Transacciones S.A., Banco Comafi S.A., Banco de Galicia y Buenos Aires S.A.U., Banco Patagonia S.A., Banco Santander Argentina S.A., Adcap Securities Argentina S.A., Consultatio Investments S.A., Facimex Valores S.A., Invertir en Bolsa S.A., and Puente Hnos. S.A. as Co-Placement Agents, in the issuance of Province of Santa Fe’s Bonds (the “Bonds”), under the Province of Santa Fe’s Bonds Issuance Program. The payments due under the Bonds are secured by arising from the Federal Co-Participation funds (Regimen de Coparticipación Federal). The Bonds were issued in an aggregate principal amount of AR$ 50,000,000,000 equivalents to approximately US$ 49,566,294. The Bonds are adjusted by accrued interest at BADLAR rate plus 6.40% per annum. The Bonds are due November 2027. The proceeds of the Bonds will be applied by the Province of Santa Fe finance road infrastructure projects, including highways, roads, and bridges, aimed at strengthening logistics infrastructure for access to the port area in the Greater Rosario Metropolitan Area, fostering economic development, and improving connectivity in the region.

Among the projects to be financed with the proceeds of the issuance are the "Camino del Mozo" project, which involves the construction of new access roads to port terminals between National Route No. 9 and Provincial Route No. 21; the "Camino de la Cremería" project, consisting of the structural reinforcement of Provincial Route No. 25 to meet its expected service life; and the "Third Lane Rosario-Santa Fe Highway" project, which entails the construction of an additional lane on the AP01 "Brigadier General Estanislao López" highway.

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Grupo Albanesi Successfully Concludes an Exchange Offer and Consent Solicitation and a New International Issuance of Senior Secured Notes for US$353,963,822

Counsel to Generación Mediterránea S.A., Central Térmica Roca S.A., as co-issuers, and Albanesi Energía S.A., as guarantor, in the issuance of Class XXXIX Notes for an aggregate principal amount of US$353,963,822. The transaction was launched on October 9 and closed on November 8.

The transaction consisted of a liability management operation that included:

  • an exchange offer of the Senior Notes Class X due in 2027, and Senior Secured Notes Class XXII and XXXI due in 2026 and 2027, which were voluntarily tendered in exchange for Senior Notes Class XXXIX for an aggregate principal amount of US$268,674,033, along with a consent solicitation to the holders of the Existing Notes; and
  • the issuance of Senior Notes Class XXXIX for an additional aggregate principal amount of US$141,000,000, whose proceeds were used by the co-issuers to redeem the Senior Secured Notes Class XXII and XXXI that were not voluntarily tendered in the exchange offer and consent solicitation.

The offer targeted both the Argentine and international markets under exemptions provided by the U.S. Securities Act of 1933, as amended.

Simultaneously, to comply with commitments under the co-issuers' Senior Notes Classes XXXV, XXXVI, XXXVII, and XXXVIII, and AESA's Senior Notes Classes XV, XVI, XVII, and XVIII, new notes were offered to holders of these obligations: Senior Notes Classes XL and XLI issued by the co-issuers, and Senior Notes Classes XIX and XX issued by AESA. These new notes have the same terms of maturity and interest rate as the Senior Notes Class XXXIX and are secured by the same trust and first-priority pledges securing Class XXXIX.

The co-issuers issued Senior Notes Classes XL and XLI for an aggregate principal amount of US$17,086,392 under the GEMSA-CTR Program. AESA issued Senior Notes Classes XIX and XX for an aggregate principal amount of US$12,077,185 under its global program of simple (non-convertible) notes for a maximum aggregate principal amount of US$250,000,000 (or its equivalent in other currencies or units of measure).

In the issuance of the Senior Notes Class XXXIX, The Bank of New York Mellon acted as trustee, paying agent, registrar, and transfer agent; TMF Trust Company (Argentina) S.A. acted as Argentine collateral agent and trustee; Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Santander US Capital Markets LLC acted as international arrangers and placement agents; BCP Securities Inc. and Latin Securities S.A. Agente de Valores acted as international placement agents; Balanz Capital Valores S.A.U. acted as co-arranger; and Balanz Capital Valores S.A.U., Latin Securities S.A., Banco Santander Argentina S.A., Banco de Servicios y Transacciones S.A., Puente Hnos. S.A., SBS Trading S.A., Allaria S.A., Invertironline S.A.U., Invertir en Bolsa S.A., Bull Market Brokers S.A., Inviu S.A.U., Banco de la Provincia de Buenos Aires, Neix S.A., Adcap Securities Argentina S.A., PP Inversiones S.A., and Cocos Capital S.A. acted as local information agents and placement agents.

