Law 8/2015, Of 2 April, On Urgent Measures To Introduce Mechanisms For Restructuring And Resolution Of Banks

Original Language Title: Llei 8/2015, del 2 d’abril, de mesures urgents per implantar mecanismes de reestructuració i resolució d’entitats bancàries

Read the untranslated law here: https://www.bopa.ad/bopa/027031/Pagines/lo27031001.aspx

lo27031001 law 8/2015, of 2 April, on urgent measures to introduce mechanisms for restructuring and resolution of banks law 8/2015, of 2 April, on urgent measures to introduce mechanisms for restructuring and resolution of banks since the General Council in its session of day 2 April 2015 has approved the following: law 8/2015, of 2 April, on urgent measures to introduce mechanisms for restructuring and resolution of banks Index chapter. General provisions Article 1. Purpose and scope of application Article 2. Definitions Article 3. Objectives of the restructuring and resolution Article 4. Principles of the restructuring and resolution Article 5. Evaluation of second chapter. Restructuring Article 6. Conditions for the restructuring Article 7. Restructuring measures Article 8. Request for information the third Chapter. Resolution Section first. Resolution cases Article 9. Conditions for the decision Article 10. Viable entity concept section second. Article 11 resolution procedure. Opening of the resolution process Article 12. Replacement of the organ of administration as a measure of resolution Article 13. The content of the opening ceremony of the resolution process Article 14. Notification and publication of the opening ceremony of the third Section resolution process. Article 15 resolution instruments. The Fourth Section resolution instruments. Sale of business Article 16. Sale of the fifth Section business. Bridge company and asset management Article 17. Creating a bridge Article 18. Segregation of assets or liabilities or other rights or obligations in Article 19. Transmission scheme of capital instruments, and other items to the entity or to the society of asset management Article 20. Refund or transfer of elements of the entity or of society asset management Article 21. Duration and loss of the sixth Section bridge institution status. Recapitalisation operations Article 22. Recapitalisation operations with use of the mechanisms of financing the AREB Article 23. Ordinary shares Article 24. Instruments convertible into ordinary shares fourth Chapter. Redemption and conversion of capital instruments and internal recapitalisation Section first. General provisions Article 25. Redemption and conversion of capital instruments and internal recapitalized Article 26. Evaluation of assets and liabilities Article 27. Effects of the redemption and conversion of the capital instruments and the internal recapitalisation section second. Redemption and conversion of capital instruments Article 28. Redemption and conversion of capital instruments Article 29. Rules for the redemption or conversion of the third Section capital instruments. Internal recapitalisation Article 30. Internal recapitalisation section four. Allowable liabilities for internal recapitalisation Article 31. allowable Liabilities for internal recapitalisation Article 32. Liabilities excluded by the internal recapitalisation Article 33. Liabilities subject to exclusion of the internal decision to recapitalise AREB Article 34. Recognition of contract of the fifth Section internal recapitalisation. Application of the instrument internal recapitalisation Article 35. Treatment of shareholders Article 36. Sequence of redemption and conversion Article 37. Reorganisation plan of activities Section sixth. Other contributions to the internal recapitalisation Article 38. Conditions for the contribution of the Article FAREB 39. Alternative sources of financing Chapter five. AREB Section first. Nature and legal Article 40. AREB Article 41. Financing mechanisms and budget Article 42. The Board of Directors of the AREB Article 43. President of the AREB Article 44. The parliamentary control, financial and accounting Article 45. Cooperation and coordination with other competent national authorities Article 46. Cooperation and coordination with other competent international authorities Article 47. Duty of confidentiality Article 48. Distortion of competition Article 49. Adoption of international recommendations section second. Powers of the AREB Article 50. Powers of the AREB Article 51. Mercantile powers Article 52. General administrative powers Article 53. Executive of the measures Article 54. Other applicable conditions Article 55. Conditions applicable to financial operations and contractual compensation agreements Article 56. Emergency measures, Article 57. Advertising Article 58. Powers of suspension of contracts and warranties Chapter six. 59 Article FAREB. FAREB Article 60. Financing Chapter seven. Procedural regime Article 61. Appeal against the decisions and agreements of the AREB adopted in accordance with article 50 Article 62. Specialities of the appeal against the decisions and administrative acts issued in the framework of resolution processes Article 63. Impossibility of execution of judgments rendered in administrative appeals to which refers article 61 of this Law Chapter eight. Sanctioning Section first. General provisions Article 64. Subject of infringing Article 65. Competition for education and resolution of proceedings Article 66. Prescription of infringements and sanctions section second. Infractions Article 67. Types of infringements Article 68. Very serious offences Article 69. Serious offences Article 70. Infractions minor third Section. Article 71 sanctions. Penalties Article 72. Penalties for the Commission of serious offences Article 73. Penalties for the Commission of serious offences Article 74. Penalties for the Commission of minor offences Article 75. Sanctions to those who hold positions of directors or to the Commission of very serious offences Article 76. Sanctions to those who hold positions of directors or to the Commission of serious offences Article 77. Sanctions to those who hold positions of directors or to the Commission of minor offences Article 78. Criteria for the determination of penalties, Article 79. Responsibility of the administrative or management charges Article 80. Appointment of members of the administrative organ section four. Rules of procedure Article 81. Sanctioning procedure Article 82. Executivitat of sanctions and contestation in administrative

First additional provision. Second additional provision FAREB's initial endowment. The effects of restructuring and resolution on the continuity of the activities of Banca Privada d'Andorra, SA third additional provision. Budget of the AREB fourth additional provision. Fifth additional provision liability regime. Bank settlement scheme sixth additional provision. Notary fees seventh additional provision. Recognition of workers ' rights eighth additional provision. Approval of a special credit for the financing of companies and businesses first transitory provision. Functions of the INAF until the entry into force of this law second transitional provision. The initial Constitution of the Board of Directors of the third transitional provision AREB. Measures adopted prior to the entry into force of this law in relation to the procedure of performance of Banca Privada d'Andorra, SA fourth transitional provision. Procedures for judicial settlement or bankruptcy declared to the entry into force of this law the fifth transitional provision. Powers of suspension of contracts relating to deposits first final provision. Modification of the law 7/2015, from January 15, the budget for the year 2015 second final provision. Modification of the law 1/2011, for the creation of a system of guarantee of deposits for banks third final provision. Modification of the Decree of 4 October 1969, about the procedures of judicial settlement and bankruptcy available to end fourth. Modification of the law 95/2010, of 29 December, on the tax on companies fifth final provision. Modification of the law 5/2014, of 24 April, the tax on income of individuals sixth final provision. Modification of the law 11/2012, of 21 June, general indirect tax seventh final provision. Modification of the law 21/2006, of 14 December, on the tax on capital gains on the transfer of real estate available to end eighth. Faculty Development's ninth final provision. Entry into force preamble and through the monetary Agreement between the European Union and the Principality of Andorra, the 30th of June 2011, the Principality of Andorra undertook to adapt its internal legislation to the regulation of the European Union, among other matters, with respect to their financial legislation and banking. This necessary adaptation is derived from, basically, three circumstances: the euro is the currency of legal tender, has the right to coin and the Andorran banking sector operates in close relation to that of the euro zone.
As a result of international commitments entered into by Andorra by the monetary Agreement mentioned, it has to reform the Andorran legal system to introduce the provisions of the directive of the European Parliament EU/59/2014 and of the Council, of 15 may 2014, for which establishes a framework for restructuring and resolution of credit institutions and investment service companies , and which modify the Directive 82/891/EEC of the Council, and the directives 2001/24/EC and 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/2012/30/35/EU EU and 2013/36/EU, and regulations (EU) No. 1093/2010 and (EU) No. 648/2012 of the European Parliament and of the Council.
Even though the deadline to carry out this reform has not yet been exhausted, there are important reasons to advance the partial transposition. Have recently taken place serious events that could endanger the financial stability of the Principality. The deep financial crisis that, in the last five years, has hit the Western countries, including the European Union, has shown that the financial system is closely interconnected, in such a way that the crisis of a financial institution with a certain weight can spread rapidly and dangerously to other entities, the system as a whole and, of course in the whole economy. It's about what has been named systemic risk. Recent experiences in our environment have put in evidence the need to have tools in the administrative sphere more adapted, in complement to the established in the judicial field.
The Principality of Andorra is not immune to this risk. The situation was required to adopt, urgently, firm yet flexible measures to avoid the risk that the crisis suffered by a Bank impacts in other entities and in all of the Andorran economy. Indeed the directive 2014/59/EU establishes a legal architecture that the European experience shows that it is effective to stop a possible infection. The provisions of this directive have inspired the drafting of this law of urgent measures, without prejudice to that at a later time will dictate the legal or regulatory provisions that are necessary to meet the international commitments acquired by the Principality of Andorra under the monetary Agreement signed with the European Union.
Like the directive 2014/59/EU, the system designed by this law is based on four main pillars. The first are your objectives and principles; the second, the established processes; the third, the authorities in charge of managing these processes; and, the latest, legal instruments that can be used in each of the processes.
The first pillar of the integrated objectives and principles, to inform the whole law (without prejudice to their application on the basis of the circumstances of the case and of the legal specificities to be established). Among the goals are three: first, to ensure, when appropriate, the continuity of the activities the interruption of which might disrupt the smooth functioning of economic activity; Second, protect depositors ' funds which are guaranteed by the deposit guarantee system; and, in third place but with essential character, ensure optimal use of public resources that have been used to preserve the stability and the functioning of the banking system; in other words, the impact on public coffers must be the minimum possible. From the beginning, the reference to the fact that the shareholders of the company are the first that have to bear the losses.

The second pillar of the system designed for this law constitute two unique processes, of an administrative nature, that allow the administrative authorities to provide the necessary powers to ensure financial stability. This is the restructuring and resolution. These processes should not be confused with the traditional procedures of cessation of payments and bankruptcy, nor does it necessarily have to lead to the liquidation of the Bank. Indeed, the comparative experience has shown that, in general terms, the legislation in matters of insolvency is not well adapted to the peculiarities surrounding the banks with systemic risk.
The new powers established by this law should allow the authorities to maintain uninterrupted access to deposits and payment transactions, as well as sell viable parts of an entity, whenever appropriate, and assign losses so fair and predictable. In accordance with the principles of the directive 2014/59/UE, a mechanism for effective resolution must minimize the possibility that the costs of resolving an entity impossible are assumed by the taxpayers. It also must ensure that the entities of systemic importance are subject to resolution without jeopardizing the financial stability. Among others, the instrument internal recapitalisation (bail-in) pursues this goal by being passed on the losses according to the order of priority among the foreseen in this law.
The third pillar is that much of the administration of the system designed by the law is attributed to a State Agency Bank resolution (AREB) as competent authority in terms of resolution. Also, with the purpose of financing, in so far as necessary, the agreed measures in application of this law, is created, according to the provisions of the directive 2014/59/EU, the Andorran Bank resolution Fund (FAREB), without legal entity that will be managed by the AREB.
The fourth and final pillar are the instruments that the competent authorities can agree on and use in case of restructuring or resolution, and taking into account the particular circumstances of the case.
This law provides for a wide range of measures, of which it is worth here mentioning two: on the one hand, the redemption and conversion of capital instruments and recapitalise; and, on the other hand, the transfer of shares, capital instruments, rights, assets or liabilities to a bridge. With regard to the first of these measures, the law, following the directive 2014/59/EU, has had an impact in particular in determining what liabilities are allowable for internal recapitalisation, which necessarily are excluded and which, despite being admissible, can be excluded in accordance with the concurrence of certain circumstances. With regard to the bridge, is estimated to be appropriate specifically unto the general legal objective, and is therefore applicable in all cases, to minimize or neutralize the impact of the resolution on public resources. For this reason, when there is income derived from the bridge, this income correspond first and foremost to the recovery of all costs that incurred the AREB.
Finally, taking into account the special situation in what is now the Principality of Andorra and the need to safeguard the general interests of financial stability and proper functioning of the Andorran economy in order to preserve the general well-being, the law provides for an initial endowment and extraordinary FAREB's thirty million euros that held the Andorran banking entities and the opening of a funding program of up to one hundred million euros destined to the financing of companies and businesses.
II this Act is divided into eight chapters, as well as a number of additional provisions transitional, and late.
The chapter first contains the so-called General provisions. This chapter, in addition to identifying the object of the law (providing the Principality of Andorra of the appropriate instruments to address effectively the problems of solidity or in danger of viability of banks), establishes the objectives and legal principles.
The second chapter regulates the process of restructuring, designed for the entities that, being viable, they are immersed in difficulties.
The third chapter deals with the process of resolution, which will be coming from when they meet certain requirements that allow us to estimate that the entity is or will be unviable. Among these requirements is the concurrency of a public interest in order to achieve the objectives of the law.
The fourth chapter details, thorough way, the redemption and conversion of capital instruments and recapitalisation.
The fifth chapter is dedicated to the AREB. The extension of this chapter explained, on the one hand, by the novelty of the figure and, on the other hand, for the important role that, as has already been indicated, must comply with the application of this law, which explains the important powers that you give.
The sixth chapter establishes the regulation of FAREB.
The seventh chapter develops certain issues of procedural nature.
The eighth chapter establishes the system of sanctions.
The Act closes with the additional transitional provisions, and the end.
Chapter first. General provisions Article 1 purpose and scope of application 1. This law is intended to regulate the processes of restructuring and resolution of banks, establish the mechanisms that reduce the risk to occur a case resolution, as well as create the legal regime of the State Agency for Banks and the Andorran Bank resolution Funds, in order to protect the trust, credibility and stability of the financial system.
2. This law is applicable to the following entities: a) banks authorised to operate in the Principality of Andorra.
b) branches of banks in the letter above, authorised to operate in another country, without prejudice to the cooperation instruments which, if any, are appropriate or needed to share information.
3. The Institut Nacional Andorrà de Finances (INAF) and the State Agency for banks, to implement the instruments or require the obligations and requirements established in this law, should take into account, when appropriate, the unique circumstances of each related entity, among others, their structure, nature and activity profile.
Article 2 Definitions for the purposes of this law, it is understood by:

