Fideicomisos Inmobiliarios
Understanding the fideicomiso as the primary legal vehicle for collective real estate financing in Argentina.
A trust structure with deep roots in Argentine law
The fideicomiso is a legal figure established under Argentine law — specifically in the Civil and Commercial Code (Código Civil y Comercial de la Nación) — that allows assets to be transferred to a trustee (fiduciario) who manages them for the benefit of designated beneficiaries (fideicomisarios).
In the context of real estate collective financing, the fideicomiso serves as the vehicle through which participant funds are pooled, isolated from the promoter's general assets, and directed toward a specific project. This structural separation is one of its key features from a participant protection standpoint.
The fideicomiso is not unique to crowdlending. But its use in this context carries specific regulatory implications that participants should understand before engaging with a project.
The parties to a real estate fideicomiso
Understanding who plays what role is essential to understanding how the structure functions and where participant protections sit.
Fiduciante (Settlor)
The party who transfers assets into the trust. In real estate collective projects, this is typically the project promoter or developer who contributes the property or project rights to the fideicomiso structure.
Fiduciario (Trustee)
The entity that receives and manages the trust assets. The fiduciario has legal title to the assets but must manage them strictly according to the trust agreement. In regulated contexts, the fiduciario is often a financial institution or authorized entity.
Fideicomisarios (Beneficiaries)
Those who benefit from the trust. In collective real estate projects, participants who contribute funds become beneficiaries of the fideicomiso. Their rights are defined in the trust agreement and the applicable regulatory framework.
The Trust Agreement
The contrato de fideicomiso defines the purpose, duration, obligations of each party, and conditions under which assets are distributed. In CNV-regulated contexts, this document must meet specific disclosure and content requirements.
Where the fideicomiso meets CNV regulation
When a fideicomiso is used as part of a collective financing structure that falls under CNV supervision, additional requirements apply. The platform through which the project is offered must be authorized. The trust documentation must meet disclosure standards. Participants must receive specific information before and during the project lifecycle.
The CNV's oversight does not replace the protections embedded in the fideicomiso structure itself. Rather, the two layers work together: the trust provides asset separation and a defined governance structure, while CNV regulation adds transparency, disclosure, and supervisory oversight.
Educational note
The interaction between fideicomiso law and CNV crowdlending regulations involves multiple legal layers. This page provides an overview for educational purposes. Specific situations require professional legal analysis.
What the fideicomiso means for participants
Asset separation
Funds contributed to a fideicomiso are legally separated from the promoter's personal or corporate assets. This means that if the promoter faces financial difficulties, the trust assets are not automatically available to the promoter's creditors. This separation is a structural feature, not an absolute protection.
Defined governance
The trust agreement defines how decisions are made, how funds are disbursed, and under what conditions the project concludes. Participants should review this document carefully. In CNV-regulated contexts, the platform must make this documentation accessible.
Information rights
Beneficiaries of a fideicomiso hold the right to receive information about the trust's management. In the crowdlending context, CNV regulations layer additional disclosure requirements on top of this baseline right. Platforms must provide regular updates on project status.