RIGI and energy projects in Argentina: managing contractual and regulatory risks

April 2026  |  SPECIAL REPORT: INFRASTRUCTURE & PROJECT FINANCE

Financier Worldwide Magazine

April 2026 Issue

Following the change of administration in late 2023, Argentina has promoted a policy agenda aimed at modifying the regulatory and economic framework applicable to investment projects. In that context, on 8 July 2024, the Argentine Congress passed the Incentive Regime for Large Investments (RIGI).

The RIGI is a statutory regime established in Title VII (articles 164–228) of Law No. 27,742 and further regulated by the executive branch through Decree No. 749/2024 (and subsequent amendments and implementing provisions). For purposes of this article, references to RIGI mean, collectively, the provisions of Law No. 27,742 governing the regime and the applicable implementing regulations (including Decree No. 749/2024, as amended, and related regulations, as in force from time to time).

As a matter of design, the RIGI provides a promotional framework intended to facilitate large-scale investment projects in Argentina by setting out eligibility requirements for project admission, a set of incentives, primarily in the tax, customs and foreign exchange areas, applicable to qualifying projects, and stability and dispute resolution mechanisms aimed at addressing certain categories of conflicts that may arise during the lifecycle of the investment.

Energy, oil & gas, and related infrastructure projects are among the sectors that fall within the scope of the regime, subject to meeting the statutory thresholds and the conditions established therein. In that sense, the RIGI is relevant for sponsors, lenders, contractors and other stakeholders participating in complex projects where regulatory approvals, fiscal treatment, foreign-exchange rules and long term contractual arrangements are material to project execution and bankability.

This article provides an overview of the RIGI’s key features, with emphasis on issues commonly encountered in energy and oil and gas projects. It focuses on how the regime’s framework may affect the allocation and management of contractual and regulatory risks, including the mechanisms available to address disputes arising in connection with RIGI-admitted projects.

Key features of the RIGI

The RIGI establishes a promotional framework for qualifying “large investments” implemented through a single-project vehicle (VPU) in connection with a “single project”, i.e., a planned development exclusively dedicated to covered activities and whose assets and activities constitute an indivisible economic unit. Below we summarise its key features.

Admission is structured around a single project implemented through a VPU. For certain project categories, such as long term strategic export projects, the implementing regulation expressly contemplates scenarios where a single project may be carried out by more than one VPU, subject to specific conditions, including physical integration where components exceed a 200km radius, and a framework of obligations and responsibility among VPUs.

Decree 749/2024 creates three registries, whose operating rules are issued by the authority of application: (i) registry of VPUs (vehicles admitted under the regime); (ii) registry of long term strategic export projects (a category of export-oriented projects subject to specific requirements and special rules); and (iii) registry of RIGI suppliers (for suppliers of goods or services involving imported goods under the RIGI’s customs-related incentive, subject to project linkage and other conditions).

The application for admission must include an investment plan and be filed with the authority of application, signed by the VPU’s legal representative. The evaluation process includes technical review and a recommendation mechanism through a project evaluation committee; supplier applications are evaluated by the secretariat of industry and commerce within the Ministry of Economy.

The regulation specifies minimum amounts by sector and subsector, and those amounts have been updated through later amendments (including the substitution of article 29 of the Annex by Decree 105/2026). In the case of long term strategic export projects, the regulation sets a US$2bn minimum investment threshold.

Dispute resolution framework under the RIGI

The RIGI’s implementing regulation provides that the authority of application may propose project-specific dispute resolution mechanisms to the executive branch, subject to the VPU’s express consent. Within that framework, the dispute management architecture under the RIGI generally includes the stages and tools outlined below.

Consultation and amicable negotiations (pre-adjudication stage). Before initiating adjudicatory proceedings, the regulation requires the parties to attempt to resolve the dispute through consultations and amicable negotiations following a notice of dispute. The regulation provides a 180-day period from the notice of dispute and, in certain cases, requires a renewed notice and a new 60-day consultation period before commencing arbitration.