in the State Agency AREB) resolution of Banks.
b) entity: the entities provided for in article 1.2, except if expressly provided otherwise.
c) INAF: the Institut Nacional Andorrà de Finances.
d): the background of resolution FAREB Andorran Banks.
Article 3 objectives of the restructuring and resolution processes of restructuring and resolution of entities pursuing the following objectives, equally weighted according to the circumstances of each case: a) to ensure the continuity of the activities, operations and services the interruption of which might disrupt the smooth functioning of the economy or the financial system, and in particular , financial services of systemic importance.
b) Avoid harmful effects for the stability of the financial system, preventing the spread of the difficulties of an entity in the whole system and maintaining the discipline of the market.
c ensure more efficient use of public resources), minimizing the public financial support, with extraordinary character, it may be necessary to grant.
d) protect depositors funds of which are guaranteed by the deposit guarantee system and investments.
e) to protect the funds refundable and other assets of the customers of the banks.
The achievement of the objectives mentioned must ensure, in any case, to minimize the cost of the restructuring or resolution and avoid the destruction of value, except when it is essential to achieve the objectives of the restructuring or resolution.
Article 4 principles of the restructuring and resolution 1. The processes of restructuring and resolution are based, to the extent necessary to ensure the fulfilment of the objectives stated in the previous article, and without prejudice to the concurrent circumstances in each case, on the following principles: a) the shareholders of the companies are the first to bear the losses and costs of the processes mentioned above.
b) creditors of the entities support, if necessary, the losses resulting from the restructuring or the resolution of shareholders and in accordance with the order of prioritisation and the specialities established in this law.
c) creditors of the same rank are treated equitably except when in this law shall be the contrary.
of) Any shareholder or creditor should not endure losses than those that should be supported if the entity had been liquidated as part of a bankruptcy procedure.
e) in the case of an entity resolution, administrators and senior management should be replaced, except that, exceptionally, it is considered necessary to maintain them in order to fulfil the objectives of the resolution.
f) administrators and members of the senior management of the entity and, in general, all the employees of the entity, as well as its external auditors, must provide all the assistance necessary to meet the objectives of the resolution, even if they have been voted out.
g) managers of the entities and any other physical or legal person respond for damages caused in accordance with the applicable legislation.
h.) the deposits to the level guaranteed by the deposit guarantee system and investments are fully protected.
2. in no case shall not be considered AREB included between the shareholders or creditors referred to in the previous section.
Article 5 Assessment 1. Prior to the adoption of any measure of resolution and, in particular, for the purposes of the application of the instruments provided for in this law, you have to determine the value of the assets and liabilities of the entity on the basis of the evaluation reports commissioned to one or more independent experts, so that it can determine the losses that should be supported by shareholders and creditors if the company had been liquidated as part of a bankruptcy procedure.
2. The objective of the evaluation is to determine the value of the assets and liabilities of the entity, so that it can assess if they meet the conditions for the resolution, as well as for the losses that may arise from the application of the resolution.
3. The evaluation has been to hold the procedure and should be done in accordance with the criteria determined by the general AREB by agreement of its organ of administration following generally accepted methodologies. The assessment must take into account the circumstances that exist at the time of applying resolution instruments that will be used and the need to preserve financial stability. Under no circumstances must be taken into account for the assessment of the assets and liabilities of the entity supports public financial receipts.
4. In cases of urgency in which the AREB not be able to obtain the reports provided for in paragraph 1 above, the AREB may carry out a provisional assessment, which will be considered as a valid basis to undertake actions for resolution.
Second chapter. Article 6 conditions for restructuring the restructuring 1. It is understood that an entity is in a restructuring situation when violates or items in accordance with the objectives which it is reasonably foreseeable that infringe in the near future the solvency regulations, regulation and discipline, but will be in a position to return to compliance with this policy by their own means.
2. To assess the possibility of non-compliance with the requirements set out in the previous section will be dealing with, among other aspects, the existence of a rapid deterioration of the financial situation or the entity's liquidity or a quick increase of the level of leverage, mora or concentration of exposures.
Article 7 measures to restructure 1. When an entity is not in any of the circumstances described in article 6.1, shall inform the INAF of this fact immediately.
2. Without prejudice to the provisions of the preceding paragraph, from the moment in which the INAF has knowledge that an entity is in any of the situations described in article 6.1, may adopt, ex officio, the following measures: a) Require the Board of Directors of the entity that examine your situation, determine the necessary measures to overcome the problems detected and elaborate a plan of action to solve the mentioned problems , with a specific calendar of execution.

b) Require the Board of Directors of the entity that call or, if the organ of Administration does not fulfill this requirement, call directly, the general meeting of the company and to fix the order of the day and to propose the adoption of certain resolutions.
c) Require the termination or replacement of one or several members of the Committee of directors or senior management people, if it is determined that these people are not fit to meet its obligations in accordance with the requirements of fitness required.
d) Designate a delegate of the INAF in the entity, with the right of attendance, with voice but without vote, in the meetings of the administrative organ and its delegate commissions and with the same powers of access to information that the planned legally and under for its members.
e) Require the Board of Directors of the entity that can draw up a plan to negotiate the debt restructuring with a part or all of your creditors.
f) Require changes to the business strategy of the organization.
g) Require changes to the legal structures or the entity's operations.
h) obtained from the entity and provide the AREB all the necessary information to prepare for the possible resolution of the entity and the completion of an evaluation of its assets and liabilities, in accordance with article 5.
and in the case of previous measures) were not enough, agreed to the appointment of one or more intervenors or the temporary replacement of the Committee of Directors of the company or of one or more of its members.
3. In adopting any of the measures set out in the letters to and from the previous section, the INAF shall fix the deadline for implementation, as well as to evaluate the effectiveness of the measures adopted.
Article 8 information request at any time, the INAF and AREB may require to the company all information, related to the entity, needed to prepare for an eventual resolution in accordance with the provisions of this law.
Third chapter. Resolution Section first. Resolution cases Article 9 conditions for the decision 1. The resolution of an entity applies when there are simultaneous, simultaneously, the following circumstances: a) the entity is impossible or is reasonably foreseeable that it will be in the near future.
b) there are reasonable prospects that measures coming from the private sector to prevent the viability of the company in a reasonable period of time.
c) for reasons of public interest, it is necessary or convenient to carry out the resolution of the Organization to meet some of the objectives mentioned in article 3, to the dissolution and the liquidation of the organisation in the context of a bankruptcy procedure would not reasonably meet those objectives in the same extent.
2. Notwithstanding the provisions of paragraph 1 above, when the AREB it deems appropriate to meet the objectives and principles established in articles 3 and 4, the AREB can refer the entity corresponding to the ordinary insolvency procedure.
3. The evaluation of the relevance of the resolution must make the AREB at the same time that the preparation and approval of a plan of resolution determined by that specific operations by which the statutory modifications instrumenti resolution and that, if applicable, will occur as a result of these operations and do not require any further administrative licensing in the field of banking regulations.
Article 10 the concept of viable entity it is understood that an entity is unviable in the effect of the provisions of the letter a of paragraph 1 of the preceding article, if you are in any of the following circumstances: a) the entity has breached or there are elements that indicate otherwise, in the near future, the requirements to preserve his authority, so that it is justified the withdrawal of authorisation by the competent authority even, but without being limited to it, for having incurred the entity, or to be likely to be incurred, in losses that would be exhausted or minvarien substantially all of their own funds or a significant portion of these funds.
b) liabilities payable by the entity are superior to their assets or is reasonably foreseeable that it will be in the near future.
c) the entity is unable to meet promptly the obligations that are required or is reasonably predictable that in the near future do not comply.
d) the entity public, except when extraordinary financial aid needs, in order to avoid or resolve serious disturbances in the economy and preserve financial stability, financial aid extraordinary public adopt one of the following forms: (i) A State guarantee to support liquidity instruments, (ii) A State guarantee of the liabilities of new issuance, or (iii) an injection of equity or the acquisition of instruments of capital at lower prices and in conditions that do not lead to legitimise the entity , when they are discharged, at the time of the granting of public aid, nor the circumstances set forth in this paragraph, letters a, b or c of this article, nor the circumstances set forth in article 28.2.
Second section. Resolution procedure Article 11 opening of the resolution process 1. The INAF, with consultation prior to the AREB, must determine if the entity is impossible or is reasonably foreseeable that it will be in the near future, in accordance with the provisions of article 10. Once the evaluation, must be notified without delay to the AREB. However, the AREB can urge the INAF in conducting this assessment if, on the basis of the information and analysis provided by the INAF in the AREB, believes that there are reasons to do it in this case, the INAF has to answer the AREB without undue delay.
2. If you determine that the entity is impossible, the AREB must agree on the immediate opening of the process of resolution and must justify its decision the Council of Ministers and to the INAF.
3. This process constitutes a special administrative procedure that should be governed by the provisions of this law, without which this is applicable supletòriament the provisions of the code of the administration.
4. When the body of an entity considers that this entity is impossible, you must report it immediately to the INAF. The INAF has to communicate without delay to the AREB.
Article 12 replacement of the organ of administration as a measure of resolution

1. After the opening of the resolution process in accordance with the provisions of the previous article, the AREB remember and make the replacement of the public administration body of the entity, the members of senior management and the external auditor of the entity, and the appointment as administrator of the company of the person or the natural or legal persons who, in their name or under your control , shall carry out the functions and powers of this condition, with the scope, limitations and requirements determined by the same AREB. It is understood that attributed to these administrators all the powers legally or under may correspond to the general meeting of the company and the Board of Directors, and they are required to exercise the powers contained in this law relating to resolution instruments that are planned.
The AREB may not replace the administrative body or members of the senior management of the entity or the external auditor in cases in which, in view of the composition of the shareholders or of the management body of the entity at the time of opening of the process of resolution, is necessary to maintain them in order to ensure the proper development of the process of resolution.
For the purposes above the cessation of the functions of the members of the administrative body or members of the senior management of the entity is cause for termination of the employment relationship or business that, if necessary, to keep with the company or its affiliates or subsidiaries, and does not entitle to any compensation even in cases in which it has been stipulated in the relevant contracts or from applicable in accordance with the general regulations , but if you are legally declared the absence of liability of the Member ceased.
2. The administrators appointed by the AREB within the framework of a resolution process are not responsible for the acts or decisions adopted e n the exercise of his Office, except in the case of mourning or seriously negligent performance. This exemption from liability does not apply to the members of the Committee of Directors of the senior management of the company or to the external auditor who, in accordance with the provisions of the previous issue, not to be replaced.
3. The designation of the special administrator has Executive from the time it was issued and must be the subject of immediate release in the official bulletin of the Principality of Andorra and registration in the corresponding public registers. The publication in the official bulletin of the Principality of Andorra determines the effectiveness of the agreement in front of third parties.
4. The AREB must take into account in the designation of the bodies of administration, of the senior management, and of the functions of regulatory compliance, risk management and internal audit, the requirements of professional experience, business and professional good repute set out in articles 14 and 15 of the law 7/2013, on 9 may, on the legal regime of the operating entities of the Andorran financial system and other provisions that govern the exercise of the financial activities in the Principality of Andorra.
5. The replacement measure remains in force for a period not exceeding one year, although this term may extend the AREB when deemed necessary to complete the process of resolution.
Article 13 of the Act of opening the process of solving the decision to start or not a resolution process must have, at a minimum, the following content: a) the reasons justifying the decision, with a mention of if the entity meets the conditions set out in article 9.1.
b) resolution measures the AREB has, if applicable, intends to adopt, including the replacement of the administrative organ, and, where appropriate, of members of senior management or the external auditor.
c) the reasons that, if necessary, justified to request the home of an ordinary bankruptcy procedure.
Article 14 notification and publication of the opening ceremony of the resolution process 1. The AREB must notify without delay the full text of the decision, with an indication of the date from which the measures adopted take effect, on the entity object resolution, the Ministry in charge of finance and to the INAF.
2. The AREB also published in the official bulletin of the Principality of Andorra the Act by which the measures are agreed resolution, or a communication summarized the effects of these measures.
The third section. Article 15 resolution resolution Instruments instruments 1. The instruments are: a resolution) the sale of the business of the entity.
b) the transmission of assets or liabilities or any rights or obligations to a bridge.
c) the transmission of assets or liabilities in a society of asset management.
d) The internal recapitalisation.
2. The previous instruments AREB may take individually or jointly.
3. all reasonable expenses can retrieve AREB where incurred in connection with the use of the instruments or the exercise of the powers of resolution provided for in this law: a) minus the all equivalent paid by a grant to the company the subject of resolution or, depending on the case, the owners of shares or other equity instruments.
b) by the entity subject to resolution, in its capacity as a preferred creditor.
4. When you use the tools of resolution provided for in paragraph 1, letters a, b and c, and apply for a partial transfer of the assets or liabilities, or any rights or obligations of the entity, the entity must submit a residual to a bankruptcy procedure within a reasonable time taking into account the need for the Organization to collaborate in order to ensure the continuity of the residual services by the acquirer and the better fulfilment of the purposes and principles of resolution.
Section four. Business for sale business for sale Article 16 1. The AREB can arrange and execute the transfer to a purchaser who is not an organization or a society of asset management: a) the actions of the institution in resolution or, in general, the instruments representative of the capital or convertible into these instruments, are what are its owners.
b) all or part of the assets and liabilities of the entity.
2. The following are not legal constraints applicable to the persons or entities who have acquired the shares or instruments mentioned in paragraph 1. of this article: a) The statutory limitations of the right of attendance at general meetings or of the right to vote.

