1. What is the current legal landscape for Real Estate Funds in your jurisdiction?

Argentina does not have a dedicated Real Estate Investment Trust (REIT) regime comparable to U.S. REITs, Mexican FIBRAs, or similar vehicles found in other developed capital markets. Real estate projects are predominantly structured through trusts (fideicomisos), typically closely held, where one investor contributes the land and others contribute capital to finance the development of a given project. These trusts may also be structured as financial trusts (fideicomisos financieros), with or without a public offering authorization. In addition, closed-end mutual funds (fondos comunes de inversión cerrados) that invest in the real estate market exist under Argentine law, although they are not the most commonly utilized financing structure.

The regulatory framework draws a clear distinction between private and public vehicles. Closely held trusts are governed by the Argentine Civil and Commercial Code and do not require regulatory authorization, while financial trusts making a public offering of their securities must be registered with and approved by the Argentine Securities Commission (CNV) and are subject to ongoing reporting and governance requirements. The CNV has established a specific regulatory framework for “Collective Investment Vehicles for Real Estate Development” (Productos de Inversión Colectiva para el Desarrollo Inmobiliario), which may be structured either as closed-end mutual funds or as financial trusts. These vehicles must appoint a developer, a technical auditor, and — in income-generating structures — a real estate administrator.

There is no tiered regulatory regime based on the size of the fund or the manager, although capital requirements for management companies increase proportionally to the volume of assets under management. Similarly, there are no specific Argentine regulations imposing leverage limits on closed-end investment funds that acquire real estate assets indirectly through non-listed companies. Financial trusts and closed-end mutual funds are treated as transparent (pass-through) vehicles for income tax purposes, which is a significant consideration in fund structuring.

With the ongoing opening to international markets and the expected strengthening of Argentina’s capital markets, these fund vehicles are expected to gain greater participation in the future.

2. What three essential pieces of advice would you give to clients involved in Real Estate Funds matters?

First, choose the right legal structure based on both the investment strategy and tax considerations. In Argentina, the decision on how to structure a real estate transaction is often driven by the seller or the developer based on diverse issues, especially tax considerations. Participation as a shareholder in a company is the typical way to invest in properties with long-term commercial purposes — such as hotels, shopping centres, and office buildings — while real estate trusts are the most common vehicle for development projects where the investor’s participation is temporary and linked to the construction period. In practice, both factors — investor tax status and the tax treatment of the underlying real estate — interact to shape the optimal fund structure.

Second, pay close attention to regulatory and foreign ownership restrictions. Foreign companies wishing to manage or operate funds domiciled in Argentina must register either a branch or a local subsidiary; failure to do so may render their activities unenforceable, and their representative may be held jointly liable. In addition, there are foreign ownership restrictions on rural land and restrictions on the acquisition of real estate in border security zones. Foreign exchange restrictions, which have been a significant concern in recent years, should also be carefully reviewed, as they may affect the ability to repatriate profits abroad.

Third, conduct thorough sustainability and environmental due diligence. Argentina’s environmental regulatory framework is expanding progressively. The Environmental Framework Law (Law No. 25,675) requires Environmental Impact Assessments for projects with potential significant environmental effects, and provinces may enact supplementary environmental legislation, including environmental permitting, liability regimes, and site remediation obligations. While environmental surveys before a purchase are not yet common practice, the warranties and representations section of purchase agreements usually includes a separate section on environmental aspects, and as international ESG standards become more prevalent, sustainability due diligence requirements are expected to evolve significantly.

3. What are the greatest threats and opportunities in Real Estate Funds law in the next 12 months?

Opportunities. The most significant opportunity lies in the expected development and deepening of Argentina’s capital markets, which should allow regulated fund vehicles — such as closed-end mutual funds and financial trusts for real estate development — to gain greater participation in the financing of real estate projects. The closest regulated structure to a REIT available under Argentine law, the closed-end mutual fund, is not yet widely used, but represents a ready-made vehicle that could attract institutional and retail capital as markets develop. As the market for private real estate funds grows, international waterfall structures — including preferred returns, catch-up mechanisms, and carried interest — are expected to become more prevalent, potentially attracting foreign institutional investors accustomed to these terms. In addition, the availability of tax incentives under Law No. 27,440 for financial trusts and funds whose investment purpose involves social housing, mortgage loans, or mortgage-backed securities presents a concrete incentive for structuring funds in the regulated space. The market also increasingly relies on voluntary international certifications such as EDGE, LEED, and DGNB, particularly in projects financed through sustainable bonds under CNV guidelines, which may attract ESG-focused investors.

