R-CNMV-2025-27-MV — Regulation for Collaborative Financing (Crowdfunding) of Investment in the Securities Market

SIMV
CERTIFICATION

The undersigned, Mr. Ervin Novas Bello, Manager of the Central Bank of the Dominican Republic (hereinafter "Central Bank"), representing the Governor of the Central Bank, ex officio member and President of the National Securities Market Council (hereinafter "Council"); and Mrs. Fabel Maria Sandoval Ventura, Secretary of the Council,

CERTIFY that the text below constitutes a complete and faithful copy transcribed from the original of the First Resolution, R-CNMV-2025-27-MV, adopted by the Council in the meeting held on Tuesday, the ninth (9) day of December in the year two thousand twenty-five (2025), which is kept in the archives of this Secretariat, namely:

"FIRST RESOLUTION OF THE NATIONAL SECURITIES MARKET COUNCIL DATED NINE (9) OF DECEMBER OF TWO THOUSAND TWENTY-FIVE (2025). R-CNMV-2025-27-MV

REFERENCE: Approval of the Regulation for Collaborative Financing (Crowdfunding) of Investment in the Securities Market.

WHEREAS:

That by means of the communication received on the third (3) day of December of the year two thousand twenty-five (2025), the Superintendent of the Securities Market (hereinafter "Superintendent") submitted to the knowledge and consideration of the National Securities Market Council (hereinafter "Council") a request for approval of the draft Regulation for Collaborative Financing (Crowdfunding) of Investment in the Securities Market (hereinafter, "draft Regulation" or by its full name), with the aim of receiving final sanction.

That in accordance with the powers conferred by Law No. 249-17, of the Securities Market of the Dominican Republic, which repeals and substitutes Law No. 19-00, of the eighth (8) day of May of the year two thousand (2000), promulgated on the nineteenth (19) day of December of two thousand seventeen (2017), and its modification (hereinafter "Law No. 249-17"), and the Internal Regulation of the Council, adopted by this collegiate body through the First Resolution, R-CNMV-2018-06-MV, issued on the twenty-ninth (29) day of November of the year two thousand eighteen (2018) (hereinafter "Internal Regulation of the Council"); the Council, meeting validly after prior summons with the corresponding supporting documentation, deems it appropriate to state the following:

CONSIDERING:

1. That, under the auspices of Article 7 of Law No. 249-17, the Securities Market Superintendence (hereinafter "Superintendence") has as its objective to promote an orderly, efficient, and transparent securities market, protect investors, ensure compliance with the aforementioned legal statute, and mitigate systemic risk, through the regulation and supervision of natural and legal persons operating in the securities market.

2. That from the combined reading of Articles 10 and 13 of the aforementioned normative piece, it is derived that the Superintendence is integrated by a collegiate body, the Council, with essentially normative, supervisory, and control functions; and an executive official, the Superintendent, who is in charge of the direction, control, and representation of the institution.

3. That the aforementioned Article 13, in its paragraph 4, states that it constitutes an attribution of the Council to periodically review the regulatory framework of the securities market, adapting it to the trends and realities of the market, and to propose, on its own initiative or upon proposal of the Superintendent, the modifications that are necessary.

4. That, in addition to the foregoing, paragraph 5 confers upon the Council the attribution to "[d]ictate, upon proposal of the Superintendent, the regulations for the application of this law."

5. That, in the same way, Article 25 of Law No. 249-17 reiterates that "[t]he Council is the competent body to establish regulations relating to the activities of the securities market indicated in this law."

6. That paragraph I of said article adds that "[i]n the exercise of regulatory power, the Council and the Superintendence will observe the principles of legality and the rules of public consultation, participation, and transparency contained in the Constitution of the Republic and the laws in force."

7. That it is worth highlighting that Article 2 of the aforementioned Law No. 249-17 reveals that the provisions contained in said legal statute apply to all natural and legal persons who carry out activities, operations, and transactions in the securities market of the Dominican Republic, with public offer securities that are offered or traded within national territory.