b) the restrictions on the transfer of shares set forth in the applicable regulations or statutes.
3. The AREB can apply this instrument to solve one or more times and in favor of one or more crime.
4. To select the acquirer or acquired, the AREB must develop a procedure of concurrence with the following characteristics: a) is transparent, taking account of the particular circumstances of the case and the need to safeguard the stability of the financial system.
b) That do not encourage or differenciates less any of the potential crime.
c) that will adopt the necessary measures to avoid conflict of interest situations.
d) that takes into consideration the need to apply the instrument of resolving as quickly as possible.
e) that has among its objectives to maximize the selling price.
5. When the development of the procedure to which it refers in the above paragraph can make it difficult to achieve any of the objectives listed in article 3 and, in particular, when it is properly justified that there is a serious threat to the stability of the financial system as a result of the situation of the entity, or compounded by the situation of the entity, or when it finds that the development of this procedure can hinder the effectiveness of the instrument resolution , the selection of the acquirer or of the crime can be done without the need to meet the requirements of the procedure indicated in the previous section.
6. The total or partial transfer of assets does not constitute for the acquirer of a supposed business succession or assumption of liability for debts, obligations or sanctions of any kind, in which incurred the entity object or resolution that you have imposed. The shareholders or creditors of the entity object and the third resolution the assets, rights and liabilities which are not the object of transmission cannot claim any rights with respect to assets, rights or liabilities transmitted.
Fifth section. Bridge company and asset management Article 17 creating a bridge 1. Corresponds to the AREB decided the creation of an entity with the status of Bank as a tool for resolution of entities subject to resolution.
The permission required to set up, modify, and extinguish public companies is understood to have granted by this law. The Board of Directors of AREB is empowered to approve and modify, when appropriate, the statutes of the entity and to arrange the termination.
2. The Constitution of the bridge is subject to the ordinary procedure of authorization for the creation of banks. When is appropriate to its objectives, the bridge will be exempted from complying with the necessary requirements for the banks to obtain and maintain his authority. To this end, the AREB must submit a request to the INAF, which indicate the time by which the entity is exempted from complying with these requirements.
3. Is the purpose of the bridge continue the exercise of all or part of the functions, services and activities of the entity object resolution.
4. in the Act of designation of the administrative organ, of the management, and of the functions of regulatory compliance, risk management and internal auditing of the bridge have to take into account the requirements of professional experience, good repute and professional business, set out in articles 14 and 15 of the law 7/2013, on 9 may, on the legal regime of the operating entities of the Andorran financial system.
5. The Andorran AREB or any other public authority may be holders of all or part of the shares representing the share capital of the company as a bridge.
6. The initial patrimony of the bridge can be made up of the shares or other capital instruments issued by both the entity subject to resolution as the bridge, as well as to all or part of the assets or liabilities, or any rights or obligations of the entity object resolution.
7. The duties and activities of the company include not bridge any obligation or liability of the company shareholders and creditors with respect to the bridge of the entity in resolution, and the Committee of Directors and the senior management of the entity bridge will not have any responsibility in the face of these shareholders and creditors to acts or omissions in compliance with their obligations, unless those acts or omissions fraudulent or negligent conduct seriously involved, which directly affects the rights of shareholders and creditors.
8. The bridge can continue to exercise the rights of participation and access to payment systems, clearing and settlement, contributions, compensation systems investor and deposit guarantee systems of the entity object resolution, as long as it meets the criteria of participation and regulation to participate in these systems, although the bridge not have credit rating or this grade is not proportional to the levels of qualification required to grant access to the systems mentioned above and provided that the term of participation and access to the systems does not exceed twenty-four months. However, this period can be renewed with the request of the bridge to the AREB.
9. The bridge is not subject to financial control on public societies provided for in the law on public finance, of December 19, 1996.
Article 18 segregation of assets or liabilities or other rights or obligations 1. In the terms provided for in this law, can force AREB, with character of administrative act, an entity subject to resolution or a bridge, to transmit to one or several asset management companies certain categories of assets or liabilities or other rights or obligations of the entity. You can also take the necessary steps to convey assets or liabilities or other rights or obligations of the company or of any entity for which the entity exercising control in the sense of article 2.7 of the law 8/2013, on 9 may, on the organisational requirements and operating conditions of the operating entities of the financial system, the investment protection , market abuse and financial collateral agreements, in the case of assets or liabilities or other rights or obligations of the entity specifically damaged, that are considered to be harmful to its viability or to the objectives of the resolution, and allow the independent management of its realization.

2. You have to determine the criteria to define the categories of assets or liabilities or other rights or obligations of the entity that can be transmitted depending on, among others, of the activity in which they are linked, their age and their accounting classification. Based on these criteria, the AREB must specify for each entity the assets that can be transmitted.
3. Each entity of asset management will be a joint-stock company may be owned by the AREB or another public authority or funding mechanism, formed for the purpose of receiving all or part of the assets or liabilities, or other rights or obligations of one or more entities subject to resolution, or a bridge.
4. The AREB should exercise control over the instrument resolution or its application.
5. The Society of asset management must be subject to corporate governance obligations that guarantee the exercise of their functions in accordance with the purposes and principles established in articles 3 and 4.
6. The company may issue bonds and securities that recognize or create debt, without which it is applicable, any emission limit set forth in the legislation.
Article 19 transmission scheme of capital instruments, and other items to the entity or to the society of asset management 1. The AREB may, in one or several successive times, the transmission to an entity or to a society of asset management, assets, liabilities, rights or obligations of the entity subject to resolution, or of the shares or capital instruments issued by the entity, from the same institution in resolution or from one or more organizations bridge.
2. the transfer of assets, liabilities, rights and obligations do not find it applicable the provisions of law 20/2007, of 18 October, corporations and limited liability.
3. In particular, it is not necessary the consent of the shareholders or creditors of the entity object or of the third resolution the assets, rights or liabilities of which is transmitted to the company or to the management company of assets, which may not oppose the transmission or claim any rights in respect of these items subject to transmission. This same scheme is applicable to the transmissions that can be made from a bridge in a society of asset management.
4. The total value of liabilities transmitted to the bridge or in the asset management company may not exceed the value of the rights and assets transmitted from the entity subject to resolution, or from any other source.
5. In general, it is considered that the company or the management company of assets are subroga in the position of the entity resolution object in all rights and obligations inherent to the heritage object of transmission. However, the shareholders or creditors of the entity object or resolution, if any, of the bridge and the third the assets, rights and liabilities which are not the object of transmission cannot claim any rights with respect to assets, rights or liabilities transmitted.
6. The total or partial transfer of assets does not constitute for the acquirer of a supposed business succession or assumption of liability for debts, obligations or sanctions of any kind, incurred or imposed on the entity object resolution.
7. Prior to the transfer, the AREB may require that the transmission object elements are grouped together in a society or carry out any other kind of operation that facilitates their effective transmission to the company or the management company of assets with the same regime established in this Act for the company or the management company of assets mentioned with regard to its Constitution and the transfer of assets and liabilities , rights and obligations.
8. Without prejudice to the provisions of article 5 of this law, prior to the effective transmission, the AREB must determine the value of the shares, capital instruments, rights, assets and liabilities subject to transmission in accordance with the following principles: a) the assessment must be determined on the basis of the evaluation reports commissioned by the AREB to one or several independent experts that designates.
b) the assessment must take into account the losses which would have supported the shareholders and creditors of the entity subject to resolution in the event that this company had been liquidated as part of a bankruptcy settlement procedure ordinary.
c) in the cases in which, for reasons of urgency, will carry out a provisional or partial valuation of the items object of transmission, will be carried out after a final assessment and complete.
9. The assessment is intended to inform you of the decision on the assets, liabilities, rights or shares or other capital instruments subject to transmission to the company or to the management company of assets, as well as the decision on the value of all equivalent, which it has to pay to the company the subject of resolution or, if necessary, the owners of the shares or other equity instruments of the entity object resolution.
The previous assessment replaces the carried out by an independent expert, for the purposes of the provisions of law 20/2007, of 18 October, corporations and limited liability.
10. Are not effective against the transmission of the assets in an asset management company or entity statutory or contractual clauses, the bridge that restricting the transferability of the shares, the instruments of capital, assets, liabilities, or other rights and obligations, and cannot require any responsibility nor can claim any type of compensation based on the breach of these terms.
11. Prior to the transfer, the entities should make adjustments in valuation of assets that have been transmitted in accordance with criteria to be determined by the regulations. At the same time, with the same prior to the transfer, the AREB must determine the value of the assets and liabilities transmitted to the asset management company or entity bridge in accordance with the principles set out in article 4.
12. The transmission may not be, in any case, subject to termination by application of the reintegration activities provided for in the bankruptcy legislation.
13. The transfer of assets does not constitute a case of succession of business.

14. The entity and/or the society of asset management are not responsible for, in the case of the transmission, tax obligations accrued prior to this transmission arising from the ownership, use or management of these assets to the entity transmitent.
15. In the event that you provide credit rights to the asset management company, the company will not be liable for the creditworthiness of the debtor concerned.
Article 20 Reimbursement or transmission of elements of the entity or of the society of asset management at any time, when you consider that is not detrimental to the continuity of the provision of essential services to the company or the management company of assets, the AREB can agree on one or more of the following actions: a) the return of the rights Active or passive, of the company or the management company of assets for the purpose of resolution, which will be obliged to accept them.
b) repayment of the shares or other capital instruments in its initial owner.
c) the transmission of the assets prior to a third party.
Article 21 Duration and loss of the bridge institution status 1. The AREB must put an end to the bridge as soon as possible within the next two years to the date that has been made effective the last transmission of heritage from the entity object resolution.
2. The AREB can be extended the length of this period for one or more periods of a year when it will promote all or any of the circumstances set out in paragraph 3 below, or when this is necessary to ensure the continuity of banking services or the entity's essential financial bridge.
3. The bridge entity cease to have this condition when any of the following circumstances: a) Conclusion of the period indicated in paragraph 1 above or in their successive enlargements;
b) merger with another entity;
c) Sale to a third party of all or most of the assets, rights and liabilities of the entity as a bridge; or d) settlement of the bridge institution in accordance with the ordinary bankruptcy.
4. any revenue arising from the sale or the cessation of the activities of the entity corresponding to the bridge AREB, which must be applied first to the recovery of all reasonable expenses when incurred as a result of the use of any instrument of resolution or of the exercise of its powers of resolution.
The sixth section. Recapitalisation operations Article 22 recapitalisation Operations with use of the mechanisms of financing the AREB 1. In the event that, in accordance with article 30, the application of the instruments for the resolution implies the use of the funding mechanisms provided for in this law AREB to recapitalise a Bank, must be carried out in accordance with the provisions of this section, without prejudice to other applicable rules.
2. The AREB should make the acquisition and disposal of assets or liabilities or any rights or obligations on the basis of the assessment carried out in accordance with the provisions of article 5.
3. The credits of AREB is preferential credits must be considered, in the terms established in the bankruptcy regulations.
Article 23 ordinary shares 1. Prior to the acquisition by the AREB of ordinary shares, the entity resolution should adopt the necessary measures so that the acquisition would represent a share in your social capital that will fit in the economic value of the entity resulting from the assessment process.
2. The legal regime of the AREB not to extend to affiliated entities in accordance with the provisions of this article. These entities should be governed by private law which is applicable.
3. The subscription or the acquisition of these instruments determine, in any case, by itself and without any other action or agreement, the attribution to the AREB of political rights and their incorporation into the governing body of the issuer. The AREB must appoint the person or persons who exercise their representation to this effect and should have on the organ of Directors of as many votes as they may apply to the total number of votes their percentage of participation in the Organization, rounding up to the nearest integer.
4. The divestment by the AREB of financial instruments must be made through their disposal through a procedure that will ensure the free concurrence.
Article 24 Instruments convertible into ordinary shares 1. At the time of adopting the agreement of issuance of instruments convertible into ordinary shares, the certificate authority must approve the agreements necessary for the capital increase in the required amount. These convertible instruments should be considered items of own funds in accordance with the law 7/2013, on 9 may, on the legal regime of the operating entities of the Andorran financial system and other provisions that govern the exercise of the financial activities in the Principality of Andorra, in respect of the operational entities of the financial system.
2. Except in the event that the divestment policies determined AREB different, the entity must purchase and amortize the instruments signed or acquired by the AREB, as soon as you are in a position to do so.
3. To divestments made in virtue of the preceding paragraph do not apply any preemptive rights or any other right or requirement of commercial character which may be applicable.
The fourth chapter. Redemption and conversion of capital instruments and internal recapitalisation Section first. General provisions Article 25 Redemption and conversion of capital instruments and internal recapitalisation 1. The AREB should proceed to the redemption and conversion of the share capital of a company or to the application of the instrument internal recapitalisation, and remember the redemption of any of its liabilities or its conversion into shares or other equity instruments of the entity, in the terms provided for in this law. The acts that the AREB adopt in application of the provisions of this chapter have character of administrative acts.
2. Whenever the AREB adopt measures of resolution of which arise the assumption of losses on the part of creditors, so prior or simultaneous character, you must proceed to the redemption or conversion of capital instruments, in the terms provided for in this law.
Article 26

