Commercial Law, markets, and commerce are dynamic elements. Globalization and the technological boom have brought about the necessary adaptation of law to new commercial needs.

A clear example of this situation is the creation of the Law on Electronic Bills of Exchange and Promissory Notes, which entered into force in December 2021. The purpose of this regulatory framework is the dematerialization and digitization ("electrification") of the bill of exchange and the promissory note, as negotiable instruments (títulos valores) that have been regulated for many years by the Code of Commerce (Código de Comercio).

The Law on Certificates, Digital Signatures, and Electronic Documents served as a key precedent for this regulation, particularly regarding functional equivalence as a "guiding principle." Under this principle, any statement with a representative or declaratory nature, expressed or transmitted through electronic or computerized means, shall be deemed legally equivalent to documents that are executed, reside, or are transmitted through physical means. Furthermore, the equivalent value of documents and communications executed via digital signature shall have the same value and evidentiary effectiveness as their handwritten counterpart. In any legal framework where the presence of a signature is required, it shall be recognized equally, whether it is digital or physical. This includes "physical" negotiable instruments, such as promissory notes and bills of exchange.

The form, requirements, and formalities of said instruments continue to be those stipulated in the Code of Commerce, together with the provisions of current laws associated with the issuance of digital documents and signatures. However, the main objective of this regulation is the dematerialization and book-entry recording (anotación en cuenta) in Centralized Registries, including with respect to their issuance, custody, administration, endorsement, circulation, encumbrance, lien, attachment (embargo), and any other exchange act (acto cambiario).

This book-entry recording seeks to grant the right of control over the registered instrument in favor of the holder, equating it with the holder's physical possession over a physical instrument.

Regarding Centralized Registries, the law points out that they shall be those entities previously approved by the General Superintendence of Securities (Superintendencia General de Valores - "SUGEVAL"), following verification by the latter of the existence of adequate human resources, technological infrastructure, and cybersecurity, as well as other technological elements necessary to achieve optimal and secure operations.

Among the primary requirements to operate as a Centralized Registry, it is demanded that the entity be a Corporation (Sociedad Anónima), with a minimum subscribed and paid-in capital of no less than 50% of the minimum capital required for centralized securities depositories (centrales de valores) authorized by SUGEVAL, maintain equity profitability, and refrain from discrimination when providing services to users. It could also be a public institution, without prejudice to compliance with formal requirements.

At the doorstep of its second anniversary, there are currently no Centralized Registries. The National Council for Supervision of the Financial System (Consejo Nacional de Supervisión del Sistema Financiero) only approved the issuance of a Regulation on Centralized Registry Entities for Electronic Bills of Exchange and Promissory Notes in February, reiterating what was already established by law.

It is of utmost importance to closely monitor the development and issuance of said Regulation to fulfill the statutory mandates, particularly regarding the creation and implementation of Centralized Registries. It is also highly recommended to involve various specialized professionals from each of their respective fields, including legal, administrative, and IT matters. This advancement would undoubtedly represent a highly significant step for the country toward innovation, flexibility, and modernization within Commercial Law.