8. That in accordance with Article 3, paragraph 33, of Law No. 249-17, a securities market participant "[i]s the natural or legal person, registered in the Securities Market Registry and regulated by the Securities Market Superintendence."

9. That, in this regard, Article 36 of that same law establishes that "[t]he Superintendence will have a Registry available to the public, which may be electronic, and in it will be registered the natural and legal persons who participate in the securities market, as well as public information regarding the securities registered in the Registry and the participants of the securities market regulated by this law."

10. That Article 46, paragraph, of the aforementioned normative piece, establishes that "the Superintendence and the Participants of the Securities Market will promote access to the securities market of small and medium-sized enterprises (...) establishing for this effect differentiated and preferential tariffs."

11. That Law No. 249-17 defines in its Article 3, paragraph 41, the term "Security" as the "right or set of rights of essentially economic content, which incorporates a literal and autonomous right that is exercised by its legitimate holder", including those derivative instruments that are registered in the Securities Market Registry.

12. That, likewise, that same article, in its paragraph 31, defines "Public Offer" as "any offering, direct or indirect, made by any person to the general public or to specific sectors or groups thereof, through any means of communication or dissemination, for them to subscribe to, acquire, alienate, or trade individually an indeterminate number of securities."

13. That Article 48 of the aforementioned procedural law stipulates that "the Superintendence will be the only body authorized to authorize the public offering of securities throughout the territory of the Dominican Republic, prior to the presentation of the requirements established in this law and its regulations."

14. That, in virtue thereof, Article 50, paragraph 1, of Law No. 249-17, provides that the Superintendence may "establish differentiated authorization regimes or exempt from compliance with any of the requirements of this law certain issuers and types of public offerings of securities, according to the characteristics of the issuers, of the recipients of the securities, of the limited number of these, the minimum amounts of the issuances; the nature and origin of the negotiable securities, or any other particularity that justifies it technically."

15. That, specifically, Article 57 of the legislation in question states that "the subscription of public offer securities in the primary market will be carried out in the stock exchanges by one or more securities intermediaries contracted by the issuer, in accordance with what is established reglementarily."

16. That, in that sense, Article 284 of Law No. 249-17 points out that stock exchanges "are centralized negotiation mechanisms whose object is to provide all the necessary services for the efficient realization of transactions with securities in a continuous and orderly manner, as well as to carry out activities and related services that are necessary for the adequate development of the securities market, prior to the approval of the Superintendence."

17. That, within the functions and attributions conferred upon stock exchanges, Article 288, paragraph 10, of Law No. 249-17 establishes that these may "carry out any other activities that contribute to the development of the securities market, prior to the approval of the Superintendence."

18. That, in accordance with what is provided in Article 154 of Law No. 249-17, "securities intermediaries are anonymous societies constituted in accordance with the Law of Societies, whose sole corporate object is the intermediation of public offer securities and the other authorized activities provided for in this law."

19. That, among the activities authorized for securities intermediaries, Article 157, paragraph 11, of the aforementioned law includes that they may "carry out primary placements of public offer securities, according to the modalities established reglementarily."

20. That, within the initiatives contemplated in the regulatory agenda or planning of the Superintendence, corresponding to the period from March to September of the year two thousand twenty-five (2025), approved by the Council through the Second Resolution, R-CNMV-2025-02-SIMV, of the twenty-fifth (25) day of February of the year two thousand twenty-five (2025), and subsequently modified by the First Resolution, R-CNMV-2025-14-SIMV, dated the seventh (7) day of May of the year two thousand twenty-five (2025), the draft Regulation for Collaborative Financing (Crowdfunding) in the Securities Market was included.

21. That, on the fifteenth (15) day of July of the year two thousand twenty-five (2025), through the First Resolution, R-CNMV-2025-17-MV, the Council authorized the Superintendent to submit the aforementioned draft Regulation to public consultation by market participants and other interested sectors, in compliance with what is provided in Law No. 200-04, General Law on Free Access to Public Information, dated the twenty-eighth (28) day of July of the year two thousand four (2004), its implementing regulation approved through Decree No. 130-05, dated the twenty-fifth (25) day of February of the year two thousand five (2005), and other applicable regulations.

