Fintech 2025

Definitive global law guides offering comparative analysis from top-ranked lawyers

CHAMBERS GLOBAL PRACTICE GUIDES

Fintech 2025

Definitive global law guides offering comparative analysis from top-ranked lawyers

Contributing Editor Adrian Ang Allen & Gledhill LLP

Global Practice Guides

Fintech

Contributing Editor Adrian Ang Allen & Gledhill LLP

2025

Chambers Global Practice Guides For more than 20 years, Chambers Global Guides have ranked lawyers and law firms across the world. Chambers now offer clients a new series of Global Practice Guides, which contain practical guidance on doing legal business in key jurisdictions. We use our knowledge of the world’s best lawyers to select leading law firms in each jurisdiction to write the ‘Law & Practice’ sections. In addition, the ‘Trends & Developments’ sections analyse trends and developments in local legal markets. Disclaimer: The information in this guide is provided for general reference only, not as specific legal advice. Views expressed by the authors are not necessarily the views of the law firms in which they practise. For specific legal advice, a lawyer should be consulted. Content Management Director Claire Oxborrow Content Manager Jonathan Mendelowitz Senior Content Reviewers Sally McGonigal, Ethne Withers, Deborah Sinclair and Stephen Dinkeldein Content Reviewers Vivienne Button, Lawrence Garrett, Sean Marshall, Marianne Page, Heather Palomino and Adrian Ciechacki Content Coordination Manager Nancy Laidler Senior Content Coordinators Carla Cagnina and Delicia Tasinda Content Coordinator Hannah Leinmüller Head of Production Jasper John Production Coordinator Genevieve Sibayan

Published by Chambers and Partners 165 Fleet Street London EC4A 2AE Tel +44 20 7606 8844 Fax +44 20 7831 5662 Web www.chambers.com

Contents

INTRODUCTION Contributed by Adrian Ang, Allen & Gledhill LLP p.6

EGYPT Law and Practice p.199 Contributed by Shehata & Partners Law Firm

ARGENTINA Law and Practice p.11 Contributed by GPG Advisory Partners Trends and Developments p.30 Contributed by Bomchil AUSTRALIA Trends and Developments p.40 Contributed by Hamilton Locke

FINLAND Law and Practice p.220 Contributed by Waselius

FRANCE Law and Practice p.244 Contributed by Morgan Lewis & Bockius LLP

GUERNSEY Law and Practice p.279 Contributed by Carey Olsen

BELGIUM Law and Practice p.49 Contributed by Simont Braun Trends and Developments p.73 Contributed by Liedekerke Wolters Waelbroeck Kirkpatrick

INDIA Law and Practice p.295 Contributed by Shardul Amarchand Mangaldas & Co Trends and Developments p.320 Contributed by Shardul Amarchand Mangaldas & Co INDONESIA Law and Practice p.328 Contributed by ABNR Counsellors at Law Trends and Developments p.354 Contributed by Hiswara Bunjamin & Tandjung

BERMUDA Law and Practice p.79 Contributed by Carey Olsen

BRAZIL Law and Practice p.106 Contributed by Machado, Meyer, Sendacz e Opice Advogados

IRELAND Law and Practice p.364 Contributed by Walkers Trends and Developments p.388 Contributed by KPMG Law

BRITISH VIRGIN ISLANDS Law and Practice p.124 Contributed by Carey Olsen

CAYMAN ISLANDS Law and Practice p.143

JAPAN Law and Practice p.398 Contributed by Anderson Mori & Tomotsune Trends and Developments p.422 Contributed by Nagashima Ohno & Tsunematsu

Contributed by Travers Thorp Alberga Trends and Developments p.166 Contributed by Travers Thorp Alberga CZECH REPUBLIC Law and Practice p.173 Contributed by FINREG PARTNERS

JERSEY Law and Practice p.430 Contributed by Carey Olsen

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KENYA Law and Practice p.448 Contributed by Cliffe Dekker Hofmeyr incorporating Kieti Law LLP

POLAND Law and Practice p.645 Contributed by Lawarton Lugowski Kapica Spolka Komandytowa Trends and Developments p.668 Contributed by Deloitte Legal, Gizicki i Wspólnicy sp.k.

LITHUANIA Law and Practice p.475 Contributed by ADON legal

PORTUGAL Law and Practice p.677

LUXEMBOURG Law and Practice p.500

Contributed by GFDL Advogados Trends and Developments p.703 Contributed by Abreu Advogados ROMANIA Law and Practice p.711 Contributed by VD Law Group Trends and Developments p.740 Contributed by VD Law Group SINGAPORE Law and Practice p.748 Contributed by KGP Legal LLC Trends and Developments p.773 Contributed by Allen & Gledhill LLP SWEDEN Law and Practice p.781 Contributed by Magnusson Law Contributed by Lenz & Staehelin Trends and Developments p.829 Contributed by MLL Legal TAIWAN Law and Practice p.838 Contributed by Lee & Li Trends and Developments p.860 Contributed by Lee & Li SWITZERLAND Law and Practice p.803

Contributed by GSK Stockmann Trends and Developments p.522 Contributed by Legal Node

MALTA Law and Practice p.528 Contributed by GTG Legal

MEXICO Trends and Developments p.550 Contributed by Pérez-Llorca

NIGERIA Law and Practice p.557

Contributed by Banwo & Ighodalo Trends and Developments p.583 Contributed by Duale, Ovia & Alex-Adedipe

PANAMA Law and Practice p.591

Contributed by Morgan & Morgan Trends and Developments p.610 Contributed by Morgan & Morgan PERU Law and Practice p.618 Contributed by Rubio Leguía Normand Trends and Developments p.640 Contributed by Rubio Leguía Normand