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Municipality of Cordoba’s Series LI Treasury Notes Issuance for AR$ 19,000,000,000

 

Legal counsel to the Municipality of Cordoba, as issuer, Banco de la Provincia de Córdoba S.A., as arranger and placement, and to Banco Comafi S.A., Banco Hipotecario S.A., Banco de Servicios y Transacciones S.A., Puente Hnos. S.A., Banco de Galicia y Buenos Aires S.A.U., Banco Santander Argentina S.A., Facimex Valores S.A., Adcap Securities Argentina S.A., Banco Patagonia S.A., and Macro Securities S.A.U. as placement agents, in the issuance of Municipality of Cordoba’s Series LI Treasury Notes (the “Treasury Notes Series LI”), under the Municipality of Cordoba’s Treasury Notes Issuance Program. The payments due under the Treasury Notes Series LI are secured by certain rights of the Municipality to collect certain contribution charges over the commercial, industrial and services activity. The Treasury Notes Series LI were issued on November 19, 2024, for AR$ 19,000,000,000 at an annual floating interest rate equivalent to Badlar plus 6.99%, due on November 14, 2025.

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Argentina extends the Emergency in the Energy Sector

On November 20, 2024, the Government of Argentina released Decree 1023/2024 (“Decree 1023”), that extends the emergency of the energy sector previously declared by Decree 55/2023, enacted on December 2023 (“Decree 55”) until July 9, 2025 (please see our comments on Decree 55, here).

Decree 1023 is applicable to the segments of generation, transport and distribution of electric energy under federal jurisdiction, as well as to transport and distribution of natural gas.

Moreover, Decree 1023:

  1. Instructs the Secretary of Energy to continue with the implementation of the necessary measures regarding the above-mentioned activities to establish the rate and pricing criteria under conditions of competition and free access and guaranteeing the provision of public utilities.
  1. Establishes that the resulting rates of the revision ordered by Decree 55 shall become effective by July 9, 2025.
  1. Extends the intervention of gas and power regulators –ENRE and ENARGAS– until the new entity established by Foundations Law is constituted.

 

For additional information, please contact Nicolás Eliaschev, Javier Constanzó, Daiana Perrone, Victoria Barrueco and/or Manuel Crespi.

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Legal Advice in the Issuance of 360 Energy Solar S.A. Series 4 Notes for US$22,278,429 which Qualify as Green Bonds

Counsel to Banco de Galicia y Buenos Aires S.A.U., Banco BBVA Argentina S.A., Industrial and Commercial Bank of China (Argentina) S.A.U., Banco Comafi S.A., Banco de Servicios y Transacciones S.A., BACS Banco de Crédito y Securitización S.A., Balanz Capital Valores S.A.U., Invertir en Bolsa S.A., Banco Mariva S.A., and PP Inversiones S.A. in the issuance of 360 Energy Solar S.A. 8.00% Series 4 Notes for US$22,278,429 due October 30, 2027 (indistinctively, the “Series 4 Notes” or the “Notes”), issued under the Global Notes Program for an amount of up to U$S200,000,000 (or its equivalent in other currencies or other unit value).

Series 4 Notes qualify as Green Bonds.

The proceeds from the placement will be used to: (i) finance the construction, installation, commissioning, operation, and maintenance of photovoltaic solar parks and storage systems related to the Eligible Green Project Portfolio; (ii) integration of working capital; and (iii) integration of capital contributions in controlled or related companies. The Notes are denominated and payable in U.S. dollars in Argentina.

Banco de Galicia y Buenos Aires S.A.U., Banco BBVA Argentina S.A., Industrial and Commercial Bank of China (Argentina) S.A.U., Banco Comafi S.A.,Banco de Servicios y Transacciones S.A., BACS Banco de Crédito y Securitización S.A., Balanz Capital Valores S.A.U., Invertir en Bolsa S.A., Banco Mariva S.A., and PP Inversiones S.A. acted as placement agents of the Notes. Banco de Galicia y Buenos Aires S.A.U. and Banco BBVA Argentina S.A. acted as arrangers and, Banco de Galicia y Buenos Aires S.A.U., also acted as settlement agent.