22. That, by means of communication received in the Council Secretariat on the third (3) day of December of the year two thousand twenty-five (2025), the Superintendent submitted for final sanction of this collegiate body the draft Regulation for Collaborative Financing of Investment (Crowdfunding) in the Securities Market.

23. That, in accordance with the content of the aforementioned letter, "the essential object of this regulatory project lies in regulating the collaborative financing (crowdfunding) of investment activity carried out through the issuance of public offer securities, developing the requirements that will govern the authorization and registration process in the Securities Market Registry of these issuances, the authorization and functioning process of the administrative societies of centralized negotiation mechanisms that provide Collaborative Financing Platforms, and the obligations of other Participants of the Securities Market involved in Collaborative Financing, in accordance with what is provided in the Securities Market Law and its complementary regulations."

24. That, likewise, it is noted that, in strict compliance with the applicable legal order, the draft Regulation was submitted to public consultation from the seventh (7) day of August to the thirteenth (13) day of October of the year two thousand twenty-five (2025), inclusive, having exhausted all the formalities required for the modifications derived from the consultative process to be duly presented to this Council for its consideration and eventual final approval.

25. That, together with the request elevated by the Superintendent, documents submitted by the technical body of the Superintendence were also sent, among others, a report prepared for this effect, a matrix of observations received during the public consultation process, and the draft regulatory project.

26. That, as part of the actions oriented to guarantee the adequate substantiation of the regulatory proposal, an ex ante regulatory impact analysis and an exposition of motives are found in the administrative dossier.

27. That from the examination of the documentation that makes up the file, it is verified that, as a result of the consultative process, observations and comments were received formulated by the Dominican Association of Investment Fund Administrating Societies, Inc. (ADOSAFI), the Stock Exchange Association, Inc. (APB), the Centralized Securities Depository CEVALDOM, the Stock and Securities Markets, S.A. (BVRD), as well as by actors from the general public and recognized experts interested in the project.

28. That it is also highlighted that the analysis of the observations and comments received counted with the participation of officials and collaborators from the technical units of the Superintendence.

29. That, in observance of the principles of transparency and participation, the relationship of relevant data supplied indicates that various interactions were held with the interested sectors, among them: i) an open virtual seminar to the public held on the twenty-fifth (25) day of September of the year two thousand twenty-five (2025); ii) a particular working session with the Stock and Securities Markets of the Dominican Republic, S.A. (BVRD), held on the eleventh (11) day of November of the year two thousand twenty-five (2025), as a key actor for the implementation of the normative; iii) the presentation of the main aspects of the project to the Technical Committee of the National Committee Against Money Laundering and Financing of Terrorism (CONCLAFIT), carried out on the thirteenth (13) day of November of the year two thousand twenty-five (2025); and, iv) a working table sustained on the first (1) day of December of the year two thousand twenty-five (2025) with obligated subjects and representatives of guilds linked to the sector, with the purpose of exchanging impressions regarding the comments of greater relevance received during the public consultation.

30. That, as a result of the consultative process, the draft Regulation incorporated various improvements with the aim of strengthening the regulatory proposal, among which the following stand out:

• The elimination of the regulatory adaptation deadline.
• The suppression of the limitation that restricted Small and Medium-sized Enterprises (hereinafter "SMEs" or by its full name) as the only possible issuers of collaborative financing securities.
• The increase in the maximum amount allowed for issuances.
• The review of the authorization requirements applicable to issuers and to collaborative financing securities issuances.
• The clarification of the role of securities intermediaries in relation to the access of investors to collaborative financing securities.
• The extension of the validity of the public offer authorization.

31. That the matrix of observations and comments received during the public consultation presents a consolidated relationship that collects, in a structured manner, the observations formulated, duly analyzed by the technical body of the Superintendence.

32. That, during the presentation made before this collegiate body, the technical team of the Superintendence orally exposed the essential aspects that support the normative proposal, highlighting its coherence with the current legal framework, its contribution to the development of the capital market, and the main adjustments incorporated as a result of the observations received in the public consultation process, which enriched and strengthened the project.