Evaluation of assets and liabilities 1. Before you agree on the redemption and conversion of capital instruments or the internal recapitalisation, the AREB has to carry out a preliminary assessment of the assets and liabilities of the entity in accordance with article 5, which constitutes the basis of the calculation of the amount in which it is necessary to recapitalise the company affected.
2. Before applying the instrument of internal recapitalisation, the AREB has calculated, taking into account the evaluation made in accordance with the first paragraph, the aggregate sum of: a) the amount by which they have to amortize the allowable net asset value to ensure that the liabilities of the entity in resolution is equal to zero, and b) the amount by which they have to convert liabilities into shares or other equity instruments allowed to reset the appropriate level of solvency of the entity object resolution.
3. The calculation provided for in the preceding paragraph must determine the amount by which liabilities codons have to repay or convert to reset the appropriate level of solvency of the institution subject to resolution or, if any, of the bridge, and to maintain the confidence of the market in the entity in question, so as to enable it to comply, for at least one year , the conditions for its authorisation and pursue the activities for which it is authorized.
4. The calculation carried out must take into account, where appropriate, the provision of capital by the AREB.
5. If, once made the redemption and the conversion of capital instruments or the internal recapitalisation, it notes that the level of depreciation exceeds the requirements in comparison to the final evaluation, the AREB must establish a mechanism to compensate the creditors and, then, the shareholders, to the extent that is necessary.
Article 27 effects of the redemption and conversion of the capital instruments and the internal recapitalisation 1. When the AREB exercising the skills covered in this chapter, the reduction of the principal amount or pending due, conversion or cancellation of liabilities should be immediately enforceable.
2. In the event that amortitzi the amount of a capital instrument relevant, will occur the following effects: a) The reduction of the principal amount will be permanent, without prejudice to the compensation mechanism that, if necessary, be applied.
b) in relation to the owner of the affected passive, not subsistirà any obligation with respect to the amount of the instrument that has been amortized, except in the case of an obligation already paid or an obligation resulting damages arising as a result of the decision that the appeal against the exercise of the competence of redemption and conversion of the capital instruments or internal recapitalisation.
c) no compensation shall be paid to the holders of the subordinated affected.
3. The AREB is empowered to carry out or require it to be carried out the procedures for the exercise of these powers.
4. When the AREB reduce to zero the amount or the amount pending a passive, this passive or any obligations or claims that may arise, and which have not expired at the time of the reduction, shall be considered extinguished for all purposes and will not be calculated on an eventual liquidation of the company or of another company that happen.
5. When the AREB reduce only in part the principal amount or the amount pending a passive admissible, the extinction of this passive and of the instrument or the agreement that has been created will occur only in the same measure that will reduce the amount and without prejudice to any modification of his conditions that can adopt the AREB in virtue of the powers that have attributed.
6. When the redemption or conversion of capital instruments or the application of the instrument recapitalisation gives rise to the acquisition or increase of a qualified participation in an entity, the required evaluation must be carried out within a period that does not delay the application of these measures or prevent that meet their goals.
Second section. Redemption and conversion of capital instruments Article 28 conversion of capital instruments and Repayment 1. The non-binding request with AREB to the INAF, you can amortize or convert the relevant capital instruments of an entity, under the following circumstances: a) regardless of any measure of resolution, including internal recapitalisation.
b) Together with any measure of resolution, when you give the circumstances envisaged in article 9.1.
2. The non-binding request with AREB to the INAF, must proceed immediately to the redemption and conversion of capital instruments when you give any of the following circumstances: to) that the entity complies with the terms of resolution provided in article 9.1.
b) That, if it has not exercised this power, the entity will become unviable, in accordance with the provisions of article 10.
c) in the case of equity instruments issued by the entity and if these instruments are recognized for the purposes of fulfilling the requirements of equity both individually in the matrix as in consolidated basis, that the AREB, on its own initiative or of the INAF, appreciate that, unless you are exercising the competence of redemption or conversion in relation to these instruments, the company or its group would become unviable.
Article 29 rules for the redemption or conversion of capital instruments 1. The AREB should exercise the competence of redemption or conversion of capital instruments in the terms established in this law and, where applicable, in their regulations, in the following way: a) in the first place, you have to amortize the elements of equity, as are provided for in article 3 of the Legislative Decree of 12 February 2014 , which approves the revised text of the law on regulation of solvency and liquidity criteria in financial institutions, proportional to the loss, until it is complete, and the AREB adopt some of the measures provided for in article 35.1 with respect to the holders of these elements.

b) if the amount of the items of own funds mentioned in the letter a above is not enough for the recapitalisation, it will have to amortize the debt securities consisting of convertible financial instruments on a leash or under it, in both cases, when they are calculable for the purpose of calculating the own resources of the Organization, all in a way proportional to losses and until it is complete.
c) if the amounts mentioned in paragraphs a and b above, are not enough for the recapitalized, it should amortize all other securities, instruments or contracts which have been taken into consideration for the purpose of calculating the own resources of the Organization, all in a way proportional to losses and until it is complete. Alternatively, it may be necessary to turn them into representative values of the capital, for which the AREB may require the affected entity issuing the appropriate values representative of capital, and if the latter or its shareholders does not comply with the requirement within the period that has indicated the AREB, the same decision of the competent corporate bodies, replacing the AREB, you can proceed to arrange the relevant capital increase and issuing the necessary values , as well as at the Exchange which is relevant, all without prejudice to infringements which have been incurred by the company or its shareholders.
2. When you get to perform the redemption or conversion of the main instruments of capital: a) the reduction of the principal must be permanent, without prejudice to the mechanism to compensate creditors set forth in this law.
b) cannot survive any obligation before the owner of the capital instruments with respect to the amount amortized but the obligations already accrued or liability arising as a result of an appeal filed against the legality of the exercise of the competence of depreciation.
c) does not have to pay any compensation to the owner of the capital.
The third section. Internal internal 1 30 Article recapitalisation Recapitalisation. In the terms provided for in this law, the AREB can exercise the powers that are necessary in order to recapitalise the Bank resolution object internally, in compliance with the objectives of the resolution and in accordance with the principles that govern them, in the terms provided for in articles 3 and 4, respectively.
2. The recapitalisation measures can be adopted for internal: to Recapitalise the Bank) so that you can go back to comply with the conditions to continue its activities, while maintaining the confidence of the market.
b) became the capital or reduce the main capital of debt instruments or debits transmitted by applying the resolution instrument consisting of the establishment of the bridge, the sale of business or the segregation of assets.
3. The recapitalisation of the company must be made according to the provisions of the letter of the previous section, in the event that there is a reasonable prospect that the application of this instrument, in conjunction with other appropriate measures, including the measures being taken in accordance with the plan of reorganization of activities foreseen in article 37, as well as to achieve the objectives of the relevant resolution, restore the financial soundness and long-term viability of the company.
Otherwise, the recapitalisation of the company must be carried out according to the provisions of the letter b of the preceding paragraph, in conjunction with the instruments envisaged in resolution article 15.
4. The internal recapitalisation must be made respecting the legal form of the entity affected except when the AREB considers necessary to alter it.
Section four. Allowable liabilities for internal recapitalisation Article 31 for the allowable internal recapitalisation Liabilities 1. All of the liabilities that are not expressly excluded or not excluded by decision of the AREB, in accordance with the provisions of this law, are subject to redemption or conversion in capital for the recapitalisation of the company affected.
2. The non-binding report with AREB of the INAF, you can limit the possession, by other entities, allowable internal passive recapitalisation for an entity, but if both organizations are part of the same group and without prejudice to the rules on concentration of exposures that are applicable.
Article 32 of the internal Liabilities compulsorily excluded recapitalisation 1. The following are excluded from the internal passive recapitalisation: in) guaranteed Deposits, up to the level guaranteed by the regulations of the Andorran system of guarantee of deposits.
b) secured Liabilities so that, in accordance with the applicable insolvency legislation, preferred using this, up to the value of the guarantee.
c) Liabilities resulting from the possession by the affected entity of assets or money from customers, including those deposited in the name of collective investment institutions or venture capital entities when the client is protected in accordance with the rules of insolvency applicable.
d) Liabilities resulting from a trust relationship between the entity or offeree company, as a fideïcomissària, and another person, as a beneficiary, when the customer is protected in accordance with the rules of insolvency applicable.
e) Liabilities of entities, excluded the companies that form part of the same group, the initial maturity of less than seven days.
f) Liabilities with a remaining maturity of less than seven days, in respect of payments and securities settlement systems, or its participants, and resulting from the participation in one of these systems.
g) Liabilities contracted with: (i) Employees, in concept of wages, pensions, or other fixed remuneration accrued. This exclusion does not apply in the case of the variable component of the remuneration that is not regulated by collective agreements or agreements or collective agreements.
(ii) commercial Creditors, for supply to the affected entity of goods and services that are essential for the daily development of its activities, including services of information technology, public supplies of basic character, and rent, maintenance and cleaning of premises.
(iii) tax authorities or social security, provided that such liabilities have preferential character in accordance with the applicable regulations.
(iv) deposit guarantee systems arising from contributions due.

2. All the guaranteed assets related to a set of immutable obligations should be guaranteed coverage and sufficient funding and segregated. This rule and the exclusion provided in letter b of the preceding paragraph, do not affect the portion of the liabilities that exceed the value of assets, the pledge, the pledge or guarantee that constitute its counterpart.
Article 33 Liabilities subject to exclusion of the internal decision to recapitalise AREB 1. In exceptional circumstances and with prior notification to the Ministry in charge of finance, the AREB, in the terms and with the conditions laid down in this law and, where applicable, in its regulatory development, you can exclude from the internal recapitalisation, totally or partially, certain liabilities or categories of allowable liabilities when any of the following circumstances: a) not possible to repay or convert these liabilities within a reasonable period Nevertheless, the efforts made in good faith by the AREB.
b) the exclusion is strictly necessary and provided for: (i) ensure the continuity of essential functions and the main branches of activity, so that you keep the capacity of the entity resolution object to continue the operations, services and principal transactions, or (ii) prevent caused an infection, in particular respect of allowable deposits held by individuals and companies , to produce a serious disorder in the economy, derived from a serious disruption of the functioning of financial markets, including its infrastructure, or of any other relevant cause.
c) When applying the instrument of internal liabilities to recapitalise major destruction of value such that the losses suffered by other creditors are higher than if these liabilities have been excluded from the domestic recapitalisation.
2. In exercising the discretionary right provided for in paragraph 1, the AREB has to take into account the following elements: a) the principle that losses have to be taken in the first place by shareholders and then, in general, by the creditors of the entity object resolution, in order of preference.
b) the level of the capacity of absorption of losses that followed, taking the entity resolution object if exclogués the liabilities or the category of liabilities.
c) the need to maintain sufficient resources to finance the resolution.
3. When the AREB decide to exclude totally or partially a permissible allowable category of liabilities or liabilities in accordance with this article, the level of the redemption or conversion applied to other admissible liabilities will be increased to take into account these exclusions, provided that the level of redemption and conversion applied to other admissible in principle respect for liabilities the article 4.1. of.
4. When the losses they may have suffered liabilities excluded by decision of the AREB in accordance with this article are not fully impacted in other creditors, the FAREB may make a contribution to the subject-matter of resolution in the terms and conditions set out in the sixth.
Article 34 of the contractual Recognition internal recapitalisation 1. Provided that the liabilities of an entity is not excluded and which do not necessarily constitute deposits of individuals and companies that exceed the level guaranteed by the deposit guarantee system and investments, are regulated by the legislation of a third State, the institutions must include, for information purposes, in the contracts from the entry into force of this law , a clause of submission of these liabilities in the exercise of the competence of redemption and conversion of the AREB, as well as their observance, by the creditor or the part of the contract that give rise to liabilities, any reduction of the principal amount or due and any conversion or cancellation resulting from this exercise.
2. The breach of the obligation established in the previous section to the entity is not obstacle to consideration of the liabilities as admissible or for the exercise of the competence of redemption and conversion with all its effects.
Fifth section. Application of instrument for internal processing of the 35 Article recapitalisation shareholders 1. The AREB, in the exercise of its powers to apply the instrument internal recapitalisation, taking into account the outcome of the assessment of the Organization and once fixed the amount of the recapitalisation in accordance with the provisions of this law, adopt one of the following measures or all two: a) redemption shares or other capital instruments existing or transmit them to creditors subject to internal recapitalisation.
b) provided that, in accordance with the valuation made in accordance with article 5, the entity resolution object has a positive net worth, dilute the participation of the shareholders and the holders of other instruments of existing capital by converting into shares or other capital instruments: (i) capital instruments issued by the entity for this purpose at the request of the AREB in accordance with the provisions of this law , or (ii) allowable liabilities issued by the entity at the request of the AREB within the framework of a process of resolution. The conversion has been carried out in a way that will substantially reduce the nominal value of the shares or other instruments of existing capital.
2. The measures set out in the previous section also apply to shareholders and holders of other equity instruments issued or granted under the following circumstances: a) on the occasion of converting debt instruments into shares or other capital instruments, in accordance with the contractual terms of the original debt instruments, in producing a fact previous or simultaneous to the moment in which the AREB determined that you meet the conditions for the resolution.
b) as a result of the conversion of capital into equity instruments in accordance with the provisions of this law.
3. The specific actions you need decide AREB adopt bearing in mind: a) the assessment carried out in accordance with article 5.
b) the amount by which deemed that the instruments of capital and own funds have to repay or convert.
c) the evaluation of assets and liabilities.
Article 36 sequence of redemption and conversion