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Contents

THAILAND Law and Practice p.867 Contributed by Chandler Mori Hamada Trends and Developments p.893 Contributed by Chandler Mori Hamada

UAE Law and Practice p.902

Contributed by White & Case LLP Trends and Developments p.929 Contributed by White & Case LLP UK Law and Practice p.937 Contributed by gunnercooke llp Trends and Developments p.955 Contributed by gunnercooke llp USA Law and Practice p.961 Contributed by DLA Piper LLP Trends and Developments p.985 Contributed by Schulte Roth & Zabel LLP

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INTRODUCTION Contributed by: Adrian Ang, Allen & Gledhill LLP Allen & Gledhill LLP is an award-winning full- service law firm providing legal services to a wide range of clients, including corporations and financial institutions in Asia. The firm is consistently ranked as a market leader, having been involved in several challenging, complex and significant deals, many which are the first of their kind. The firm’s reputation for high-quality advice is regularly affirmed by strong rankings in leading publications, and by various awards and accolades. With a growing network of as -

sociate firms and offices, it is well-placed to advise clients on their business interests in Sin - gapore and beyond, on matters involving the Asia region. With offices in Singapore, Myan - mar, Vietnam and China, as well as associate firms in Malaysia (Rahmat Lim & Partners) and Indonesia (AGI Legal), the Allen & Gledhill net - work known as A&G Asia has over 650 lawyers, making it one of the largest law firm networks in the region. been active in the fintech sphere, contributing to policy formation and the enactment of fintech-related legislation. Adrian has advised on fintech models such as payment systems, crowdfunding platforms, robo-advisers, e-wallets, initial coin offering structures, security token and cryptocurrency brokerages and exchanges, stablecoin issuances, cryptocurrency derivatives and the sale of non-fungible tokens.

Contributing Editor

Adrian Ang is co-head of Allen & Gledhill’s fintech practice and its ESG and public policy practice. Adrian advises clients on regulatory matters affecting the financial services industry

including licensing matters, setting up of payment services, distribution of financial products, outsourcing arrangements and conduct of business requirements. Adrian has

Allen & Gledhill LLP One Marina Boulevard #28-00 Singapore 018989 Tel: +65 6890 7188 Email: sg.enquiries@agasia.law Web: www.allenandgledhill.com

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INTRODUCTION Contributed by: Adrian Ang, Allen & Gledhill LLP

Seven Years of FinTech Global Practice Guides 2025 marks seven years since Chambers and Partners first introduced their Global Practice Guide for Fintech, and I am humbled and hon - oured to be its second contributing editor. When I was first approached by Chambers in 2024 to succeed Lee Schneider in this post, I thought back to each previous iteration of this Guide. I have always been struck by the Guide’s ability to incisively capture the flavour of the market in each year. In particular, I have found these Guides invaluable in providing an overview of the key developments in the fintech world, and their ability to identify and expound on key global trends. In keeping with this excellent tradition, I set out in this introduction some key global trends I believe will shape the landscape of fin - tech this year. Increased Adoption of Artificial Intelligence Fintech businesses have capitalised on the boom in AI to integrate it into many products and services. AI models are being used, for exam - ple, to detect if a customer is being scammed in real time, mitigate the occurrence of e-com - merce fraud, analyse and predict spending pat - terns, and even offer personalised stock trading recommendations. Generative AI is also being used to conduct detailed and well-referenced research on investment themes or strategies. Moving into 2025, we can expect to see various AI models continue to work their way into main - stream fintech offerings. For example, Genera - tive AI can be integrated into brokerage appli - cations and used to summarise relevant news about a particular stock. As “agentic AI” grows in sophistication, they can be used to prepare and execute trading or investment strategies. This could represent the next stage in the evolu -

tion of “algorithmic trading” and “robo-advisory” products. Fintech players would have to balance the ease of AI adoption against the need to ensure these models deliver accurate information. In addi - tion, regulators will need to consider how best to achieve consumer protection and data pro - tection objectives, given the speed of innovation and the novelty of the business models which arise. The Growth of Embedded Finance and Super Apps Embedded Finance – or the bundling of financial products and services alongside non-financial products and services – is not a new trend in and of itself. Insurance products have long been sold alongside flight bookings. However, the fintech scene has observed the increasing occurrence of “Embedded Finance” integrations, particularly in the context of Super Apps, which integrate a wide variety of services into one platform. As an example, we have observed ride-hailing and delivery services being bundled alongside financial products such as buy-now-pay-later facilities and e-wallets. The concept of Embed - ded Finance takes this further, by allowing these financial products to be used not just to make payments to the Super App platform operator (for rides or delivery services), but also to third- party merchants that may sell other goods and services on the platform, not related to transport or food. In particular, Super Apps that are centred around e-wallets allow customers to make payments and transfer money domestically and interna - tionally, and more quickly and inexpensively. Some Super Apps might also allow moneys held in their e-wallets to fund the purchases of