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Legal Advice in Petrolera Aconcagua Energía S.A.’s Notes Issuance

Counsel in the issuance of Petrolera Aconcagua Energía S.A.’s (i) Class XV simple notes for a total amount of U$S 30,617,307 (thirty million six hundred and seventeen thousand three hundred and seven hundred and seven U.S. Dollars) denominated and payable in U.S. Dollars, at a fixed interest rate of 9.00% nominal annual rate, maturing on October 28, 2028, and (ii) Class XVI simple notes for a total amount of U$S 18,159,306 (eighteen million one hundred and fifty-nine thousand three hundred and six U.S. Dollars) denominated in U.S. Dollars, to be paid in Pesos or through the delivery of Eligible Notes, payable in Pesos at the Applicable Exchange Rate, at a fixed interest rate of 8.00% nominal annual rate, maturing on October 28, 2028, under its Global Notes Program (not convertible into shares), for up to a maximum amount of U.S. Dollars 500,000,000 (or its equivalent in other currencies or units of value)

Banco de Servicios y Transacciones S.A., acted as arranger, settlement and placement agent of the Notes, Banco de Galicia y Buenos Aires S.A.U., Banco Santander Argentina S.A., Puente Hnos S.A. and Balanz Capital Valores S.A.U. acted as arrangers and placement agents of the Notes, and Banco Mariva S.A., Allaria S.A., Invertir en Bolsa S.A., Banco Supervielle S.A., SBS Trading S.A., Banco de la Provincia de Buenos Aires, TPCG Valores S.A.U., Invertironline S.A.U., Cocos Capital S.A., BACS Banco de Crédito y Securitización S.A., Neix S.A., Latin Securities S.A., Consultatio Investments S.A., Facimex Valores S.A. and PP Inversiones S.A. acted as placement agents of the Notes.

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National Tax Authority Establishes Procedures To Adhere and Obtain Certain Benefits Under the Large Investments Incentive Regime (RIGI)

On October 23, 2024, General Resolutions No. 5589 and 5590 were published, whereby the National Tax Authority (“AFIP”) established the procedures for obtaining certain benefits under the RIGI.

General Resolution (AFIP) No. 5590 foresees the procedures for Sole Purpose Investment Vehicles ("SPVs") to:

  1. Obtain a special Tax Identification Code (“CUIT”) to obtain RIGI benefits and register for taxes and/or regimes.
  2. Adhere to the special accelerated depreciation regime under the Income Tax (“IT”).
  3. Register import and export destinations.
  4. Apply special transfer pricing rules regarding operations with related parties located in Argentina.
  5. Issue invoices.

Meanwhile, General Resolution No. 5589 establishes the procedure for managing the issuance and use of Tax Credit Certificates for Value Added Tax ("VAT").

1. Obtaining a Special CUIT and Tax Registration

General Resolution (AFIP) No. 5590 stipulates that SPVs must obtain a special CUIT. The request for the special CUIT can be made once the Ministry of Economy issues the administrative act approving the adherence to the regime, using the web service called "Inscripción y Modificación de Personas Jurídicas – PJ WEB RIGI".

To obtain the CUIT, the responsible party—legal representative or authorized person—will access with their CUIT, CUIL (Labor Identification Code), or CDI (Identification Code) and their Tax Code enabled with Security Level 3 or higher, complete the required information related to the SPV (e.g., corporate name, date of incorporation, tax year-end month, corporate purpose, legal form, legal/fiscal address, and jurisdiction), and attach the administrative act provided by the Application Authority approving the SPV's adherence. Additionally, an electronic tax domicile must be established, and an administrator must be appointed in accordance with General Resolution (AFIP) No. 5048.

AFIP will have a non-extendable period of 10 business days from the receipt of the request to generate the special CUIT and will inform the assigned special CUIT to the Application Authority.

Additionally, the tax registration will be carried out through AFIP's website by accessing the "Sistema Registral" service, under the "Registro Tributario" or "Registro Único Tributario" service, as appropriate.