1. The AREB, applying the instrument of internal recapitalisation must proceed to the coverage of the recapitalisation amount determined in accordance with the provisions of this law, or reducing the amount amortized from the shares, capital instruments, or allowable liabilities according to the following sequence: a) the elements of equity to the extent necessary and as far as possible.
b) Are financial instruments consisting of mandatory convertible debt securities, in both cases when they are calculable for the purpose of calculating the minimum resources of the institution, to the extent necessary and as far as possible.
c) the amount of all other securities, instruments or contracts which have been taken into consideration for the purpose of calculating the minimum resources of the institution, to the extent necessary and as far as possible.
of the principal amount of the subordinated debt), in accordance with the rules of consideration of credits, to the extent necessary and as far as possible.
e) the amount or the outstanding amount of the allowable liabilities in accordance with the rules of consideration of credits, including deposits of individuals and companies that exceed the level guaranteed by the system of guarantee of deposits and investments.
2. For the purposes of the redemption and conversion provisions of this article, are included in the letter of the previous section the amount of liabilities at the date of the resolution, will remain with the people who have the condition following the date mentioned or had the date of administrative intervention if it is above: a) shareholders who hold at least , directly or indirectly, a participation of 10% of the share capital of the entity resolution, individually or jointly with their spouses, members of the stable Union of a couple or people who live with analogous relationship, ancestors, descendants and siblings of these shareholders and their spouses;
b) affiliated companies, directly or indirectly, by the persons indicated in the letter above, in the proportion of its contribution to the capital of the latter;
c) administrators, in law or in fact, and members of the senior management of the entity in resolution; and d) the companies that form part of the same group accounting consolidation that the entity in resolution.
But in the other hand, will be considered equally included in the above categories the amounts of liabilities maintained with assigns or tender of credits belonging to any of the people mentioned in the previous sections, provided that the acquisition has occurred within the two years prior to the date of the resolution process or administrative intervention if it is above. This presumption shall apply in any case when the assignee is an entity or an asset management company or to entities in which the company or the management company mentioned are transmitted.
3. exercise the powers of redemption or conversion, the AREB must assign losses equally between the shares or other capital instruments and the allowable liabilities of the same rank, and reduce the principal amount or the outstanding amount of these shares or other capital instruments and liabilities admissible in a degree proportional to its value, but when you make use of the faculty provided for in article 33.3.
That's no obstacle because liabilities excluded in accordance with the provisions of this law shall receive more favourable treatment than the allowable liabilities of the same rank in ordinary bankruptcy proceedings.
4. The AREB cannot convert or amortize a passive class while another who is subordinated to follow substantially without converting it into capital or without redeeming themselves, unless it's liabilities excluded from the recapitalisation.
5. The redemption and conversion of liabilities arising from derivatives, as well as the application of different debt conversion coefficients must be made according to the terms determined by the AREB.
Article 37 the plan of reorganization of activities 1. In applying the measure of internal recapitalisation, the AREB must require that the governing body of the entity, or the person or people you designate for this purpose, submit a plan of reorganization of activities containing measures, taking into account the situation of the economy and the markets in which it operates the entity, aimed at restoring the long-term viability of the Organization, or part of their activities during a period of reasonable time.
2. Corresponding to the non-binding consultation with AREB prior to the INAF, approve the reorganization plan, as well as their modifications.
If the AREB, with consultation prior to the INAF, believes that the plan does not achieve the objectives laid down in paragraph 1, they must notify the Manager of the company or to the persons designated in this section, and must require that the plan be modified in such a way that enables us to meet these goals. This modification has to be presented within a maximum period of 15 calendar days from the notification said.
3. The AREB, in collaboration with the INAF, must evaluate and may adopt the measures necessary or convenient to guarantee the fulfilment of the plan of reorganization approved.
4. The regulations, it may determine the term and the procedure for the presentation of these plans, as well as their minimum content, its execution and its eventual review.
The sixth section. Other contributions to the internal conditions for recapitalisation 38 Article FAREB's contribution 1. When the AREB decide to exclude, in whole or in part, a passive admissible or a category of allowable liabilities in accordance with the provisions of article 33 and the losses they may have suffered these liabilities have not been fully impacted in other creditors, the FAREB may make a contribution to the subject-matter of resolution in order to carry out at least one of the following objectives : a) to cover any loss that has not been absorbed by allowable liabilities and restore the net worth of assets of the entity resolution object to match it to zero, or b) Acquire shares or other equity instruments of the entity object resolution, in order to recapitalise them.
2. The FAREB can only make the contribution provided for in the previous section when the following conditions are met:

in) that, through the reduction of capital, conversion or in any other way, the shareholders and the forks of other instruments of capital and other allowable liabilities have made a contribution to the absorption of losses and recapitalise to internal an amount equivalent to at least 8% of the total liabilities, including shareholders ' equity of the company determined at the time of the resolution according to the assessment provided for in article 5 , and b) the contribution of the funding mechanism of the resolution does not exceed 5% of the total liabilities, including shareholders ' equity, of the entity object resolution, calculated in accordance with the assessment provided for in article 5, at the time they adopt the resolution.
Article 39 alternative sources of financing 1. In extraordinary circumstances, the AREB can get funding from alternative sources of financing.
So alternative or complementary FAREB may make a contribution from resources that have been obtained by the ex ante contributions in accordance with the provisions of this Act and which has not yet been used, provided that they give the following circumstances: a) has reached the limit of 5% laid down in paragraph 2 b of the previous article.
b) that have been amortized or become totally all liabilities unsecured, preferential liabilities, other than not admissible.
2. In the event that the action of the AREB has impact on the budget of the State, the responsible Minister must raise AREB finances economic report in which will detail the financial impact of this support on the funds provided in the budget of the State charge AREB.
3. The actions that carried the AREB in accordance with this article can be made in cash, by the delivery of securities representative of public debt, or issued by the same AREB. Likewise, the AREB can satisfy this price via the compensation of credits that you have in front of the corresponding entities.
Chapter five. AREB Section first. Nature and legal Article 40 AREB 1. It creates the AREB, with the purpose of managing the processes of resolution and to exercise the other powers that attached to this law.
2. The AREB is an entity of public law with its own legal personality, equity and financial autonomy and full capacity both public and private for the development of its objectives, which must be governed by the provisions of this law.
3. The AREB is subject to private law, except when exercising the administrative powers attributed this law or any other regulation with the rank of law.
4. The staff of the labour regulations is governed by the AREB and should be selected respecting the principles of equality, merit and ability.
5. The AREB can enter into contracts with third parties conducting any activity of a material, technical or instrumental that is necessary for the proper fulfilment of their functions.
6. The AREB manages its resources with complete independence of the general administration of the State, while respecting the principles of efficiency, effectiveness and prudence, and evaluating on a case by case the circumstances of financial markets.
7. the AREB is excluded from the provisions of the law of public contracts, of 9 November 2000, in contracts that subscribe when any of the following grounds exists: a) disabled or business States to promote competition in the offer in accordance with the objectives provided for in article 3;
b) Existence of reasons of urgency requiring the rapid provision of goods or services;
c) need for additional deliveries made by the lender of the supply or service, when the provider change involves a technical material and/or a different service that involves incompatibilities and/or disproportionate technical difficulties in the conditions of use or maintenance;
d) technical Specificity of the product; or e) need for confidentiality of product or service.
In these cases, the president of the AREB can propose to the Board of Directors of the AREB, the use of the direct purchase, and this body can proceed to the approval of this type of contract.
Article 41 funding Mechanisms and budget 1. For the financing of the measures provided for in this law, the AREB must have the following funding mechanisms: a) the Andorran Bank resolution Fund (FAREB), regulated in accordance with the provisions of the sixth chapter of this law.
b) the possibility of requesting Government loans and contributions.
2. The financing mechanisms can only use AREB foreseen in this article, to the extent necessary to ensure the effective implementation of the resolution, with the following objectives: a) the granting of guarantees.
b) granting loans to the entity subject to resolution, to its affiliates or to a bridge.
c) the acquisition of assets or liabilities of the entity object resolution.
d) making contributions to a bridge.
e) the payment of compensation to the shareholders or creditors whenever appropriate in accordance with the provisions of this law.
f) making contributions to the entity resolution object instead of the repayment of credits of certain creditors, when using the instrument internal recapitalisation and AREB decide to exclude certain creditors of the scope of application of the internal recapitalisation, in accordance with article 33.
g) the granting of loans or other financing mechanisms.
h.) The recapitalisation of the company under the terms and with the limitations stipulated in this law.
I) the completion of a combination of the actions mentioned in the letters a to h above.
The financing mechanisms can be used to take the above actions, also with regard to the buyer, in the context of the sale of the business.
The mechanism of financing of the resolution should not be used directly to absorb the losses of an entity and should not reduce the losses arising from the resolution which is support to shareholders and creditors, in accordance with the provisions of this law and, in particular, taking into consideration the principles listed in article 4.

In the event that the use of the mechanism of financing of the resolution indirectly implies that part of the losses of an entity is transmitted to the financing mechanism of the resolution, we have to apply the principles that govern the use of the mechanism of financing of the resolution stated in article 38 of this law.
3. in order to cover its operating expenses, the AREB must have the funding that is appropriated to the budget of the State. The Board of Directors of the AREB should devise a budget project of the AREB and must submit to the Ministry responsible for finance, with sufficiently in advance so that it can be integrated into a specific section of the Bill to the budget of the State, before sending it to the General Council for approval.
4. The AREB can increase its own funds through the capitalization of loans, credits or any other operation of indebtedness of the AREB in which the administration of the State appears as a creditor.
5. The AREB, to meet its purposes, including the application of the resolution, you can also issue fixed income securities, receive loans, apply for the opening of credits and perform any other operation of indebtedness.
External resources of the AREB, whatever the form of their instrumentation, may not exceed the limit established for this purpose in the annual State budget law.
6. When the AREB take a measure of resolution, and as long as this measure guarantees the continuity of depositors ' access to their deposits, the deposit guarantee system and investments shall assume the following costs: a) when applied the instrument internal recapitalisation, the amount they should recoup the deposits covered to absorb the losses of the entity in accordance with article 36 in the event that the guaranteed deposits have been included in the scope of application of the instrument of internal and recapitalisation were amortized in the same degree that the credits of the creditors with the same rank in the hierarchy of creditors pursuant to the bankruptcy legislation.
b) when you apply one or more instruments of different resolution of internal recapitalisation, the amount of the losses they would have suffered the depositors guaranteed, in the event that they had suffered losses, in comparison with those taken by the creditors with the same rank in the order of priority among creditors, in accordance with the insolvency law.
The maximum amount of these costs may not exceed the level of coverage provided in the Act 1/2011, 2 February, from creation of a system of guarantee of deposits.
When allowable deposits of an entity object resolution is transmitted to another entity through the instrument of sale of the business or establishment of a bridge, the depositors will not be able to claim no credit against deposit guarantee system for Parties not transmitted from tanks that are the object of the resolution, provided that the amount of the funds transmitted is greater than or equal to the level of coverage provided in the Act 1/2011 , February 2, the creation of a system of guarantee of deposits.
Article 42 the Board of Directors of the AREB 1. The AREB is governed and administered by a Board of Directors composed of five members: a) the Chairman, who is appointed by the Minister responsible for finance, and should be, in any case, a high government post.
b) two members appointed by the INAF, at least one of which must have the status of a member of the Board of Directors of the INAF and should assume the position of Vice President of the Board of Directors and must replace the president in his functions in case of vacancy, absence or illness.
c) two members appointed by the Minister responsible for finance.
All members of the Board of Directors of the AREB must be people with proper experience for the exercise of the functions and tasks assigned to the AREB.
Furthermore, the Board of Directors may authorize the participation of observers in its sessions, which can be representatives of the taxpayers in FAREB, as long as this participation does not generate conflicts of interest that may interfere with the development of the planned functions AREB in this law. The same Board of Directors sets the terms in which to develop the participation of these observers, who, in any case, do not have voting rights and are subject to the same duty of confidentiality that the members of the Board of Directors, including the Secretary, and, if applicable, the contribution in accordance with the provisions of article 47 of this law.
2. The functions of the Secretary of the Board of Directors exercises the person designated by the Board. The Secretary acts with voice but without vote if you are not a member of the Council.
3. Without prejudice to what is expected for the president in the following article, the members of the Board of Directors are constant in their status as such members for resignation submitted to the authority that appointed or by termination agreed by the authority who are appointed.
4. The Board of Directors shall meet at least quarterly, and every time it is summoned by the president, on its own initiative or at the request of any of its members. At the same time, is empowered to set up its own system of calls for proposals.
5. The Board of Directors is responsible for adopting decisions relating to the powers and functions attributed to the AREB, without prejudice to the delegations or the powers it deems appropriate to approve for the due exercise of the powers and functions mentioned. In any case, are not available to the following functions: a) the functions attributed in this law to the AREB in relation to the resolution of entities.
b) the approval of the decision to carry out the financing operations provided for in this law.
c) the preparation and approval of the annual accounts of the budget and settlement of the AREB AREB, carrying out the necessary adaptations in accordance with the characteristics and the nature of their activities, in accordance with the legislation in force.
Once approved the settlement budget and the annual accounts, they must submit to the Ministry responsible for finance to submit to the approval of the General Council.
d) the adoption of the necessary decisions to use the FAREB in accordance with the provisions of this law.