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INTRODUCTION Contributed by: Adrian Ang, Allen & Gledhill LLP

commodities, stocks and even cryptocurrencies on the same unified platform. We would expect these Super App platforms to grow in sophisti - cation in 2025. Growth in Cross-Border Transactions As a corollary, most fintech businesses centre their value propositions around their ability to process many transactions quickly and cheaply, whether domestically or on a cross-border basis. In particular, fintechs have made great strides over the last few years in increasing settlement speeds for cross-border transactions. Among other developments in the sophistica - tion of payment and settlement flows, fintechs have adopted “nostro-vostro” arrangements. For example, where a customer in Singapore wishes to make payment to a merchant in Sweden and pays the Singapore dollar into a Singapore account of the fintech, a traditional cross-border payment flow would involve that Singapore dollar being transferred through vari - ous intermediary payment service providers and correspondent banks, being converted to the Swedish krona, and arriving finally at the fin - tech’s Swedish account. This is contrasted with an arrangement where, once the customer pays Singapore dollar into the fintech’s Singapore account, transactions from other customers paying the same merchant are aggregated during the day, and the equiva - lent sum of Swedish krona is disbursed from the fintech’s Swedish account to the merchant on the same day. This circumvents the multiple lay - ers of intermediaries which increase the fees and time taken to effect the transaction. Stablecoins are also being used as a way to speed up the settlement of cross-border trans - actions. They represent an alternative to other

volatile cryptocurrencies. Their values may achieve such “stability” by a variety of mecha - nisms. The two most common are: • the use of algorithms to buy and sell stable - coins in reserve on the open market, in order to achieve price stability; or • the backing of stablecoins issued by fiat cur - rency-denominated reserve assets effectively “tying” the values of such “single-currency stablecoins” to the values of their reserve currencies. In any case, like other cryptocurrencies, stable - coins can typically be sent on a “peer-to-peer” basis (ie, directly from the wallet of one stable - coin holder to the wallet of another stablecoin holder). This minimises the use of intermediaries, fees and settlement timelines. Even in the example above, where the fintech acts as an intermediary to assist the Swedish merchant to collect Swedish krona from its cus - tomers in Singapore paying in Singapore dol - lars, stablecoins can act as a payment settle - ment layer, used by the fintech to transfer value from Singapore to Sweden. Customers can still pay for goods using Singapore dollars, with the fintech converting those dollars into a Singapore dollar-based single-currency stablecoin for the purposes of the cross-border transfer (ie, from the fintech’s wallet in Singapore to the fintech’s wallet in Sweden), and converting it back to Swedish krona for settlement with the merchant in Sweden. Barring issues such as blockchain network congestion or inadequate estimation of gas fees, the transfer may therefore be com - pleted in a matter of minutes. Today, some of the largest stablecoins by mar - ket capitalisation include the USD-denominated stablecoins issued by Tether and Circle. Moving

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INTRODUCTION Contributed by: Adrian Ang, Allen & Gledhill LLP

forward into 2025, we expect that more “single- currency stablecoins” backed by reserve assets will hit the market, providing an increase in use- cases; not only for facilitating cross-border transactions, but also for acting as a store of value to promote financial inclusion, in markets where access to traditional banking services may be limited. By contrast, interest in “algorithmic stablecoins” may remain muted, particularly in light of con - sumer scepticism after the crash of Terra Luna’s stablecoin in 2022, where massive withdrawals led to the value of the stablecoin slipping below its USD1 algorithmic “peg”. We would also expect regulators to continue to work on robust regulatory frameworks for the regulation of stablecoins and stablecoin issuers. This includes imposing requirements relating to how reserve assets are to be stored (and what these reserve assets are), and prescribed time - lines for consumers to be able to redeem their stablecoins at par for the underlying fiat currency value. Increasing Focus on Consumer Protection Requirements In the past years, consumer protection concerns surrounding cryptocurrency have taken centre stage. Given the spate of cryptocurrency crises in 2022, with the fall of Terra Luna mentioned above, as well as the collapse of the cryptocur - rency exchange FTX in November 2022, both regulators and consumers now take a greater interest in knowing how their cryptocurrencies are being protected, and what measures are being put in place to ensure that they will be able to recover their cryptocurrencies in the event of a crash.

Accordingly, there has been a concerted push by regulators around the world to require more cryptocurrency service providers to implement measures to safeguard customers’ cryptocur - rencies, including implementing “insolvency- remote” structures to hold cryptocurrencies on behalf of customers, storing a defined proportion of customers’ cryptocurrencies in cold wallets, conducting daily reconciliation of assets held on behalf of customers, and putting in place meas - ures to maintain the security of private keys. Moving forward into 2025, we would expect an even greater focus on consumer protection requirements. Adoption and Development of RegTech Solu - tions for Blockchain Analytics, Screening, Trans - action Monitoring, and the Transmission of Val - ue/Wire Transfer Information In tandem with the deepening emphasis on con - sumer protection requirements, regulators are increasingly scrutinising how financial institu - tions comply with requirements relating to are - as such as the conduct of blockchain analytics and screening, transaction monitoring and the transmission of value and wire transfer informa- tion. This may necessitate the adoption of more sophisticated regtech solutions by fintechs, in order to comply with their regulatory require - ments. By contrast to most traditional financial institu - tions, some newer fintechs may not have devel - oped sufficiently robust procedures for trans - mitting and receiving value and wire transfer information. Fintechs may also not be plugged in to any harmonised standards for sending and receiving value transfer information. To fill the void, regtech solutions can be integrated into the process flows of fintechs to allow them to conduct screening and transaction monitoring,

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INTRODUCTION Contributed by: Adrian Ang, Allen & Gledhill LLP

Conclusion In summary, we expect the trends of AI, Embed - ded Finance and Super Apps to continue to dominate the fintech scene. We also expect to see continued growth in the volume and speed of cross-border payments, an increase in the use-cases for “single-currency stablecoins”, an increased regulatory focus on consumer pro - tection requirements, and an increased scru - tiny of how fintechs are complying with regu - latory requirements. The last point is expected to translate into increasing market demand for regtech solutions that allow fintechs to comply with regulatory requirements. For 2025, the Fintech Global Practice Guide con - tinue to cover a wide variety of areas, including new additions on anti-money laundering rules, reverse solicitation, the regulatory treatment of staking, lending and cryptocurrency derivatives, and responsibility for losses. I am sure the Fin - tech Global Practice Guide for 2025 will be a useful resource for all practitioners and partici - pants in the field. Acknowledgement The author would like to acknowledge and thank Alexander Fong and Benjamin Samyna - than, senior associates at Allen & Gledhill, for their invaluable assistance in the writing of this overview.