Separately, article 221 of the Bases Law provides that, if the dispute cannot be solved amicably within 60 days from the VPU’s notice to the state, the dispute is to be submitted to arbitration under the options described below.

Panel RIGI. Decree 749/2024 creates the Panel RIGI to address disputes under article 221 where the relevant project has adopted the panel as its dispute resolution mechanism. The panel may receive submissions, convene conciliation hearings and, if a settlement is reached, approve it with the effect of an arbitral award. It may also order evidentiary measures and decide matters within its jurisdiction.

The panel is composed of three professionals (including an engineering specialist, an economics specialist and at least one lawyer) selected from an official roster; members are appointed by party agreement, failing which the authority of application completes appointments through a public draw (per the regulatory scheme governing the roster and appointments).

Panel members are subject to independence and confidentiality obligations. Decisions must be issued within 60 days from closure (extendable once). Each party bears its own costs, and panel costs are shared equally.

Arbitration. The regime contemplates arbitration as a dispute resolution mechanism under article 221 of Law No. 27,742, subject to the conditions established in the law and the implementing regulation.

The VPU must expressly state, in its request for admission, its acceptance that disputes will be resolved through the mechanisms contemplated in article 221. Upon approval of adhesion and the investment plan, the arbitration contract is deemed perfected and takes effect from the administrative act granting admission.

The legal framework covers disputes between the state and the VPU relating to the RIGI and the exercise, application or termination of rights, benefits or incentives under the regime (as articulated in the law or regulation).

The Bases Law expressly provides that no prior administrative claims or challenges are required, and exhaustion of administrative remedies is not a prerequisite to submit controversies under the regime to arbitration. It further states that no expiry term applies to commence an arbitral claim, even after an express administrative decision, and that administrative filings may be unilaterally withdrawn to pursue arbitration.

If the dispute is not resolved amicably within the statutory period, article 221 provides that the dispute is to be submitted to arbitration, at the VPU’s choice, under one of the following sets of rules: (i) the Permanent Court of Arbitration Arbitration Rules 2012 (Reglamento de Arbitraje de la CPA de 2012); (ii) International Chamber of Commerce Arbitration Rules, excluding the expedited procedure rules; or (iii) International Centre for Settlement of Investment Disputes (ICSID) Convention arbitration, or (as applicable) ICSID Additional Facility Arbitration Rules.

Article 221 provides that, except where the VPU opts for arbitration under the ICSID Convention, the arbitral tribunal or administering institution will define the seat, which must be outside Argentina and in a country that is a party to the 1958 New York Convention.

The arbitral tribunal is composed of three arbitrators, selected under the applicable rules, and none of the arbitrators may be a national of Argentina or of the home state of the VPU’s majority shareholder.

Arbitration is conducted in Spanish, except that in ICC or ICSID proceedings brought by foreign partners or shareholders under the scenarios contemplated in article 221, it may be conducted in Spanish or English.

Decree 749/2024 provides consolidation rules for multiple arbitrations under Law 27,742 relating to the same dispute or project (and, for strategic export projects, the same single project), upon the state’s request. It also addresses the scenario of parallel treaty arbitrations, providing for accumulation with the first-filed arbitration and, if accumulation is not possible, discontinuance of the Law 27,742 arbitration claims to the extent they concern foreign partners or shareholders who are also initiating treaty arbitration.

The Bases Law states that rights and incentives acquired under the regime are considered “protected investments” under applicable investment treaties, and that impairment may engage Argentina’s international responsibility, without prejudice to the remedies under the RIGI.

Sectors covered by the RIGI

The sectors covered by the RIGI include forestry, tourism, infrastructure, mining, technology, iron & steel, energy, and oil & gas. Decree 749 further lists the permitted activities within each sector.

With respect to the energy industry, the regime encompasses activities related to the generation, storage, transmission or distribution of electric power – whether from renewable or non‑renewable sources – as well as the production of other low‑carbon energies, bioenergy, and the capture, transportation and storage of carbon dioxide.