6. for the valid Constitution of the Board of Directors for the purpose of holding meetings, deliberations and adoption of agreements, at least is required the assistance of half of its members entitled to vote. Their agreements are adopted by a majority of the members present. The president has a casting vote in case of a tie in the number of votes.
7. The performance of the Board of directors should be based on the principles of good management, objectivity, transparency, competition and advertising.
Article 43 AREB President 1. The president of the AREB develops the functions of representation, management and day-to-day management of FAREB, and other functions delegated by the Board of Directors. Is designated among people with ability, technical preparation and adequate experience to carry out the functions of this position.
2. The term of Office of the president lasts three years and is renewable for periods of the same duration. The president only ends for the following reasons: a) for having completed the period for which he was appointed.
b) resignation accepted by the Minister in charge of finance.
c) incurs some cause of incompatibility in order to be in accordance with the applicable regulations.
d) coping with disability for the exercise of its functions.
e) to conviction for crime.
f) For serious breach of their obligations. In this case their separation is agreed by the Minister responsible for finance, with the instruction of the file by the Ministry responsible for finance. On the instruction of the file it has to listen to the remaining members of the Board of Directors.
3. The president the exercise of the following functions: a) the Chairman of the Board of Directors and promote and supervise all operations you need to execute the AREB in accordance with this law.
b) Direct day-to-day management, financial and administrative of the AREB, including the administration of FAREB, and exercise the legal representation of the same background.
c) propose to the Board of Directors the adoption of decisions which correspond as envisaged by this law, without prejudice to the Board of Directors may also adopt them ex officio.
d) execute the resolutions of the Board of Directors and the functions of the Council are delegated.
e) accountable to the Board of Directors of the exercise of its functions.
f) Represent the AREB in institutions and international bodies in which is due to your participation.
Article 44 parliamentary Control, financial and accounting 1. With a frequency at least annually, the president of the Board of Directors of the AREB must appear before the General Council with the aim of informing about the evolution of the activities of the AREB and on the fundamental elements of its economic and financial performance.
2. In addition, the Chairman of the Board of Directors of the AREB must appear before the General Council to report specifically on the measures implemented resolution for AREB.
3. The Board of Directors has to elevate to the Minister responsible for finance a quarterly report on the management and performance of the AREB where justified, among other aspects, the economic and budgetary impact of actions carried out by the AREB during the said period.
4. The AREB is subject to financial control in accordance with article 39 of the general law of the public finances, of December 19, 1996, with the necessary adaptations for the exercise of their activity, and in the external audit of the Court of accounts. This audit should not involve any interference of the Court of accounts in the administrative powers of the AREB.
Article 45 cooperation and coordination with other competent national authorities 1. The AREB must collaborate with the authorities who are in charge of functions related to the supervision of entities and, in particular, with the agencies or the supervisory authorities of the entities included in the scope of application of this law. In particular, should collaborate with the INAF and, in the event that any of the aspects of the resolution have relation with the prevention of money laundering and the financing of terrorism in cases in which this matter has an important event in Andorran institutions subject to resolution, with the Andorran financial intelligence unit. For this purpose, you can request the information that is necessary for the exercise of the powers that have attributed, as well as help you apply for the corresponding authorities.
Likewise, the AREB is to facilitate to the authorities to which the preceding paragraph refers to the information that is necessary for the exercise of its powers in accordance with the regulations in force.
2. In the case of resolution of entities belonging to a group or financial conglomerate, the AREB, in adopting the measures and exercise the powers that, to this effect, gives this law, minimize, to the extent possible, the impact of these measures and faculties may have eventually in the rest of the companies of the group or conglomerate and in the group or conglomerate as a whole.
Article 46 cooperation and coordination with other competent international authorities 1. In the exercise of its powers and, in particular, in the case of resolution of entities that belong to international groups, the AREB must collaborate with foreign authorities who are assigned to functions related to the resolution of entities. For this purpose, can be concluded with these authorities the appropriate partnership agreements, as well as request and exchange information to the extent necessary for the exercise of the powers which they have attributed to it in relation to the planning and execution of measures of restructuring or resolution.
2. The exchange of information requires that there is reciprocity, that the competent authorities are subject to a duty of confidentiality under conditions that, at least, are comparable to those established by the laws of Andorra and that the information is necessary for the exercise by the foreign authority of functions related to the resolution of financial entities that, under their national legislation , are comparable to those established by the laws of Andorra.

The transmission of information reserved to the authorities mentioned in the previous paragraph is subject to the express consent of the authority that has been revealed, and the information can be communicated only for the purposes for which this authority has given its approval.
Relations with international authorities can be specified in bilateral agreements and include rules for the mutual recognition and execution of procedures in these countries.
3. Likewise, the AREB must collaborate with other supranational authorities with competences in the field of the fight against money laundering and the financing of terrorism in cases in which this matter has an important impact on the entities subject to resolution, and to this end, should promote the signing of agreements or cooperation agreements that are appropriate.
4. In any case, the cooperation and the coordination of the competent authorities must respect other AREB international principles of international cooperation and coordination in the article 20 of law 10/2013, of 23 May, of the Institut Nacional Andorrà de Finances.
Article 47 Duty of confidentiality 1. The data, documents and information that are in the possession of the AREB entrusted functions under this law are reserved and, with the exception of injunction or other cases stipulated in the current regulations, cannot disclose to any person or authority, or can be used for purposes different from the purposes for which they were obtained. This reserved character cease from the moment in which the interested public do the facts that relate data, documents and information.
2. The authorities and people, in accordance with the provisions of the preceding articles, can receive AREB information, as well as auditors, legal advisers and other independent experts that may be designated by the AREB in relation to the execution of measures of resolution, the potential crime contact with the competent authorities, the agencies that manage the deposit guarantee systems , the bridge or the society of asset management, as well as any other persons who provide or have provided services directly or indirectly to those mentioned above, are also obliged to keep secret and not to use the information received for purposes different from the purpose for which the information was provided.
3. This article does not preclude: to) that employees and experts of the agencies or entities mentioned in paragraph 2 above can exchange information within each organization or entity; and b) the authorities of resolution and monitoring, including its employees and experts, to exchange information among themselves and with other competent authorities of the European Union, competent ministries, deposit guarantee systems, authorities responsible for the bankruptcy proceedings, authorities of third countries that are performing functions equivalent to those of the authorities of resolution, or, subject to strict confidentiality requirements , with a potential acquirer with the purpose of planning or apply a measure of resolution.
Article 48 Distortion of competition in the exercise of its powers, the AREB should minimize the distortions that their actions can cause in the conditions of competition of the participating entities in the financial system.
Article 49 adoption of international recommendations in the exercise of its powers and if not are contradictory with the provisions of this law and the regulations in force, the AREB should take into consideration the recommendations, guidelines, technical standards and other initiatives that are developed at the international level in the context of the resolution of entities, as well as in the area of prevention of money laundering and of the financing of terrorism.
Second section. Powers of the AREB Article 50 faculties of the AREB the AREB should exercise the powers necessary to implement the instruments and the measures provided for in this law. These faculties are commercial or administrative in nature.
Article 51 commercial Powers the AREB exercises the powers that the law confers business in general: a) to the administrative organ of the organisation, when assume this condition.
b) shareholders or holders of any securities or financial instruments, when the AREB have subscribed or purchased such securities or instruments.
c) at the general meeting, in the cases in which this Board obstructs or reject the adoption of agreements needed to effect resolution measures, as well as in cases in which for reasons of extraordinary urgency is not possible to comply with the requirements of the current regulations for the valid Constitution and adoption of resolutions by the general meeting. In these cases, are understood to the AREB all the faculties that legally or under could correspond to the general meeting of the company and that are necessary for the exercise of the functions provided for in this law in relation to the resolution of entities.
Article 52 General Administrative Powers the AREB has the General powers of the administrative character as well: a) to approve a system of allocation of contributions to FAREB by entities.
b) to approve the economic value of the assets and liabilities of the entity, for the purposes of applying the measures and instruments provided for in this law.
c) Require any person the information necessary to prepare and implement a measure or a resolution.
d) Ordering the transfer of the shares of the company or, in general, instruments representative of the capital or convertible into these types of instruments, regardless of who is its owner, as well as other financial instruments, assets and liabilities of the entity.
e) operations of increase or reduction of capital, and issue and total or partial repayment of obligations, including convertible instruments, and any other securities or financial instruments, as well as the modifications related to these operations. The AREB can determine the exclusion of the preemptive right in capital increases and on the issuance of convertible debentures.
f) perform actions of redemption or conversion of capital instruments.

g) to determine the instruments in which it is to pinpoint the measures of resolution, including, in particular, that imply structural modifications of the entity, the dissolution and liquidation of the company.
h) Have immediately, with the non-binding report of the INAF, the transfer of the securities deposited in the entity to another entity authorized to develop this activity, even if these assets are deposited in third parties on behalf of the entity that provides the service of deposit.
To this end, the AREB, in his position as administrator of the company, must adopt the necessary measures to facilitate the access of the entity to which you transferred the deposits of the values or the values in the custody of the documents and the accounting and computer records needed for effecting the transfer.
and) Exercise, in connection with the transmission of values, financial instruments, assets or liabilities of the company, all or any of the following powers: (i) Oblige the entity and the acquirer to provide the information and assistance required.
(ii) Require any entity of the group to which it belongs to the entity that provides the services necessary for operating the purchaser to enable the purchaser to operate effectively the business passed down. If the entity of the Group was providing these services to the company, will continue paying them on the same terms and conditions, and, otherwise, the will provide in terms of the market.
j) Stop or suspend for a period of no more than four days the banking activity of the entity object resolution.
k) Defer, suspend, delete or modify certain rights, obligations, terms and conditions of all or some of the issuance of debt instruments and other allowable liabilities issued by the entity object resolution.
the) Force the company to repurchase the securities issued by the same entity at the price and on the terms and conditions determined by the AREB.
m) Ordered that the transfers of the shares or, in general, are financial instruments, assets and liabilities of the entity will be made free of any charge or encumbrance; as well as delete the option rights and preferential acquisition, without statutory or contractual clauses that are effective against existing ones.
n) Require the suspension of trading in a regulated market admission or admission to trading of financial instruments in accordance with the applicable regulations.
o) cancel or change the conditions of a contract of which it is part the entity subject to resolution, or become a part rather than the acquirer.
p) adopt the necessary measures to ensure the continuity of the business passed and contracts held by the entity so that the acquirer would assume the rights and obligations of the entity object resolution.
q) Review any transaction or operation carried out by the organisation in the resolution which may derive from possible responsibilities of the administrators and members of the senior management of the Organization and promote responsibility actions it deems appropriate in the interest of the entity object resolution.
r) Dictate precise provisions for the proper implementation of the provisions of this law and, in particular, issue, among others, press releases, technical papers and/or recommendations that are intended to develop this law and dictate the rules of instrumental techniques that may be necessary in connection with the exercise of the powers attached to this law.
In the exercise of this function, the AREB can submit to the consideration of the agents of the financial sector the relevant regulations and in any case must take into account the following factors: (i) that the cost of regulation is proportional to the benefits of its implementation;
(ii) the international standards in the field; and (iii) the impact of their implementation in the competition, the ability of innovation and international competitiveness of the Andorran financial.
s) exercise the remaining powers provided for in this law.
Article 53 the Executive Nature of the measures 1. The administrative acts issued by the AREB are effective immediately from the time they are adopted and without carrying out any procedure or requirement established, without prejudice to the requirements established in this law and the formal obligations of record, registration or advertising required by the regulations in force.
2. The execution of these acts, either cannot be affected by the rules on bank secrecy.
Article 54 Other conditions applicable to the adoption of any measure of restructuring or resolution does not constitute by itself a case of non-compliance or allows itself to any counterpart to declare the expiration, the modification, the suspension or the early resolution of the corresponding operation, or to urge the execution or the compensation of any right or obligation arising out of the operation or of the contract , or in any other way affect this agreement, and will not put the clauses that establish.
However the provisions of the preceding paragraph, the counterpart can declare, under the terms and conditions established in the corresponding contract, expiration or early termination of the contract or the corresponding operation as a result of an event of default before or after the adoption or the exercise of the corresponding measurement or faculty and not necessarily linked to this measure or faculty.
Article 55 Conditions applicable to financial operations and contractual compensation agreements 1. In cases in which only transmit a portion of the assets and liabilities of the entity, the AREB must adopt the necessary measures to achieve the following purposes: to) Avoid the resolution, ecosystems or transmission of only a portion of the assets and liabilities which may be compensated under a financial guarantee agreement with change of ownership or of a contractual netting agreement.
b) allow the obligations with pignorativa warranty and assets that the guarantee be transmitted jointly or to continue both in the entity.
c) Avoid the resolution or ecosystems of the pignorativa guarantee agreement if that means that the corresponding obligation ceases to be guaranteed.
d) Avoid the resolution, ecosystems or transmission of only a portion of the assets and liabilities covered by structured finance agreement, except when only affect assets or liabilities related to the institution's deposits.

However, the AREB, in order to facilitate the resolution and give adequate protection to depositors, can transmit the guaranteed deposits that form part of the agreements established in the earlier letters, without conveying the assets and liabilities that are part of the agreement referred to, or transmit, modify or solve these assets and liabilities without transmitting the deposits covered.
2. The operations through which instrumentin resolution measures, as well as the redemption and the conversion of capital instruments, are not rescindibles to the provisions of the bankruptcy regulations applicable.
Article 56 Emergency Measures for reasons of urgency and in order to guarantee the objectives provided for in article 3, the AREB can: a) to adopt, with immediate character, the instruments foreseen in this law without observing the specific requirements established for each instrument or act.
b) use a procedure of estimate of the economic value of the entity that are not needed reports of independent experts, to carry out the evaluations foreseen in this law.
Article 57 Advertising without prejudice to the provisions of article 14, the AREB should carry out the actions necessary to give publicity to the measures adopted under this law.
Article 58 suspension Powers of contracts and guarantees 1. The AREB may suspend, by administrative act, any payment or delivery obligation arising from any contract held by the company for a maximum period which begins with the publication of the exercise of this right up to midnight on the following work day.
The provisions of the preceding paragraph is not applicable to: a) The allowable deposits, in the terms established by law 1/2011, 2 February, from creation of a system of guarantee of deposits for banks.
b) the obligations of payment or delivery in respect of: (i) payment systems and securities clearing and settlement in the area of the European Union and Andorra.
(ii) central counterpart entities recognized in the field of the European Union and Andorra; and (iii) the central banks of the Member countries of the European Union and who get out at any given time equivalent functions.
2. Without prejudice to the provisions of the seventh chapter, the AREB can, with character of administrative act, prevent or limit the execution of guarantees about any of the assets of the entity for a maximum period which begins with the publication of the exercise of this right up to midnight on the following work day. However, the AREB cannot exercise this right with respect to the guarantees granted to the entities mentioned in letter b of paragraph 1 above.
3. The AREB can, with character of administrative act, suspend the right of a party to declare the expiration or early resolution, resolution or termination of a contract with an entity subject to resolution for a maximum period which begins with the publication of the exercise of this right up to midnight on the following work day. However, the AREB cannot exercise this right with respect to the guarantees granted to the entities mentioned in letter b of paragraph 1 above.
4. Notwithstanding the provisions of paragraph 3 above, a person may exercise the right to declare the early maturity, the resolution or the termination of the contract before the end of the period of suspension, as long as the AREB notified previously that the assets and liabilities covered by the contract will not be transmitted to another entity or subject to the instrument internal recapitalisation.
In case you are not exercising the right of suspension and will not make the notification provided for in the previous paragraph, you can exercise the right to declare the early maturity, the resolution or the termination of the contract: a) if assets and liabilities have been transmitted to another entity, only in the case where there is an event that gives rise to the anticipated due date , the resolution or the termination of the contract on the part of the receiving entity on an ongoing basis or at a later date.
b) if the entity in resolution keeps the assets and liabilities and the AREB not apply the recapitalisation by the end of internal instrument period of suspension.
Chapter six. FAREB Article FAREB 59 1. The FAREB does not have legal personality and is intended to finance measures of resolution that run the AREB, which must exercise its management and administration in accordance with the provisions of this law.
2. the financial resources of FAREB must arrive, no later than 31 December 2024, the percent of total amount of guaranteed deposits, in accordance with the law 1/2011, 2 February, from creation of a system of guarantee of deposits for banks.
3. The AREB can dictate all administrative acts that may be necessary to require contributions in FAREB in the terms provided for in this law.
Article 60 the financing 1. In order to reach the level of the financial resources foreseen in the previous article, the AREB has to raise every year ordinary contributions calculated linear way entities in accordance with the following criteria: to) the contribution of each entity should be updated annually and must correspond to the proportion that this entity represents the aggregate total of the entities of the following concept : total liabilities of the company, excluding own resources and the amount of guaranteed deposits in accordance with the provisions of law 1/2011, 2 February, from creation of a system of guarantee of deposits for banks.
b) contributions must conform to the risk profile of each organization, in accordance with the following criteria: (i) the level of risk of the entity, with inclusion of the importance of their activities, the risks out of balance and your degree of leverage;
(ii) the stability and the variety of the sources of financing and high liquidity assets free of charges of the company;
(iii) the financial situation of the Organization;
(iv) the probability that the entity is subject to resolution;
(v) the extent to which the Organization has benefited in the past from extraordinary public financial assistance;
(vi) the complexity of the structure of the entity;
(vii) the importance of the entity for the stability of the financial system or the economy of Andorra.