and fulfil value/wire transfer requirements, more efficiently. Moving forward, we would also expect to see an increased focus on the interoperability of these regtech solutions. For example, some value transfer solution providers may currently require that a transfer of cryptocurrency from fintech A to fintech X can only be accompanied with value transfer information if both fintech A and fintech X have adopted the same value trans - fer solution. As different fintechs A, B, C and D may adopt different value transfer solutions, a single fintech X receiving cryptocurrencies from all of these fintechs may need to adopt all of the different value transfer solutions used by its counterparties, which increases its compliance costs. Accordingly, there may be a growing push for regulators to require value transfer solution providers to be “interoperable”, to prevent such fragmentation and its associated costs. Scams and Responsibility for Losses Regrettably, the remarkable growth of the fin - tech industry has also attracted malicious actors seeking to exploit vulnerabilities and defraud individuals and businesses. Hence, such growth has come alongside a growth in losses due to scams. By one measure, USD1.02 trillion was lost to scams between August 2022 and August 2023. We would expect consumers and regula - tors alike to require fintechs to do more to guard against scams. For example, regulators may implement frameworks for determining when losses to scams should be borne by fintechs as opposed to end-consumers. These frameworks may also aim to better define responsibility amongst the different types of entities that are involved in the “scam chain”, such as financial institutions, consumers and telecommunication companies.

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ARGENTINA

Brazil

Paraguay

Chile

Uruguay

Buenos Aires

Argentina

Law and Practice Contributed by: Santiago J. Mora, Nicolas Garfunkel, Milagros Caneda and May Steward GPG Advisory Partners

Contents 1. Fintech Market p.14 1.1 Evolution of the Fintech Market p.14 2. Fintech Business Models and Regulation in General p.15 2.1 Predominant Business Models p.15 2.2 Regulatory Regime p.15 2.3 Compensation Models p.16 2.4 Variations Between the Regulation of Fintech and Legacy Players p.17 2.5 Regulatory Sandbox p.17 2.6 Jurisdiction of Regulators p.17 2.7 No-Action Letters p.18 2.8 Outsourcing of Regulated Functions p.18 2.9 Gatekeeper Liability p.18 2.10 Significant Enforcement Actions p.18 2.11 Implications of Additional, Non-Financial Services Regulations p.19 2.12 Review of Industry Participants by Parties Other than Regulators p.19 2.13 Conjunction of Unregulated and Regulated Products and Services p.19

2.14 Impact of AML and Sanctions Rules p.20 2.15 Financial Action Task Force Standards p.20 2.16 Reverse Solicitation p.20 3. Robo-Advisers p.20 3.1 Requirement for Different Business Models p.20 3.2 Legacy Players’ Implementation of Solutions Introduced by Robo-Advisers p.21 3.3 Issues Relating to Best Execution of Customer Trades p.21 4. Online Lenders p.21 4.1 Differences in the Business or Regulation of Fiat Currency Loans Provided to Different Entities p.21 4.2 Underwriting Processes p.21 4.3 Sources of Funds for Fiat Currency Loans p.22 4.4 Syndication of Fiat Currency Loans p.22 5. Payment Processors p.22 5.1 Payment Processors’ Use of Payment Rails p.22 5.2 Regulation of Cross-Border Payments and Remittances p.23

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ARGENTINA CONTENTS

6. Marketplaces, Exchanges and Trading Platforms p.23 6.1 Permissible Trading Platforms p.23 6.2 Regulation of Different Asset Classes p.23 6.3 Impact of the Emergence of Cryptocurrency Exchanges p.23 6.4 Listing Standards p.24 6.5 Order Handling Rules p.24 6.6 Rise of Peer-to-Peer Trading Platforms p.24 6.7 Rules of Payment for Order Flow p.24 6.8 Market Integrity Principles p.24 7. High-Frequency and Algorithmic Trading p.25 7.1 Creation and Usage Regulations p.25 7.2 Requirement to Be Licensed or Otherwise Register as Market Makers When Functioning in a Principal Capacity p.25 7.3 Regulatory Distinction Between Funds and Dealers p.25 7.4 Regulation of Programmers and Programming p.25 8. Insurtech p.25 8.1 Underwriting Processes p.25 8.2 Treatment of Different Types of Insurance p.25 9. Regtech p.26 9.1 Regulation of Regtech Providers p.26 9.2 Contractual Terms to Assure Performance and Accuracy p.26 10. Blockchain p.26 10.1 Use of Blockchain in the Financial Services Industry p.26 10.2 Local Regulators’ Approach to Blockchain p.26 10.3 Classification of Blockchain Assets p.27 10.4 Regulation of “Issuers” of Blockchain Assets p.27 10.5 Regulation of Blockchain Asset Trading Platforms p.27 10.6 Staking p.27

10.7 Crypto-Related Lending p.27 10.8 Cryptocurrency Derivatives p.27 10.9 Decentralised Finance (DeFi) p.27 10.10 Regulation of Funds p.27 10.11 Virtual Currencies p.27 10.12 Non-Fungible Tokens (NFTs) p.28 11. Open Banking p.28 11.1 Regulation of Open Banking p.28 11.2 Concerns Raised by Open Banking p.28 12. Fraud p.28 12.1 Elements of Fraud p.28

12.2 Areas of Regulatory Focus p.29 12.3 Responsibility for Losses p.29

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ARGENTINA Law and Practice Contributed by: Santiago J. Mora, Nicolas Garfunkel, Milagros Caneda and May Steward, GPG Advisory Partners

GPG Advisory Partners provides legal and tax counsel to local and international corporate, in - stitutional, and individual clients across a wide range of matters, including corporate law, M&A, regulatory and antitrust, international tax, pri - vate wealth, real estate, and fintech. GPG de - livers customised solutions that address the unique challenges and opportunities faced by each of its clients. The fintech and new technol - ogies department at GPG comprises three part - ners and three associates. Headquartered in Buenos Aires, Argentina, the department serves

clients that operate throughout the Latin Ameri - can region. Recognised as a leader in all fintech matters, the firm specialises in areas such as digital payments, online lending, crypto servic - es, blockchain technology, digital transforma - tion, regtech, IT services, and fintech-related M&A transactions. Its innovative approach and commitment to providing holistic advice have earned GPG a strong reputation as a market leader, counselling some of the most significant players in the industry, including the Argentine Fintech Chamber.