Threats. The most pressing threat is continued regulatory uncertainty. Although Presidential Decree No. 70/2023 provided for the repeal of Law No. 26,737 (the foreign ownership restrictions on rural land), its validity has been reinstated by a preliminary injunction currently in effect, creating uncertainty for foreign investors. Foreign exchange restrictions remain a significant concern, as they may affect the ability to repatriate profits abroad, a critical factor for non-resident investors. The absence of a dedicated REIT-style regime continues to limit the comparability of Argentine vehicles with those in other jurisdictions, which may deter cross-border capital flows.

4. How do you ensure high client satisfaction levels are maintained by your practice?

Client satisfaction in a specialized practice such as real estate funds requires a deep understanding of the full legal, tax, and regulatory environment in which these structures operate. Given that Argentina does not have a dedicated REIT regime and real estate projects are predominantly structured through trusts, corporate vehicles, and regulated fund products, it is essential that counsel provide integrated, multi-disciplinary advice covering structuring, tax optimization, regulatory compliance, and environmental considerations.

We ensure high client satisfaction by delivering tailored advice that reflects the specific commercial objectives and risk profile of each transaction. Since in most cases the decision on how to structure a real estate transaction is driven by diverse issues — especially tax considerations — and there is no one-size-fits-all approach, we work closely with each client to evaluate the available vehicles (trusts, financial trusts, closed-end mutual funds, and corporate structures) and recommend the optimal structure on a deal-by-deal basis.

We also maintain a strong focus on anticipating regulatory developments. Given the dynamic nature of the Argentine regulatory environment — including evolving foreign exchange restrictions, the expanding sustainability and environmental compliance framework, and the expected growth of the capital markets — we ensure that clients are kept informed of changes that may affect their investments or fund structures, enabling proactive rather than reactive decision-making.

5. What technological advancements are reshaping Real Estate Funds law and how can clients benefit from them?

While the Argentine real estate fund market has traditionally relied on conventional legal and transactional structures, several technological advancements are increasingly relevant to the sector.

The most immediate impact is in the area of sustainability and energy efficiency certification. The market increasingly relies on voluntary international certifications such as EDGE, LEED, and DGNB, particularly in projects financed through sustainable bonds under CNV guidelines. These certification systems, which are technology-driven, allow fund managers and developers to demonstrate the environmental credentials of their projects to investors — a factor of growing importance as ESG standards become more prevalent in cross-border capital markets.

In addition, the progressive development of Argentina’s capital markets infrastructure is expected to facilitate the broader use of regulated fund vehicles, such as financial trusts that issue securities in the capital markets, and the marketing of fund products to both institutional and retail investors through the Argentine capital markets. As these platforms mature, technology will play a key role in enabling efficient issuance, trading, and reporting of fund securities.

The regulatory framework itself is evolving with technology in mind. The National Housing Energy Labeling Program (PRONEV) establishes a unified energy efficiency labeling system for residential buildings, and while currently voluntary at the national level, provinces may adopt it as mandatory through local building codes. The National Climate Action Plan (PNAyMCC) promotes the future incorporation of carbon footprint disclosure in Certificates of Technical Competence for innovative construction technologies, the integration of energy efficiency and renewable energy in public housing, and the adoption of climate-related disclosure standards aligned with TCFD and corporate GHG inventories. Clients can benefit from early adoption of these standards, positioning their projects favorably as disclosure requirements transition from voluntary to mandatory.

Finally, technology-enabled due diligence tools and data analytics are reshaping the way investors assess real estate assets. The CNV already requires that the prospectus for Collective Investment Vehicles for Real Estate Development include detailed information on the investment plan, the developer’s track record, estimated costs, projected cash flows, and valuation criteria. As these disclosure requirements become more granular and data-intensive, technology platforms that aggregate and analyze property-level performance data will become essential for both fund managers and investors.

The above reflects the legal and regulatory framework in force in Argentina as of April 2026 and is intended as a general overview. Given the dynamic nature of the Argentine regulatory environment, readers are advised to seek updated counsel on specific transactions.

Pedro Nicholson

Partner

[email protected]