2. When the financial resources available are not sufficient to cover the losses, costs or other expenses caused by the use of the mechanisms of funding, the extraordinary contributions may request AREB ex post of the entities authorised to operate on their territory in order to cover the additional requirements. These extraordinary contributions ex post have been assigned between the entities in accordance with the rules laid down in paragraph 1 and in any case may not exceed three times the annual amount of the contributions determined in accordance with paragraph 1.
The AREB can defer, in whole or in part, the obligation of an entity paying the extraordinary contribution to the financing mechanism of the decision ex post if the contribution endangers the liquidity or solvency of the organization. This postponement cannot be granted for a period greater than six months, but it can be renewed at the request of the Bank. The deferred contribution under this section must be made when the payment is no longer put in danger the liquidity or solvency of the organization.
3. In the event that the amounts collected in accordance with paragraph 1 are not sufficient to cover the losses, costs or other expenses caused by the use of the mechanisms of financing and that the extraordinary contributions planned ex post in paragraph 2 will not be available immediately or are not sufficient, the AREB may collapse borrowing or other forms of support from entities , financial institutions or other third parties.
4. In extraordinary circumstances and for reasons of urgency, the Fund can be made by the contributions by FAREB State.
5. unencumbered FAREB's heritage should be materialised in public debt or other assets of high liquidity and low risk. Any benefit achievements and counted in their annual accounts must be paid at the same FAREB.
Chapter seven. Procedural regime Article 61 appeal against the decisions and agreements of the AREB adopted in accordance with article 50 1. The decisions and agreements that adopt the AREB under article 50 are challenged only in accordance with the rules and procedures established for the contesting of agreements of the limited liability companies act and that are contrary to the law. The action of challenge expires, in any case, within a period of fifteen days, counting from the moment in which the AREB give publicity to the proceedings mentioned in accordance with the provisions of article 57.
2. In the event that, in accordance with article 62, has been challenged before the administrative jurisdiction in any of the events given by the AREB under this law, the civil jurisdiction will suspend the procedure initiated under this article to the resolution of the proceedings before the administrative jurisdiction, when the administrative act contested give coverage to the decisions taken by the AREB under article 50.
Article 62 specialties of appeal against the decisions and administrative acts issued in the framework of resolution processes 1. The acts and decisions of the INAF and AREB given within the framework of resolution processes cannot suspend provisional way, put an end to the administrative and are directly challenged before the administrative jurisdiction.
2. The procedure for challenging decisions mentioned above has special character.
3. In the exercise of instruments and powers of resolution, the INAF and AREB can request the court competent to stop, during the period of time necessary to ensure the effectiveness of the aim pursued, any action or judicial proceedings is part of the entity object resolution.
Article 63 impossibility of execution of judgments rendered in administrative appeals to which refers article 61 of this law 1. The INAF or AREB can claim before the judicial authority the causes that determined the impossibility of executing a judgment that declared contrary to right some of the decisions or actions provided for in this law. The judicial authority has to appreciate the concurrence or not of these causes and to fix the compensation, if any, that will have to meet in accordance with the criteria of attribution of liability established in this law. The amount of this compensation must reach, at most, to the difference between the damage actually suffered by the appellant and the loss that should be supported in the event that, at the time of adopting the decision or the corresponding agreement, would have produced the liquidation of the organisation in the context of a bankruptcy procedure.
2. In assessing the causes that determine the impossibility of executing a judgment, in accordance with the provisions set forth in the previous section, the judicial authority should take into account in particular: a) the particularly significant volume or complexity of the transactions affected or may be affected.
b) the existence of damages that, in the case of run the sentence in its strict terms, would result for the company and for the stability of the financial system.
c) the existence of rights or legitimate interests of other shareholders, partners, pre-revolutionary, creditors or any other third parties, protected by the legal system.
Eighth chapter. Sanctioning Section first. General provisions Article 64 Subject offenders 1. Violators are subject the entities, as well as the people who hold positions of directors or management in these organizations, that violate the rules set out in this law.
2. The responsibility attributable to an organization is independent of the attributable to posts of directors or management of the entity. The opening of a disciplinary record or file or dismissal of the commenced against an entity should not affect necessarily the responsibility in what may incur administration charges or administration of this Bank, and vice versa.
Article 65 Competition for instruction and resolution of proceedings 1. The processing of disciplinary proceedings and the imposition of sanctions deriving from the offences established in this law correspond to the following authorities: a) in the case of AREB violations related to its functions as an authority of resolution.
b) to INAF in the case of violations related to its functions as supervisor authority.

2. The AREB and INAF collaborate with each other in all disciplinary procedures which, by their nature, may affect concurrent way both authorities.
Article 66 prescription of infringements and sanctions 1. The offences prescribed in four years.
2. The period of limitation begins to be calculated from the date on which the infringement has been committed. In the violations that occur in a continuous activity, the calculation starts from the date you cease the activity, or the last act establishing the infringement.
3. The sanctions prescribed within a period of four years from the date of notification of the decision to impose sanctions.
Second section. Infractions Article 67 kinds of administrative infringements violations provided for in this law shall be classified as minor, serious and very serious.
Article 68 very serious Offences Are very serious offences as follows: to) refuse, excuse or resist the action of the INAF AREB or in the exercise of the functions that gives this law, provided that there is express written requirement in this regard.
b) the lack of the required cooperation or obstruction on the part of the entity in the application of measures of resolution that has decided the AREB, when there is occasional or isolated.
c) any activity with the purpose to obstruct or hinder seriously the economic valuation of the entity that are independent experts.
d) does not refer to the INAF or AREB all data or documents especially significant that they have to be sent or that require in the exercise of their functions, or send them so incomplete or inaccurate, when this may hinder the appreciation of the viability of the institution. For the purposes of this letter, it is understood, likewise, as lack of referral, referral outside the deadline foreseen in the corresponding rule or of the period granted by the competent body in check, if applicable, the appropriate requirement.
e) Infringe the duty of truthfulness of information due to the INAF and AREB.
f) Breach the duty of confidentiality on the data obtained in the context of a process of resolution, or use them for purposes other than the provisions of this law.
g) poor communication or communication by the manifestly demorada of Administration to the INAF or AREB, the fact that the entity is in a situation of non-viability, when it is known, or when due to objective circumstances should be known for the organ of administration.
h) the payment of the contributions to which refers article 60 or pay them out of the required period.
I) Perform acts or operations without authorization when this authorisation is mandatory, without observing the basic conditions of this authorization, or having obtained the authorisation through false statements or by other means irregular, occasional or isolated when not this.
j) in conjunction with the society of asset management and without prejudice to the application of the rest of the lyrics: (i) The carrying out of activities unrelated to its corporate purpose which endangers the achievement of the General objectives established by law for this purpose in this law;
(ii) the lack of legally enforceable accounting or the failure to take the essential with irregularities that prevent know your property and financial situation;
(iii) the refusal or resistance to the inspection, provided that there is express written requirement in this regard;
(iv) failure to comply with their obligations of transparency, unless you have a merely casual or isolated;
(v) the lack of referral to the AREB of all data or the documents you have to send or required in the exercise of its functions, or its lack of veracity, when this will make equity and financial appreciation of society. For the purposes of this issue, it is understood that there is a lack of reference when this remission does not occur within the period granted for that purpose.
k) the Commission of over three serious violations within a year.
Serious Offences Are serious offences article 69 the following: a) refuse, excuse or resist the action of the INAF AREB or in the exercise of the functions that gives this law, except that, for not having merely occasional or isolated, constitutes a very serious infringement.
b) the lack of the required cooperation or obstruction on the part of the entity of measures of resolution that you have decided to apply the AREB, when I have merely occasional or isolated.
c) any activity with the purpose to obstruct or hinder the economic valuation of the entity that are independent experts, except that, for not having merely occasional or isolated, constitutes a very serious infringement.
d) does not refer to the INAF or AREB data or documents especially significant that will have to be sent or that require in the exercise of their functions, or send them so incomplete or inaccurate, but involving the Commission of a serious offence. For the purpose of this letter is understood, likewise, as lack of referral, referral outside the deadline foreseen in the corresponding rule or of the period granted by the competent body in check, if applicable, the appropriate requirement.
e) Infringe the duty of truthfulness of information due to the INAF and AREB, as well as to breach the duty of confidentiality on the data obtained in the context of a process of resolution, or use them for purposes other than those provided for in this law. All of this except that, by the number of people affected or the importance of the information, these defaults can be relevant and love, therefore, constituted a very serious infringement.
f) poor communication or communication demorada, for part of the organ of administration, to the INAF or AREB, the fact that the entity is in a situation of non-viability, when it is known, or when due to objective circumstances should be known by the administrative organ; except that, to the gravity of the circumstances in which you find the company or the period of time spent, have to be considered very serious infringement.
g) carrying out acts or operations without authorization when this authorisation is mandatory, without observing the basic conditions, or having obtained the authorisation through false statements or by other means irregular, occasional purposes only when they reach or isolated.

h) breach merely occasional or isolated from the rest of the obligations required in accordance with the provisions of this law when there is a prior requirement of the INAF and AREB.
I) in conjunction with the society of asset management and without prejudice to the application of the rest of the lyrics: (i) The carrying out of activities unrelated to its corporate purpose which endangers the achievement of the General objectives established by law for this purpose on this law as long as they do not have the very serious consideration;
(ii) non-fulfilment of their obligations by merely isolated or occasional transparency.
j) the Commission of over three minor offences within a year.
Article 70 Offences Are minor violations minor are breaches of obligations established in this law that does not constitute very serious violations or serious, in accordance with what is expected to be in the two preceding articles.
The third section. Article 71 sanctions Sanctions sanctions imposed the AREB in the exercise of the functions that correspond in accordance with this law, as well as the imposed the INAF in the exercise of their functions as supervisory authority, are provided in this section.
Article 72 penalties for the Commission of serious offences 1. By the Commission of very serious offences has been imposed on the offender a fine of 300,001 to 600,000 euros, or up to 3% of the share capital at least required to the company if this amount is greater than 600,000 euros, or up to double the profits derived from the infringement when these benefits can be quantified and this amount is higher.
2. In addition, it can impose the following accessory measures: a) Requirement for the offender to put an end to his conduct and refrain from repeating it.
b) public Reprimand with publication in the official bulletin of the Principality of Andorra and to the web site of the sanctioning body of the identity of the offender, the nature of the offence and the penalties imposed.
Article 73 penalties for the Commission of serious offences 1. For the Commission of serious offences has been imposed on the offender a fine of € 300,000 to 150,001 or up to the 1.5% of the share capital at least required to the company if this amount is higher, or up to 1.5 times the profits derived from the infringement when these benefits can be quantified and this amount is higher.
2. In addition, it can impose the following accessory measures: a) Requirement for the offender to put an end to his conduct and refrain from repeating it.
b) public Reprimand with publication in the official bulletin of the Principality of Andorra and the website of the sanctioning body of the identity of the offender and the nature of the violation, and penalties or accessory measures imposed; or private reprimand.
Article 74 penalties for the Commission of minor infractions 1. For minor violations, the Commission has to impose the offender a fine of up to 150,000 euros, or up to 1.2 times the profits derived from the infringement, when these benefits can be quantified and this amount is higher.
2. In addition, it can impose the following accessory measures: a) Requirement for the offender to put an end to his conduct and refrain from repeating it.
b) private Admonition.
Article 75 Penalties to those who hold positions of directors or to the Commission of very serious offences 1. Regardless of the sanction, if any, appropriate to impose on the offender institution for the Commission of serious offences, they can impose one or more of the following sanctions to those who, in the exercise of administrative charges or direction, in fact or in law, in the company, are responsible for the infringement: a) Fine on each of them for an amount of € 200,000 to 72,001.
b) Separation from the position in the Organization, with disqualification for positions of directors or to the same entity for a maximum period of five years.
c) Disable to exercise administrative charges or direction in any bank or the financial sector, with separation, if applicable, of the Office of administration or direction that occupies the offender in an institution, for a period not exceeding ten years.
2. In addition to the sanctions set out in the previous section, you can impose the following accessory measures: a) Requirement for the offender to put an end to his conduct and refrain from repeating it.
b) public Reprimand with publication in the official bulletin of the Principality of Andorra and to the web site of the sanctioning body of the identity of the offender, the nature of the offence and the penalties or accessory measures imposed.
76 article Sanctions to those who hold positions of directors or to the Commission of serious offences 1. Regardless of the sanction, if any, appropriate to impose on the offender institution for the Commission of serious offences, it may impose one or more of the following sanctions to those who, in the exercise of administrative charges or direction, in fact or in law, in the company, are responsible for the infringement: a) Fine on each of them for a total of up to 72,000 euros.
b) Separation of the charge, with disqualification for positions of directors or to the same entity for a maximum period of two years.
c) Disable to exercise administrative charges or direction in any entity in the financial sector, with separation, if applicable, of the Office of administration or direction that occupies the offender in an institution, for a period not exceeding five years.
2. In addition to the sanctions provided for in the preceding paragraph, may be imposed following accessory measures: a) Requirement to the offender so that put an end to his conduct and refrain from repeating it.
b) public Reprimand with publication in the official bulletin of the Principality of Andorra and to the web site of the sanctioning body of the identity of the offender, the nature of the offence and the penalties or accessory measures imposed; or private reprimand.
Article 77 Penalties to those who hold positions of directors or to the Commission of minor infractions 1. Regardless of the sanction, if any, appropriate to impose the offender for committing minor offences, they can impose one or more of the following sanctions to those who, in the exercise of administrative charges or direction, in fact or in law, in the company, are responsible for the infringement: a) Fine on each of them for a total of up to 36,000 euros.