Authors

Santiago J. Mora is a partner at GPG Advisory Partners with over 25 years of legal experience in regulatory matters, fintech and emerging technologies. Santiago is one of

Nicolas Garfunkel is a partner at GPG Advisory Partners who specialises in fintech, international tax and M&A, among other areas. He began his career at JPMorgan Private

the leading experts in fintech regulations. He is the director of fintech law programmes at San Andrés University, Torcuato Di Tella University and Buenos Aires University. He has published various articles on fintech matters since 2007 and co-edited six volumes of the book “Fintech: Legal Aspects” . In addition to a law degree from Blas Pascal University, Santiago has a master’s degree in law and economics from Torcuato Di Tella University.

Bank in its New York and Geneva offices, where he specialised in the design and implementation of tax planning structures and vehicles for UHNWI. Nicolas holds a law degree from the University of Belgrano and an Adv LLM in international tax law from the University of Leiden in the Netherlands.

Milagros Caneda began her career at the Ministry of Social Development of Argentina in 2016, and after working at Marval, O’ Farrell & Mairal she joined GPG Advisory Partners.

May Steward began her career at San Andrés University in 2018, and after working at Allende & Brea she joined GPG Advisory Partners. May holds a law degree from San Andrés

Milagros holds a law degree from Buenos Aires University (Magna Cum Laude) and an LLM in International and European Business Law from KU Leuven University (Belgium).

University (Summa Cum Laude), and has worked as editor-in-chief of the legal journal of the University of San Andrés.

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ARGENTINA Law and Practice Contributed by: Santiago J. Mora, Nicolas Garfunkel, Milagros Caneda and May Steward, GPG Advisory Partners

GPG Advisory Partners Av. Córdoba 315, 1st floor. C1054AAC CABA Argentina Tel: +54 11 4313 6644/6655 Fax: +54 11 4313 6644/6655 Email: info@gpgadvisorypartners.com Web: www.gpgadvisorypartners.com

1. Fintech Market 1.1 Evolution of the Fintech Market Argentina’s fintech market continued growing during the past year. According to the latest surveys, the local eco - system comprises approximately 383 compa - nies. This increase represents a growth rate of 11.7% compared to the previous year. In terms of payments, banking and digital pay - ment accounts grew by approximately 21% from April 2024 to August 2024, reaching 228.5 mil - lion. There were 1.584 million immediate trans - fers in the second quarter of 2024 (84% year-on- year), 1.283 million of which originated or ended in a fintech account (86% year-on-year). One of the regulatory novelties in the payment sector was the opening of the payment sys - tem for public transportation. Through Decree 698/24, the scope of the fare collection system was broadened to include a variety of payment methods that ensure interoperability across all modes of public transport all over the country. This includes surface and underground railways, passenger river transport, and cable car servic - es. Prior to this, the “SUBE” card was the sole

means of payment for these services. With the new regulation, however, the payment ecosys - tem has been expanded to accept additional payment methods, including fintech payments. Regarding credit, according to the latest report from the Fintech Chamber, as of June 2024, it had been recorded that Argentina reached 6 million fintech credit holders. Additionally, out of the 34.1 million credits granted in the coun - try, 18.8% were issued by fintech companies. In contrast, in December 2023, 37.2 million credits were granted, with 15% being issued by fintech companies. On the cryptocurrency front, Argentina was ranked fifteenth in the world and second in Latin America in the latest Chainalysis Global Crypto Adoption Index. This segment is now undergoing a regulatory transition, among other things, with the enactment of Law No 27,739 that defined the concepts of “virtual asset” ( activos virtuales or AV) and “virtual asset service providers” (p roveedores de servicios de activos virtuales or PSAV), designated PSAVs as obligated entities before the Financial Information Unit ( Unidad de Información Financiera or UIF), and created a PSAV Registry under the National Securities

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ARGENTINA Law and Practice Contributed by: Santiago J. Mora, Nicolas Garfunkel, Milagros Caneda and May Steward, GPG Advisory Partners

Exchange Commission ( Comisión Nacional de Valores or CNV). Looking ahead, the fintech sector is expected to continue growing and developing in the next 12 months, with an increase in the number of transactions, customers and businesses. This is mainly because of the recent change of admin - istration in the federal government, which leans towards promoting citizens’ liberties and free - dom of choice in the market, and also because of the good projections in terms of macroeconomic regularisation. At the same time, the regulatory framework is expected to continue evolving and adapting, particularly as the current authorities have actively encouraged public-private dia - logue to support these developments. 2. Fintech Business Models and Regulation in General 2.1 Predominant Business Models In Argentina, the payments, crypto and lending verticals are the predominant business models. In the payments vertical, emerging businesses are innovatively using technology and com - bining it with traditional businesses to speed up, expand and consolidate different payment mechanisms into a single platform, reducing the cost of payment processes. In the crypto vertical, most crypto-asset exchanges operating in Argentina allow their users to acquire various types of cryptocurren - cies and provide access to decentralised finance (DeFi) products. In the crypto vertical, the Argentine Central Bank ( el Banco Central de la República Argentina or BCRA) hinted at the possibility of banks regain -