2. Adherence to the Accelerated Depreciation Regime in IT

SPVs must inform AFIP of their decision to opt for the accelerated depreciation regime. For this purpose, SPVs must use the "Presentaciones Digitales" web service and select the procedure called "Ley 27.742 - RIGI Amortización acelerada".

Please note that the option for the accelerated depreciation regime must be exercised for each asset involved in the project, prior to the deadline for filing the IT tax return in which said depreciation begins to apply.

3. Registration of Import and Export Destinations

Import Destination:

SPVs importing goods under RIGI must indicate in the import declaration, as a sworn statement, that the goods imported will be destined to integrate the projects for which they adhered to the RIGI and that they meet the requirements to apply the exemption provided by Article 190 of Law No. 27.742. For this purpose, the benefit "RIGI-VPU" must be selected.

Please note that Law No. 27.742 establishes an exemption of import duties, statistical and destination verification fees, and all perception, collection, advance payment, or withholding regimes of national and/or local taxes for imports of new capital goods, spare parts, components, and consumables, as well as temporary imports made by SPVs adhered to RIGI.

Moreover, it is established that suppliers importing goods under RIGI must indicate the same sworn statement mentioned above in the import declaration, selecting the benefit "RIGI-PROVEEDOR" and indicating the SPV to which the goods will be destined.

At the time of registering the import destination of new capital goods, spare parts, components, and consumables, the SPV or the supplier will provide a guarantee for those items that are exempt, which will remain in effect until the Application Authority instructs its release.

Note that the guarantee can be provided for performance or per operation, in accordance with General Resolution (AFIP) No. 3885 and its amendments.

Additionally, it is clarified that the SPV adhered to RIGI may transfer the goods to another SPV adhered to the RIGI, even during the destination verification period, without being required to pay taxes if the acquiring party assumes the obligation to adhere to the regime. The supplier adhered to RIGI may also transfer the goods during their useful life, with prior authorization from the Application Authority.

Moreover, during the useful life of goods imported under RIGI, the SPV or the supplier can request their release from the regime before the Application Authority. To do so, they must first self-liquidate the taxes that had been exempted due to the benefits provided by the regime.

Export Destination:

SPV’s exporting goods must indicate in the export declaration, as a sworn statement, that the goods were obtained under the project promoted by RIGI and that they comply with the requirements to apply the tax stability for customs duties provided in Article 204 of Law No. 27.742 and its regulation.

For this purpose, companies that have adhered to the RIGI as SPVs or Long-Term Strategic Export Projects, as applicable, and using the special CUITs generated, must declare the benefit "RIGI-BEN-EXPO" (RIGI-BENEFICIO 204 DE LA LEY N°27.742) in the export declarations for consumption of the products resulting from those projects, through which the option to perform self-liquidation will be enabled.

Please note that for determining customs duties, the tax regime, tax rate, and taxable base in effect at the time of the date of adherence to the RIGI will apply.

Finally, new regulations reiterate that SPVs will be exempt from export duties as of three years from the date of adherence to RIGI (or as of two years for SPVs owning projects declared Long-Term Strategic Export Projects).

4. Transactions Between SPVs and Local Related Parties – Special Transfer Pricing Regime

Additionally, General Resolution (AFIP) No. 5590 establishes a special transfer pricing regime applicable to transactions with related parties located in the country.

In this context, the regulation states that transactions or operations carried out by SPVs are subject to this transfer pricing regime when they are carried out with the following parties:

  1. Their members—entities forming Temporary Unions of Enterprises or other associative contracts—established or located in the country or those who qualify as tax residents according to IT law.
  2. Their owners, established or located in the country or those who qualify as tax residents according to IT law.
  3. Local related entities.

Note that transactions between the members, owners, and related entities of the SPV that do not involve the SPV itself are excluded from this regime. Operations conducted by the SPV with parties located abroad are also excluded, as they are subject to the general transfer pricing regime under the IT Law.

Lastly, it is established that SPVs must submit an "Annual Operations Report" for transactions carried out with related parties residing in the country by the sixth month following their tax year-end. The characteristics of this report are detailed in Annex VI of General Resolution (AFIP) No. 5590.