In the oil & gas sector, permitted activities include: (i) the construction of treatment plants, natural gas liquids separation plants, oil pipelines, gas pipelines, and multiproduct pipelines, as well as storage facilities; (ii) the transportation and storage of liquid and gaseous hydrocarbons; (iii) petrochemical activities, including fertiliser production and refining; (iv) the production, gathering, treatment, processing, fractionation, and liquefaction of natural gas, and the transportation of natural gas intended for the export of liquefied natural gas, as well as the infrastructure works necessary for the development of the aforementioned industry; and (v) offshore exploration and exploitation of liquid and gaseous hydrocarbons.

The minimum investment amount for this sector ranges from US$200m to US$600m, depending on the specific activity.

Main incentives and benefits relevant to large-scale energy projects

The RIGI provides a package of incentives in the tax, customs and foreign exchange areas for projects admitted under the regime. The specific benefits applicable to a particular project depend on the terms of admission, the approved investment plan and continued compliance with the conditions established in the statutory and regulatory framework.

From a tax perspective, the regime provides for a reduced corporate income tax burden for admitted vehicles, including a 25 percent corporate income tax rate applicable to VPUs, in lieu of the general rate and without application of the progressive scale referenced in the ordinary regime. The RIGI also includes additional tax measures that may be relevant for capital-intensive projects, such as depreciation-related treatments, depending on the project’s structure and the implementation rules applicable to the investment.

The regime also contemplates customs and trade-flow incentives relevant to energy and infrastructure projects that rely on imported equipment and inputs. In general terms, the framework provides exemptions from import duties and related charges for covered definitive and temporary imports linked to the project, subject to the conditions and controls provided by the regime. On the export side, the RIGI establishes an exemption from export duties for exports for consumption carried out after a defined period following adhesion (with an accelerated timeline for long term strategic export projects). In addition, the regime provides that admitted projects should not be subject to certain forms of import/export restrictions of an economic nature, within the scope and exceptions established by the statute and the applicable regulations.

Foreign exchange measures are another component of the incentives framework. The RIGI contemplates mechanisms which, once the applicable conditions are met, allow for progressively increased availability of export proceeds without mandatory settlement through the local foreign exchange market, and provides specific treatment for certain inflows linked to the project (including capital contributions and financing proceeds) as regulated. As with other benefits, the availability and operationalisation of these measures is contingent on the terms of admission and applicable implementing rules.

Finally, the regime provides for a long term stability undertaking for admitted projects. In general terms, VPUs benefit from a 30-year stability framework in tax, customs and foreign exchange matters (within the scope defined by the regime), aimed at preserving the treatment granted upon admission against later changes that would otherwise impose a more burdensome or restrictive framework in the covered areas.

Conclusions

The RIGI sets out an incentives and stability framework for admitted projects, coupled with dedicated dispute resolution mechanisms for certain controversies arising between the national state and the admitted vehicle in connection with the regime. In practice, the regime’s operation is closely tied to the terms of admission and the approved investment plan, including the investment milestones and compliance conditions that underpin continued access to incentives.

The statutory window to apply for admission, initially set at two years from entry into force and extendable once, has already been extended. Decree 105/2026 exercised that authority and extended the application period by one additional year as from 8 July 2026.

Available reporting also indicates a meaningful pipeline of applications during the first year of implementation. For example, one reported dataset references 20 projects filed for an aggregate of approximately US$34.4bn, with energy representing roughly one-third of the proposed investment value (and mining accounting for the largest share). As implementation progresses and projects move from admission to execution, further practice and publicly available data will likely provide additional clarity on how the regime operates in the context of large-scale energy developments.

 

Martín Vainstein is a partner and Sol M. Isuani is an associate at Marval O’Farrell Mairal. Mr Vainstein can be contacted on +549 11 6766 0948 or by email: mvai@marval.com. Ms Isuani can be contacted on +549 261 6974 375 or by email: isua@marval.com.

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Martín Vainstein and Sol M. Isuani

Marval O’Farrell Mairal

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