ing authorisation to trade cryptocurrencies, an authorisation that was revoked in 2023. This possibility would not only benefit banks, but also other fintechs that develop services for businesses, as they could become traditional banks’ crypto partners. Moreover, the enterprise financial management vertical experienced significant growth, mainly driven by the emergence of solutions focused on financial management and business intelligence. The adoption of APIs and modular architectures has become a key trend. In addition, there have been important new pro - jects and start-ups in the regtech sector and in the provision of IT services to financial institu - tions and fintech companies, as well as in the use of blockchain technology. 2.2 Regulatory Regime There is no centralised regulatory framework governing the entire fintech ecosystem in Argen - tina. Instead, there are separate regulations scat - tered throughout the legal system, with some issues receiving more detailed regulation than others. In the following paragraphs, we review the main regulations that apply to the main fin - tech verticals. Payments Verticals The Credit Cards Law No 25,065 (CCL) applies not only to credit card payment systems but also to debit cards, “exclusive purchase cards” and any other payment system related to credit card operations. Financial Entities Law No 21,526 (FEL) applies to financial entities that provide payment services. Before 2020, e-money systems were not expressly covered by any specific regulation within the Argentine domestic legal framework.

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ARGENTINA Law and Practice Contributed by: Santiago J. Mora, Nicolas Garfunkel, Milagros Caneda and May Steward, GPG Advisory Partners

The BCRA therefore issued a series of com - munications in 2020, aimed at regulating these businesses, which have been named “payment service providers that offer payment accounts” ( proveedores de servicios de pago que ofre- cen cuentas de pago or PSPCPs). Throughout 2021, 2022, 2023 and 2024, the BCRA issued further regulation for payment service provid - ers ( proveedores de servicios de pago or PSP), incorporating new roles, including, among oth - ers, initiation, acquiring, aggregation or sub- acquiring, and non-bank agencies that collect payment of taxes and/or services. In addition, all these businesses will also be sub - ject to the Civil and Commercial Code (CCC), Consumer Protection Law No 24,240 (CPL), Anti Money Landering Law No 25,246 (AMLL), Personal Data Protection Law No 25,326 (PDPL) and Digital Signature Law No 25,506 (DSL), among others. Online Lending Businesses Online lending businesses are mainly regulated by the CCC, as regular lending operations, in addition to the CPL, AMLL, PDPL and DSL. Also, in 2020 the BCRA amended the rules regarding “non-financial credit providers” ( proveedores no financieros de crédito or PNFC), making them mandatory for companies that, based on their last financial statements, granted credit in excess of ARS10 million and are not financial institutions. In addition, in 2021 the BCRA regulated crowd - lending businesses, which have been named “providers of credit services between individu- als through platforms” ( proveedores de servicios de créditos entre particulares a través de plata - formas or PSCPP).

Equity crowdfunding is regulated by Entrepre - neurial Capital Support Law No 27,349 (ECSL) and the CNV Resolution No 942/2022. PSAV PSAV businesses were regulated by the pre- existing general rules of the CCC, the CPL, the PDPL and the DSL, among others. In 2024, the regulation of these businesses underwent a series of changes, among other things, through the enactment of Law No 27,739 that modified the AMLL, defined the concepts of AV and PSAV, designated the PSAVs as obli - gated entities before the UIF, and created a PSAV Registry under the CNV. In this context, the CNV and UIF issued Resolutions No 994/24 and 49/24, respectively, to regulate the provi - sions of Law No 27,739. Regtech Businesses Regtech businesses, the provision of computer services and innovations in the use of blockchain technology are regulated by the CCC, the DSL and Intellectual Property Law No 11,723 (IPL). Public Offerings of Securities, Securities Markets and Exchanges Capital Market Law No 26,831 (CML) regulates public offerings of securities, securities markets and exchanges, and intermediaries operating in such markets; it also covers the public offering of term contracts, futures and options, their mar - kets, clearing houses and intermediaries. Insurtech Insurtech activities fall under the general rules of Insurance Law No 17,418 (IL). 2.3 Compensation Models Compensation models vary from business to business and vertical to vertical.

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ARGENTINA Law and Practice Contributed by: Santiago J. Mora, Nicolas Garfunkel, Milagros Caneda and May Steward, GPG Advisory Partners

Businesses related to the payments vertical are usually compensated through transactional commissions that are ultimately borne by the affiliated businesses. PSAVs frequently charge a fee for their services or include their earnings in the prices of the cryp - tocurrencies that can be purchased or sold on their platforms. Businesses related to lending verticals are com - pensated through the interest rate charged to the borrower. It is important to mention that case law exists that limits the interest applicable to loans when such interest is deemed excessive. In regtech undertakings and the provision of IT, as well as blockchain, and services to financial institutions and fintech companies, the compen - sation model is freely agreed between the par - ties (ranging from fixed amounts to variables per transaction). 2.4 Variations Between the Regulation of Fintech and Legacy Players While legacy players’ activity tends to be highly regulated and centralised mostly by the BCRA and the CNV, the regulation applicable to the fin - tech industry is more flexible and, as mentioned in 2.2 Regulatory Regime , there is no central - ised regulatory framework governing the entire fintech ecosystem. Nevertheless, the BCRA and the CNV do issue specific regulations on most of the verticals. Unlike financial institutions, in some cases, prior authorisation from a state agency is not required to carry out or operate a fintech business. There are also some distinctions from a tax per - spective between transactions carried out by or