5. Invoicing

General Resolution (AFIP) No. 5590 establishes that, for the purpose of enabling the issuance of "A" class invoices, SPVs will be exempt from complying with the requirements established by paragraph c) of Article 3 of General Resolution (AFIP) No. 1575. Please note that these requirements include certain patrimonial verifications.

6. VAT Tax Credit Certificate – Implementation of the CERTIVA Web Service

Through General Resolution (AFIP) No. 5589, the CERTIVA Web Service (VAT Tax Credit Certificate) is implemented, allowing the issuance of VAT Tax Credit Certificates established under RIGI, as provided by Article 187 of Law No. 27.742.

Please note that said Article 187 provides that SPVs adhered to RIGI, which have been invoiced VAT (including the respective withholdings) for the purchase, construction, manufacture, processing, or final import of capital goods or for infrastructure works and/or services necessary for their development and construction, may pay the VAT (including withholdings) to their suppliers or to AFIP in the case of imports, through the delivery of Tax Credit Certificates.

Procedure for issuing Tax Credit Certificates

This procedure must be made through the web service "CERTIVA – Certificados de Crédito Fiscal IVA", selecting the regime under which the Tax Credit Certificates will be issued and choosing the option "Gestión de Certificados CERTIVA a Proveedores/Prestadores/Locadores."

One Tax Credit Certificate must be issued for each invoice or equivalent document received, to cancel the total amount of VAT invoiced and, if applicable, the applicable VAT collection.

Furthermore, the recipient of the Certificates may verify the eligibility of the beneficiaries authorized to issue them through the "CERTIVA – Certificados de Crédito Fiscal IVA" web service, where they can select the corresponding regime and choose the option "Consulta de Constancia de Beneficiario CERTIVA." They may also consult and/or accept the Certificates issued in their name, by selecting the options "Ver certificados recibidos" (view received certificates), "Ver certificados pendientes de aceptación" (view accepted certificates), or "Ver certificados pendientes de aceptación" (view pending certificates).

Procedure for using Tax Credit Certificates

To use the Tax Credit Certificates, the following steps must be followed: (i) expressly accept each Certificate by accessing the web service "CERTIVA – Certificados de Crédito Fiscal IVA" and (ii) inform AFIP of the invoice or equivalent document for which the Certificate was issued by recording it in the "Libro IVA Ventas" of the "Libro de IVA Digital", provided its expiration date has passed. If this occurs after the 15th of the month, the amounts of the accepted Certificates will be conditionally credited, and in the event of non-compliance, these Certificates will be automatically canceled.

In this regard, it is noted that the consolidation of the amounts of the Fiscal Credit Certificates will take place on the 15th of each month. Furthermore, for crediting the amounts of the Fiscal Credit Certificates, those issued until the 10th of each month, related to invoices or equivalent documents with an issuance date up to the last day of the previous month, will be considered.

Offsetting amounts originated from VAT withholdings and/or collections

The aforementioned Resolution establishes that the amounts originating from VAT withholdings and/or collections may be offset by using the amount of the Tax Credit Certificates in the month in which the obligation to make the payment arises:

  1. If the offset request is made before the crediting of the Certificate amount: taxpayer must access "Transacciones" menu of the "Sistema de Cuentas Tributarias", select "Compensación Regímenes Especiales", and choose the regime and tax period of the credit to be used.
  2. If the offset request is made after the crediting of the Certificate amount: taxpayer must access the "Transacciones" menu of the "Sistema de Cuentas Tributarias", select "Compensación", and choose the regime and tax period of the credit to be used.

Obligations will be considered cancelled at the time of the offset request.

Debt cancellation using Tax Credit Certificates

  • The Tax Credit Certificate may be used to cancel debts for own taxes. To do this, the taxpayer must access the "Transacciones" menu of the system, select "Compensación", and choose the corresponding regime.
  • It may also be used to cancel debts -on their behalf- related to social security contributions. To do this, the taxpayer must access the "Transacciones" menu of the system, select "Afectación Seguridad Social", and choose the corresponding regime.
  • Additionally, the obligations arising from the liability for the fulfillment of third-party debt can be canceled using the amount of the Tax Credit Certificates. To do this, the responsible subject must access the "Transacciones" menu of the system, select "Compensación", and choose the corresponding regime.

