RIGI: Large Investment Incentives Regime

The Ley de Bases (Law No. 27,742), published on July 8^th, 2024, created the Large Investment Incentives Regime (RIGI).  This regime seeks to attract both local and foreign investments to the country with foreign exchange, tax and customs incentives.

Large Investments are defined as projects involving the acquisition, production, construction, or development of assets with an investment value of at least US$ 200,000,000, of which 40% must be invested within the first two years of joining the regime. The Executive Branch may increase this minimum threshold, but not beyond US$ 900,000,000.

The projects must be carried out through Single Project Vehicles (SPV): corporations, single-member corporations, limited liability companies, foreign-incorporated branches, and branches established specifically for the purpose of joining the RIGI. Joint ventures and other forms of partnerships may also qualify as SPV.

The law distinguishes a special investment category called “Long-Term Strategic Export” for projects with a minimum investment of US$ 1,000,000,000. These investments must position Argentina as a long-term supplier in the global market where the country has not yet established a presence.

The deadline to join the regime will be two years from July 8^th, 2024. The Executive Branch may extend the deadline by up to one year.

The regulatory authority will have 45 days from the submission of the application and investment plan to approve or reject the project. Any rejections must be based on the grounds explicitly established in the law.

The final version of the law reduced to nine the sectors eligible for the RIGI: forestry, tourism, infrastructure, mining, technology, iron and steel, energy, oil and gas.

Projects under the RIGI must allocate at least 20% of the investment to local suppliers, provided that offers are available under market conditions in terms of price and quality.

• A 25% reduction of the applicable income tax rate, with no scales applied.
• Accelerated amortization of tangible assets and infrastructure.
• The tax loss carryforward that cannot be offset against income in the same fiscal period may be deducted from the income of the following years. If it cannot be offset after 5 years, the tax loss carryforward may be transferred to third parties.
• The net income, derived from dividends and utilities, and the profit remittances will be taxed at a rate of 7% and, after 7 years from the date of joining the regime, the rate will be 3.5%.
• VAT payments (including withholdings) to suppliers and the Tax Authority (for imported goods) may be settled through Tax Credit Certificates.
• VAT refunds within three months.
• Full credit for the tax on bank debits and credits against income tax liabilities.

• Exemption from import duties and any other withholding regime for the import of capital assets, spare parts, components, and supplies.
• Exemption from export duties beginning the third year from the date joining the RIGI. In the case of Projects classified as Long-Term Strategic Export, the exemption will apply after 2 years from the joining date.

• Foreign exchange proceeds from the export of goods are exempt from settlement in the forex market according to the following schedule and percentages: 20% after the second year of implementation; 40% after the third year; and 100% after the fourth year. These funds will be freely available.
• In the case of projects classified as Long-Term Export, the schedule and percentages will be as follows: 20% after one year of implementation; 40% after the second year; and 100% after the third year.
• The foreign exchange proceeds related to the project, whether from capital contributions or loans, are exempt from entry or settlement in the forex market and will be freely available.

• Regulatory stability for 30 years from the joining date.
• No official pricing or measures affecting the value of imported or exported goods may be applied, including any domestic market supply priorities.
• Accounting records and financial statements may be kept in US dollars, using the International Financial Reporting Standards.
• The provinces, the City of Buenos Aires, and municipalities that join the RIGI may not impose new local taxes, except for fees corresponding to services effectively rendered.

If amicable resolution fails, the parties may resort to arbitration with the following options at the investor’s choice: (a) the 2012 PCA Arbitration Rules; (b) the International Chamber of Commerce Arbitration Rules (except for the Expedited Procedure Rules); or (c) the Convention on the Settlement of Investment Disputes between States and Nationals of Other States dated March 18^th, 1965, or, where applicable, the ICSID Arbitration Rules (supplementary facility). Except when the investor selects option (c), the arbitral tribunal or the administering institution, as applicable, will determine the seat of arbitration, which must be outside Argentina.

The arbitral tribunal will be composed of three arbitrators, selected according to applicable procedural rules. None of the arbitrators may be an Argentine national or from the country of origin of the majority shareholder of the investment project.

The arbitration will be conducted in Spanish, unless the processes identified in options (b) or (c) are chosen and the dispute is submitted to arbitration by foreign partners or shareholder, in which case the arbitration may be conducted in either Spanish or English.

The Executive Branch must enact the RIGI regulations within 30 days. The Central Bank and the Tax Authority must also take the necessary measures and issue the required regulations to ensure compliance with the law’s provisions.

From our viewpoint, the objectives of the RIGI are well-grounded. However, its success remains to be seen. Large investors who had already decided to invest in the country for strategic reasons will surely make the most out of the regime.

The level of response from municipalities, provinces and the City of Buenos Aires is an initial indicator of the regime’s viability. Several governors have expressed their intent to join the RIGI, including those of Rio Negro, Córdoba, Santa Fe, San Juan, Neuquén, Entre Ríos, Tucumán, Mendoza, and Catamarca. Two municipalities in the Province of Buenos Aires (San Isidro and Tres de Febrero) have already passed the bill and would be the first to join.

Investors who remain undecided need reassurance that the political agenda of the current administration is sustainable over time and, therefore, compliant with the law.

One of the sensitive aspects is the constitutional validity of the distribution of powers between the Nation and the provinces. While local jurisdictions are invited to join, the law establishes that any regulation that violates or limits the acquired rights under the RIGI will be considered null.

We believe that conservative or skeptic investors will wait for the final regulations and the first few months of the regime’s implementation before making any decisions.