through financial institutions and transactions carried out by or through fintech companies. However, it is likely that such distinctions will gradually disappear. 2.5 Regulatory Sandbox There is no regulatory sandbox in Argentina. However, in April 2022, the CNV launched an “Innovation Hub” aimed at those entities with service technology projects and/or innovative financial products that are linked to the capital market. This was to be the first step towards a possible CNV regulatory sandbox, which was ultimately not launched in 2023. Also, the Argentine Fintech Chamber, in col - laboration with the organisation Crecimiento, submitted a proposal to regulate the tokenisa - tion of real-world assets (RWA) through a sand - box. Regulatory agencies (BCRA, CNV and UIF) remain in constant communication with the Chamber and the organisation regarding the proposal and have shown interest in advancing it. 2.6 Jurisdiction of Regulators Just as fintech regulations are scattered (as mentioned in 2.2 Regulatory Regime ), so too is the jurisdiction of the regulators involved in The BCRA has jurisdiction over entities engaged in regular intermediation between the supply and demand of financial resources (financial insti - tutions) that fall within the scope of FEL. It is responsible for the regulation and supervision of monetary policy, credit policies and exchange control regulations. In addition, the BCRA has competence in payments and can expand the sector. The BCRA

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ARGENTINA Law and Practice Contributed by: Santiago J. Mora, Nicolas Garfunkel, Milagros Caneda and May Steward, GPG Advisory Partners

its regulatory purview to other activities when deemed necessary, considering the volume of operations and their impact on credit and mon - etary policies. The CNV The CNV is responsible for implementing the CML. It has jurisdiction and oversight over vari - ous areas, including public offerings, broker - age entities, collective investment schemes, and securities exchanges and markets. Also, as mentioned in 2.2 Regulatory Regime , after the issuing of Law No 27,739, the CNV has jurisdic - tion over and oversees PSAVs. The AAIP Another relevant regulator is the Public Infor - mation Access Agency ( Agencia de Acceso a la Información Pública or AAIP), which is the imple - menting authority of the PDPL. The UIF The UIF is the implementing authority of the AMLL. The SSN The Superintendence of Insurance ( Superin- tendencia de Seguros de la Nación or SSN) has jurisdiction over the Insurance Law (IL), super - vising the activities of producers, intermediaries, and insurance and reinsurance entities. 2.7 No-Action Letters In Argentina, regulators do not issue “no-action” letters. 2.8 Outsourcing of Regulated Functions Financial institutions may outsource several functions to third-party vendors. However, this activity is regulated by the BCRA, which must be informed of such arrangements and which may carry out inspections of the premises and activi -

ties of the vendors. Despite this, the outsourcing of regulated functions does not release a finan - cial institution from its obligations vis-à-vis its clients and the BCRA. 2.9 Gatekeeper Liability Fintech providers are under no specific legal obligation to act as gatekeepers. At the same time, these entities fall under the general security and diligence obligations con - tained in the CCC, the CPL and the PDPL and must therefore ensure that their platforms oper - ate adequately. In addition, almost all fintech companies fall within the scope of the AMLL and are considered reporting entities under the regulations, subject to registration, know your customer (KYC) and suspicious transaction reporting obligations. 2.10 Significant Enforcement Actions When the scope of the services provided by fin - tech companies is not well defined or fintech companies engage in activities that fall within the scope of the FEL or the CML, without the corresponding authorisations, or fail to comply with the regulations applicable to them by any of the regulatory agencies (BCRA, CNV, UIF), these authorities may initiate summary investigations and impose sanctions. The sanctions applicable to individuals and legal entities that violate the provisions include warnings or notices, financial penalties, and temporary or permanent prohibitions to operate and disqualifications from serving as directors, administrators, trustees, members of supervi - sory boards, managers, compliance officers, or auditors, among others.

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ARGENTINA Law and Practice Contributed by: Santiago J. Mora, Nicolas Garfunkel, Milagros Caneda and May Steward, GPG Advisory Partners

Regulation of Cybersecurity There is no uniform set of rules regarding cyber - security. Responsibility (including the indemnifi - cation regime) arising from the loss of information by fintech companies is governed, in principle, by the CCC, the CPL and the PDPL. Resolution 47/18 issued by the AAIP sets forth a series of recommended security measures aimed at facili - tating compliance with the PDPL, including mat - ters related to the collection of personal data, access control, control of changes, back-up and recovery, vulnerability management, information destruction, security incidents and development environments. Likewise, among other specific rules, the BCRA has established cybersecurity standards for banks and PSPs and the CNV has submitted similar standards for PSAVs to public consulta - tion. Regulation of Software Development Software development is generally regulated by the CCC and the IPL. 2.12 Review of Industry Participants by Parties Other than Regulators In addition to regulators, there are other relevant players actively involved in the sector. The most important fintech companies are grouped in the Argentine Fintech Chamber, and different bank associations represent the interests of financial institutions. There are also important organisa - tions that promote the use of blockchain tech - nology in its various forms. 2.13 Conjunction of Unregulated and Regulated Products and Services In Argentina, there are several cases of industry participants offering unregulated products and services in conjunction with regulated products and services.

Additionally, if the investigation reveals the com - mission of crimes, the authorities may initiate the corresponding criminal actions. 2.11 Implications of Additional, Non- Financial Services Regulations The CCC As mentioned in 2.2 Regulatory Regime , all fin - tech businesses fall under the provisions of the CCC, based on the similarities of their opera - tions with nominated businesses provided for in the CCC. In addition, the general rules applica - ble to contracts and obligations under the CCC include the following topics: • liability regime (Section 1708 et seq); • accountability regime ( rendición de cuentas ) (Section 858 et seq); • the principle of good faith (Section 961); and • standard-form contracts (Section 984 et seq). The DSL The DSL also applies since this regulation incor - porates the concepts of digital documents, elec - tronic signatures and digital signatures into the Argentine legal framework and establishes the terms of equivalence between these new con - cepts and the concepts of material documents and handwritten signatures. The PDPL The PDPL establishes several rights that com - panies must recognise regarding personal data holders. It also limits the way data can be col - lected and processed and mandates specific actions that companies must take before the competent authority. The CPL B2C business is subject to the CPL, which is designed to protect consumers as the weaker party in contractual relationships.