33. That, at this point, it is necessary to underline that the technical report submitted highlights that currently there is no normative instrument in the legal order that regulates collaborative investment financing; therefore, the draft Regulation constitutes the necessary enabling title to establish a proportional regulatory regime, oriented to facilitate the participation of non-traditional issuers -including SMEs- in the securities market, under conditions of transparency, adequate supervision, and legal security.

34. That the aforementioned report indicates that this regulatory regime aligns with the State's objectives in matters of financial inclusion, productive development, and strengthening of the Fintech ecosystem, contributing to the design of a regulatory environment that favors access to diversified financing mechanisms and with lower transactional costs.

35. That, in that same line, the report identifies as key elements of the regulatory project: i) the establishment of a simplified procedure for the request for authorization of public offering of collaborative financing securities; ii) the structuring of the approval process of the request and registration in the Securities Market Registry applicable to the Administrating Societies of Collaborative Financing Platforms; and, iii) the implementation of a reporting regime applicable to the obligated subjects involved in this activity.

36. That, likewise, it is highlighted that, since the year two thousand twenty-two (2022), the Superintendence has developed multiple training days and working sessions with participants and actors from the public and private sectors, considering that this project constitutes a relevant milestone for the Dominican securities market, which allowed socializing the initiative, identifying risks, collecting recommendations, aligning expectations, and strengthening the normative proposal based on such feedback.

37. That the Constitution of the Dominican Republic, voted and proclaimed by the National Assembly on the twenty-seventh (27) day of October of the year two thousand twenty-four (2024), establishes in its Article 138 that Public Administration "is subject in its actions to the principles of efficiency, hierarchy, objectivity, equality, transparency, economy, publicity, and coordination, with full submission to the legal order of the State."

38. That, in attention to the principle of legality enshrined in Article 3, paragraph 1, of Law No. 107-13, on the Rights of Persons in their Relations with the Administration and Administrative Procedure, promulgated on the sixth (6) day of the month of August of the year two thousand thirteen (2013) (hereinafter "Law No. 107-13"), no administrative action can be situated outside the law.

39. That, in accordance with the principle of legal security, predictability, and normative certainty, collected in Article number 3, paragraph 8, of the aforementioned Law No. 107-13, this collegiate body is subject to the law in force at each moment, without it being able to arbitrarily vary the legal norms nor the administrative criteria.

40. That this legal principle implies a mandate that imposes on the Council to observe the established norms and guarantee certainty of law and consequent predictability, confidence, and predetermination of its action.

41. That, likewise, attending to the principle of rationality instituted in Article 3, paragraph 4, of Law No. 107-13, applicable especially to the motivation and argumentation of any administrative action, this collegiate body is compelled to adopt founded decisions that objectively weigh all interests at stake, in accordance with the postulates of good governance.

42. That the Eighth Consideration of Law No. 249-17 highlights the importance of fostering "the participation of a greater number of entities in the collection of resources, among them small and medium-sized enterprises, so that this financing modality can be developed while offering investors a variety of investment options that allow them to diversify their savings, which contributes to the strengthening and growth of our country's economy."

43. That, in congruence with the foregoing, the Fourth and Fifth Considerations of the cited law highlight the need to promote transparent and competitive markets, equipping the regulatory body with broad normative powers to dictate particular regulations that allow an timely adaptation of the regulatory framework to the dynamics of the securities market.

44. That, at the moment of weighing the proposal, this Council values that the observations received allow verifying the need to establish differentiated regimes for the traditional mechanisms of public offer to reduce the regulatory burden in accordance with the structure and dimension of smaller-scale companies, allowing their access to the capital market as a legitimate and sustainable source of financing.

45. That this context highlights the importance of expanding and diversifying the financing alternatives available for non-traditional issuers, particularly SMEs, a sector that represents more than thirty-one percent (31%) of the Gross Domestic Product (GDP) and more than sixty-one percent (61%) of national employment, but which faces structural barriers to accessing formal credit, affecting its capacity for investment, expansion, and productivity.

46. That, in the international scope, the financing...