Refund request

The supplier, service provider, and/or lessor of goods and/or services may request the refund of the Fiscal Credit Certificates’ amount when: (i) they have no enforceable debts with AFIP; (ii) they have fully complied with the filing of determinative and/or informative tax returns for non-prescribed fiscal periods.

To request the refund, they must access the "Transacciones" menu of the system, select "Solicitud de Devoluciones", and choose the regime and tax period for which the request is being made. The Resolution provides an administrative period of 15 business days to process the refund, and interest will accrue from the date the request was made.

Third-Party transfer request

Finally, it is possible to request the transfer of the Tax Credit Certificates’ amount credited in the "Sistema de Cuentas Tributarias" to third parties, provided that the same requisites mentioned above are met.

To request the transfer to third parties, the taxpayer must access the "Transacciones" menu of the system, select "Solicitud de Transferencia", and choose the regime and tax period for which the request is being made, and must also provide the information of the transferees.

The amount for which the transfer to third parties has been requested will not accrue interest in favor of the taxpayer.

The transferee must access the "Transacciones" menu of the "Sistema de Cuentas Tributarias", select "Aceptación de Transferencia SIR", and confirm, as appropriate, the acceptance or rejection of the transfer.

If accepted, the amount will be credited to the transferee's "Sistema de Cuentas Tributarias" and may only be applied by the transferee to cancel their own tax debts.

***

For additional information, please contact Gastón Miani, Leonel Zanotto, Micaela Aisenberg, or Solange Riesco.

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Modifications to the Large Investments Incentive Regime and new implementation rules

The following regulations were published on October 22, 2024:

  1. Decree 940/2024 (“Decree 940”), which amends Decree 749/2024 (“Regulatory Decree”); and
  1. Resolution 1074/2024 of the Ministry of Economy (“Resolution 1074”), which approves the “Procedures for the Implementation of the Large Investments Incentive Regime” (“RIGI”).

The RIGI was created by Law 27,742 (“Foundations Law”) and regulated by the Regulatory Decree (see our comments on these regulations here and here).

1. Decree 940

Decree 940 amends certain aspects of the Regulatory Decree, such as:

  1. Capital goods destined to the realization of a RIGI Project are added as goods to be imported by suppliers adhered to the RIGI.
  1. The Single Project Vehicle (the “SPV” or Vehículo de Proyecto Único) may request the voluntary withdrawal of the RIGI provided that it has not been notified of an infringement procedure with a final resolution.
  1. The Tax for an Inclusive and Solidary Argentina (for its Spanish acronym, “Impuesto PAIS”) is suspended for the purchase of foreign currency destined to the payment of imports of capital goods made by the SPVs adhered to the RIGI.

2. Resolution 1074

Resolution 1074 establishes five procedures to adhere to the RIGI through the Trámites A Distancia (“TAD”) platform:

  1. Adhesion procedure for SPVs.
  1. Adhesion procedure for Strategic Long-Term Export Projects (“SLEP”).
  1. Adhesion procedure for the Expansion of Pre-existing Projects.
  1. Adhesion procedure for local suppliers; and
  1. Procedure to request a voluntary withdrawal of the RIGI.

3. Term for the resolution of applications

The term for the Ministry of Economy to approve or reject an application of adhesion or cancellation is forty-five (45) business days. This term may be suspended if additional information is required from other agencies or from the applicant.

In case of rejection, the applicant may submit a new application up to two additional times in the same calendar year.

4. Adhesion procedure

The adhesion procedure includes the following stages:

  1. Generation of an electronic docket with the Ministry of Economy.
  1. Preliminary analysis of the feasibility of the Project.
  1. Intervention of the Central Bank of Argentina and the Antitrust Agency, if necessary, which will temporarily suspend the procedure.
  1. Recommendation of the Evaluation Committee for the approval or rejection of the adhesion.
  1. Issuance of the Certificate of Adhesion to the RIGI for the approved Projects, allowing the SPVs to access the benefits and incentives.

5. Voluntary withdrawal

SPVs may withdrawal from the RIGI through the submission of a report explaining the reasons for their decision through the TAD platform.

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For additional information, please contact Nicolás Eliaschev, Javier Constanzó, Daiana Perrone, Milagros Piñeiro, Victoria Barrueco and/or Giuliana Manzolido.

by trsym