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ARGENTINA Law and Practice Contributed by: Santiago J. Mora, Nicolas Garfunkel, Milagros Caneda and May Steward, GPG Advisory Partners

Many fintech companies offer unregulated prod - ucts and services in conjunction with regulated products. For example, Mercado Libre (an Argentine com - pany that hosts the largest online commerce and payments ecosystem in Latin America) operates simultaneously from a single entity as a PSPCP, a PNFC and a marketplace. Also, Mercado Libre offers its clients the possibility to invest in funds administrated by different companies. In addition, the BCRA has allowed financial institutions to participate in fintech companies and provide unregulated services through these companies. Notwithstanding the above, it is worth mention - ing that in May 2022 the BCRA prohibited finan - cial institutions from carrying out or facilitating their clients to carry out operations with crypto- assets, which was also extended to PSPCPs in May 2023, banning these companies from carry - ing out and facilitating crypto-asset transactions for their clients. It is expected that this ban will be lifted in the medium term. 2.14 Impact of AML and Sanctions Rules The reform of the AMLL that came into effect with the enactment of Law No 27,739 significantly impacted many fintech businesses, primarily by expanding the scope of reporting entities. Nota - bly, the new reporting requirements now apply to all functions of PSP, PSAVs, and PNFCs. Under the AMLL, these entities are required to fulfil several obligations, including registering with the UIF, identifying ultimate beneficial own - ers, demonstrating AML/CFT prevention proce - dures, appointing compliance officers, assess - ing the risk profile of each client, conducting due

diligence, investigating the origin of funds flow - ing through their platforms, etc. Regarding sanctions, the reform also introduced stricter penalties. The potential fines applicable in such proceedings have increased, and a new sanction allows for the disqualification of com - pliance officers in cases of non-compliance. 2.15 Financial Action Task Force Standards Argentina’s AML and sanctions framework fol - lows the standards imposed by the Financial Action Task Force (FATF). As a member of the FATF since 2000, Argentina aligns its regulations with the organisation’s recommendations. 2.16 Reverse Solicitation Argentina has not regulated reverse solicitation in general. However, CNV’s General Resolu - tion No 1016/2024 regulates a safe harbour in reverse solicitation for securities. 3. Robo-Advisers 3.1 Requirement for Different Business Models Robo-adviser services can vary, ranging from financial advice to the possible assumption and automated management of the client’s invest - ment portfolio based on their profile. Robo-advisers are subject to the same regula - tions applicable to agents (brokers and invest - ment managers) who are authorised to partici - pate in exchanges and markets under the CML and CNV regulations. Through its rules and general resolutions, the CNV regulates different figures that could use robo-advisers as an investment tool. Therefore,

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ARGENTINA Law and Practice Contributed by: Santiago J. Mora, Nicolas Garfunkel, Milagros Caneda and May Steward, GPG Advisory Partners

the use of a robo-adviser by an agent regulated by the CNV will be subject to the general rules applicable to such activity. 3.2 Legacy Players’ Implementation of Solutions Introduced by Robo-Advisers Legacy players continue to carry out their activi - ties within the existing legal framework. Although robo-advisers are gaining increasing popularity among investors, traditional players have not yet widely implemented the use of robo-adviser solutions. 3.3 Issues Relating to Best Execution of Customer Trades In line with international guidelines, proper exe - cution of client operations involves knowing the integral profile of the client (their risk profile as well as their financial expectations) and, on the basis of this information, providing advice in a reasonable manner that is personalised and consistent between the profile of the investor and the recommended trade.

its lending activity is subject to the PNFC regu - lations mentioned in 2.2 Regulatory Regime , which establish the need to register and report to the BCRA, as well as a series of information duties addressed to its clients, and certain obli - gations and conditions applicable to its opera - tion, including how to calculate rates and impose additional charges, how their contracts should be redacted, and how to handle claims. Fintech lenders tend to cater to the credit mar - ket, which is not usually covered by traditional lenders; ie, individuals with insufficient credit records. Further, under Law No 27,739, PNFCs were included as reporting subjects. Therefore, in addition to the obligations that may apply to them under the scope of the BCRA, their activ - ity is now supervised by the UIF (as was the case with financial institutions). 4.2 Underwriting Processes Fintech companies operating in the online credit market rely on various digital onboarding sys - tems to identify and link with clients remotely, using digital documents and electronic signa - tures. However, these systems vary in terms of their security measures. To reinforce customer identification and credit risk prediction, these companies are increasingly utilising the opportunity to collect, process, and cross-check customer information. Recently, the BCRA and the UIF have also authorised banks to introduce a fully digital onboarding experience, which has led to the emergence of 100% digital financial entities. Also, under Law No 27,739, PNFCs were includ - ed as reporting subjects, and must comply with

4. Online Lenders 4.1 Differences in the Business or Regulation of Fiat Currency Loans Provided to Different Entities

When the online lender is a financial institution (which finances its loans with third-party depos - its), the activity is heavily regulated by the BCRA in order to safeguard the funds of the general public. In this sense, there are restrictions on the amount of the loans that can be granted, the concentration among sectors, etc. Where the online lender is a fintech company (in which case, the main source of funds is own capital and the securitisation of previous loans),

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