FINANCIAL INTERMEDIATION (LAW 21,526)

General definition and relevance for fintech models and tokenized structures

1. Purpose and Scope

This section explains, in general terms, what is meant by financial intermediation in Argentina (Law No. 21,526) and why this concept is relevant when designing business models that involve the collection of funds, balance administration, return promises, asset custody, or payment routing linked to digital instruments.

2. Legal and Offering Disclaimers

(Applicable to all content on this page)

This material is published exclusively for informational and educational purposes. It does not constitute (i) a public or private offering, (ii) an invitation to make an offer, (iii) an investment recommendation, nor (iv) legal, financial, accounting, or tax advice.

No offering of negotiable securities, virtual assets, or financial instruments is made through this medium, nor is any person requested to make investment decisions based on this content.

Whether an activity qualifies as “financial intermediation” depends on the specific case, the actual flow of funds, the contractual structure, the role of each participant, and the applicable regulations. In cases of doubt, specific legal analysis is required.

3. What Is Financial Intermediation

(General criteria)

Conceptually, financial intermediation is associated with the activity of collecting funds from the public (through various mechanisms) and applying them to active operations (credit, investment, or other uses), generating a margin or result from the administration of those funds. Under Argentine regulatory practice, this activity is reserved to entities authorized and supervised under the applicable regime.

4. Why It Matters in Fintech, Crypto, and Tokenization Models

In digital structures, the risk of being classified as financial intermediation typically arises when the model:

• Receives customer funds and manages them with discretion (pooling of funds).

• Promises fixed or variable returns in exchange for contributed funds (outside a formally regulated instrument).

• Operates as a “cash box” where balances are used to finance third parties or generate returns.

• Structures “deposit” or “interest-bearing account” mechanisms without the appropriate legal/regulatory framework.
  
  

Practical translation:

It is not the “token” itself that creates the risk, but rather the actual economic flow and the (explicit or implicit) promise of returns in connection with the collection of funds from the public.

5. Typical Risk Signals (Red Flags)

The following characteristics usually increase regulatory risk:

• Mass or impersonal fund collection (broad public).

• Pooling (mixing funds from multiple users).
  Return promises based on the operator’s management (“we generate the yield”).

• Reuse of customer balances or assets to finance the operator’s or third parties’ activities.
  Lack of clear contractual documentation defining user rights and the operator’s role.
  Marketing language resembling “savings placement” or “interest-bearing deposits.”
  
  
  

6. Design Criteria to Mitigate Risks

(Operational principles)

To reduce interpretation risks and strengthen the model, the following principles are commonly applied:

6.1. Separation of roles and estates

• Clearly separate own funds from user funds.

• Define custody, registration, and administration under auditable rules.

• Avoid structures where the operator “takes” public funds without specific legal instrumentation.
  
  
  

6.2. Precise contractual documentation

• Define the right acquired by the user/investor (payment right, participation, cash-flow right, equity, debt, etc.).

• Define events, risks, transfer limits, and enforcement mechanisms.

• Avoid ambiguous wording such as “you deposit and earn returns” without an adequate legal structure.
  
  
  

6.3. Prudent communication

• Avoid claims suggesting deposit-taking or “interest-bearing savings” where not applicable.

• Communicate risks and conditions fully and consistently with the regulatory framework.
  
  
  

6.4. Alignment with the applicable regime

• If the instrument qualifies as a negotiable security, assess the offering regime (public/private) and required documentation.

• If virtual assets are involved, consider the applicable regulation for service providers and compliance obligations.
  
  
  

7. Summary Table

(Quick reference)

8. Final Note

The concept of financial intermediation operates as a “reality test”: what matters is the actual economic flow and the associated promise, rather than the product’s name. A robust design requires separation of roles, clear documentation, traceability, and communication consistent with the applicable regulatory framework.