b) private Admonition.
2. In addition to the sanctions provided for in the preceding paragraph, it may require the offender to put an end to his conduct and refrain from repeating it.
78 article criteria for the determination of penalties penalties applicable in each case by the Commission of very serious violations, serious or minor must determine on the basis of the following criteria: to) the nature and the entity of the infraction.
b) The degree of responsibility in the events.
c) The gravity and the duration of the infringement.
d) the importance of the benefits obtained or losses avoided, if necessary, as a result of the acts or omissions constituting the offence.
e) The financial soundness of the legal person responsible for the infringement reflected, among other things, objectivables in the volume of business of the legal entity responsible for.
f) The financial soundness of the person responsible for the infringement reflected, among other things objectivables, in the annual income of the person responsible.
unfavourable consequences for the g) financial system or the national economy.
h.) the amendment of copyright infringement on its own initiative of the offender.
I) repair of the damages caused.
j) the losses caused to third parties by copyright infringement.
k) the level of cooperation with the competent authority.
the systemic consequences of the violation).
m) the level of representation that the offender has the offender.
n) in the case of insufficient resources, the objective difficulties that may have crowded to achieve or maintain the level legally required.
or the offender's previous behaviour) in relation to the processes of restructuring and resolution that have affected, due to the strong sanctions that have been imposed for the last five years.
Article 79 liability of directors or management charges 1. Who played in the positions of directors or Director is responsible for the infractions when these violations are attributable to his conduct without prejudice or malice.
2. Are not considered responsible for infringements of their administrators, or members of their governing bodies, in the following cases: a) When those who are part of the governing bodies have voted against, or have expressly saved his vote, in relation to the decisions or agreements that have resulted in the violations.
b) When these offences are exclusively attributable to executive committees, members of the Committee of Directors with executive functions, general managers or similar bodies, or other persons with executive functions in the organization.
Article 80 Appointment of members of the Board of Directors in the event that, by the number and the position of the persons affected by the sanctions of suspension or separation, is necessary to ensure the continuity in the management and direction of the Organization, the INAF and AREB have the appointment, with provisional character of the members needed for the organ of Administration can adopt agreements or of one or more administrators , specifying its functions. These people have to exercise their charges until, by the competent body of the entity, which should be convened immediately, will provide the corresponding appointments and are appointed to take possession of his Office, when appropriate, until after the period of suspension.
Section four. Rules of procedure Article 81 disciplinary procedure disciplinary procedures in accordance with the provisions of the law regulating the disciplinary regime of the financial system, of 27 November 1997, without prejudice to the particular requirements provided for in this law.
Article Executivitat 82 of sanctions and contestation in administrative resolutions of AREB and INAF put an end to disciplinary and are directly challenged before the administrative jurisdiction, in accordance with the rules of that jurisdiction.
First additional provision. The initial endowment of FAREB Andorran banking entities, with the exception of Banca Privada d'Andorra, SA, must make a contribution for an amount of extraordinary joint FAREB in initial 30 million euros, which has to be made immediately after being required to this effect by the AREB in accordance with the criteria established in article 60 delivery. The extraordinary contributions foreseen in this provision are not considered contributions ex ante to which refers article 60 of this law.
If after the eventual use of a financial resource surplus FAREB in the collection corresponding to the amount mentioned in the previous paragraph, this surplus will be applied to the contributions ex ante that must be done in accordance with the provisions of article 60.
Second additional provision. The effects of restructuring and resolution on the continuity of the activities of Banca Privada d'Andorra, SA The restructuring scheme and resolution of entities established in this law is applied in the process of intervention of Banca Privada d'Andorra, SA, without prejudice to the responsibilities of the administrators and members of senior management that may result from the actions of responsibility that are promoted in the exercise of the powers provided in the letter q in the article 52 , for a reduction in the losses of the company, its creditors and any contributions you have check-in FAREB.
Third additional provision. AREB budget 1. Within a period of two months from the entry into force of this law, the Board of Directors of the AREB must approve the draft of his budget and move it to the Government because the Ombudsman as a Bill to amend the budget for the year 2015, in accordance with the provisions of the first final provision of this law.
2. Authorises the Government to make a temporary provision in the AREB for an amount of € 500,000 to cater to the needs of operation of this public body while not having approved its budget.
Fourth additional provision. Liability The liability regime for the acts and provisions adopted by the INAF and AREB under this law it is the provisions of the fifth chapter of the code of the administration.

The members of the governing bodies of the INAF and the staff of the INAF are not personally responsible for the acts or decisions adopted in the exercise of their positions or functions, except in the case of mourning or gross negligence.
This disclaimer of liability also applies to members of the governing bodies of the AREB and, in general, to all the staff of the AREB.
Fifth additional provision. Bank settlement scheme In all circumstances in accordance with this law is from the bankruptcy liquidation of the Bank applies the procedure of judicial settlement or bankruptcy regulated in the Decree of October 4, 1969, on the procedure of arrangement and bankruptcy, with the specialties set forth in this law.
The rules of consideration of credits included in this Law are applicable to the procedures of bankruptcy liquidation of regular banks, and to this effect the character of special legislation.
Sixth additional provision. Notary fees of notary actions needed to fulfil the provisions of this law, when legally has to endure the payment the INAF or AREB, will enjoy a reduction of 80% of the notary fees.
This same scheme also applies to the operations of Constitution and modification of the statutes of the institutions and of the asset management companies in what will referred to articles 17 and 18 of this law; the Constitution and modification of the instruments of financial support, of the instruments envisaged by resolution instruments and recapitalisation of this law, which they had to document in a public deed; the transfer of property between the entity subject to a procedure of resolution and the bridge or a society of asset management, and operations of Constitution, subrogation or ecosystems of modificativa of real guarantees that are the result of a planned resolution procedure for this law.
Seventh additional provision. Recognition of workers ' rights the bridge which, if necessary, it is in the process of resolution of Banca Privada d'Andorra, SA has to give employment to the personnel of this entity in preference to any other third party. These personnel must be preserved, to all intents and purposes, the old had to Banca Privada d'Andorra, SA.
Eighth additional provision. Approval of a special credit for the financing of companies and businesses approves an extraordinary credit for dealing with the granting of loans and the provision of guarantees by means of guarantees for the financing of companies and businesses that adopt the assumptions set by Decree, for a total amount up to 100 million euros. This expenditure is financed through new borrowing in the first final provision.
It empowers the Government to enable appropriate budgetary appropriation of the extraordinary credit.
First transitional provision. Functions of the INAF until the entry into force of this law since the entry into force of this law, the AREB shall assume the duties assigned by this law and the continuity of the activities carried out by the INAF up to this date, having to assume as own the whole of the expenditure committed and incurred by the INAF in conducting these activities. For this purpose, the INAF will facilitate the AREB all information obtained up to the same date.
Second transitional provision. The initial Constitution of the Board of Directors of the AREB 1. The Board of Directors of the AREB must be constituted under the terms established in article 42 of this law within a maximum period of one month from the entry into force of this law.
2. From the date of entry into force of this law and until it has been constituted in accordance with the provisions of the preceding paragraph, the Board of Directors shall consist of the following members: AREB a) two members appointed by the Minister responsible for finance.
b) two members appointed by the INAF, at least one of which must have the status of a member of the Board of Directors of the INAF.
The decisions of the Board of Directors shall be passed by a majority.
Third transitional provision. Measures adopted prior to the entry into force of this law in relation to the procedure of performance of Banca Privada d'Andorra, SA 1. The members of the governing bodies of the INAF and the staff of the INAF are not personally responsible for the acts or decisions adopted in the exercise of their positions or functions, except in the case of mourning or gross negligence.
2. Joint Provisional administrators appointed by the INAF in the framework of the procedure of intervention of Banca Privada d'Andorra, SA will be exempt from liability for acts performed in the exercise of their positions or functions, unless there is actual malice or gross negligence.
3. The amounts owed to Banca Privada d'Andorra, SA, in the headquarters of the National Chamber of inter-bank clearing, including liquidity coverage operations carried out by other Andorran banking entities to ensure the continuity of the Bank operations, private banking, SA, will have to be compensated and, if necessary, cleared off with the main character, and will constitute in any case a preferential credit entirely guaranteed , for the purposes of the provisions of the article 32,1. b of this law.
Fourth transitional provision. Procedures for judicial settlement or bankruptcy declared to the entry into force of this law 1. If the entry into force of this law shall be any legal arrangement procedure was in progress, or bankruptcy of a Bank, the competent judge will dictate a resolution to suspend the proceedings in the State in which they find and notify the AREB because, within the deadline foreseen for the additional disposal of the Decree of October 4, 1969, on the procedure of arrangement and bankruptcy This public decide if necessary initiate a process of resolution of the entity, in accordance with the provisions of this law.
2. The suspension of the procedure affects exclusively the deadlines of the procedures and the actions that have been carried out in accordance with the insolvency policy. During the suspension, the administrators and, if applicable, the drivers that have been appointed, they continue to exercise their functions, and the Mayor retains the powers attached to the Decree, October 4, 1969, on the procedure of arrangement and bankruptcy.

At the same time, will be kept in force all the precautionary measures or, if appropriate, conservatòries to have agreed to the Mayor within the framework of this procedure.
3. If it is agreed the opening of the process of resolution of the Bank, the Mayor will dictate a sentence to declare the end of the procedure of judicial settlement or bankruptcy and the dissolution of the mass of creditors, and for administrators and drivers of the bankruptcy process to the accountability of his intervention before the AREB. At the same time it opens the process of resolution, the AREB can apply to the mayor who keep all or any of the precautionary measures adopted or, if applicable, conservatòries in the bankruptcy procedure as the measures of the resolution process.
Fifth transitional provision. Powers of suspension of contracts relating to deposits in cases in which the AREB appreciate the need to preserve the interests of customers and to safeguard the stability and the value of an entity, you can suspend, exceptionally and by a decision of the administrative act, any payment obligation or delivery arising out of any contract in relation to allowable deposits for the time strictly necessary to achieve the objectives mentioned above.
For the purposes of this provision, it is considered that the circumstances described in the previous paragraph are met in the case of the Decree approved by the Government of Andorra on March 16, 2015, in conjunction with the Banca Privada d'Andorra, SA.
First final provision. Modification of the law 7/2015, from January 15, the budget for the financial year of 2015 1. Add a new paragraph and in paragraph 1 of article 25 of the law 7/2015, from January 15, the budget for the year 2015, which is worded in the following terms: "i) Arrange credit operations by way of provision of guarantees by means of guarantees and/or in loans, respectively, for the financing of companies and businesses that adopt the assumptions established by Decree , for a total amount up to 100 million euros. "
Second final provision. Modification of the law 1/2011, for the creation of a system of guarantee of deposits for banks 1. Modify paragraphs 1, 5 and 6 of article 4 of Act 1/2011, 2 February, from creation of a system of guarantee of deposits to the banks, which are produced in the following terms: "1. the guarantee system establishes the mechanisms of return of their deposits to the beneficiaries in the following cases: (i) in the event that any of the members of the system to be formally declared in bankruptcy or suspension of payments or been involved administratively due to insufficient creditworthiness and, as a result of this situation, see impossibility to return the cash and/or securities deposited in the dates committed to do so; (ii) in the event that any of the members of the system is the subject of a resolution process in accordance with the law on urgent measures to introduce mechanisms for restructuring and resolution of banks, when the beneficiaries of the system cannot recover, at least, the amounts covered by the deposit guarantee system with which they have available in the object of the process or to the bridge. The AREB will determine when there has been this circumstance by means of communication in the managing Commission of the system.
When the deposit guarantee system makes payments to beneficiaries outside the context of a bankruptcy procedure, the members of the subroguen system in the condition of creditors of the Bank the object of the resolution, by the amounts respectively paid in the condition of preferential creditors for the purposes of article 32,1. b of the law on urgent measures to introduce mechanisms for restructuring and resolution of banks.
"5. Not considered in any case" cash deposits covered "or" deposit of securities covered ", and will not be taken into account for the calculation of the mandatory reserve, the following deposits: a) the deposits made by entities or individuals below, self-employed and on their own behalf:-banks.
-Investment banks and financial agencies of investment.
-Insurance companies.
-Management companies for collective investment institutions.
-Asset management companies.
-Other entities that, in accordance with its applicable regulations, play the typical activities above included in the financial system.
-Any financial institution subject to supervision.
-Administrators; officers; shareholders have at least, directly or indirectly, a stake of 10 percent of the share capital of the credit institution; and depositors who have a similar situation in other companies of the group.
b) The certificates of deposit to the carrier and temporary assignments of assets.
c) the deposits made by companies or organizations that are part of the same group that the Member of the system.
d) deposits made by any public administration. "" 6. Despite the fact that it will be taken into account for the calculation of the mandatory reserve, according to what is established in article 7, is not considered in any case "cash deposits covered" or "deposit of securities covered" those who will constitute: a) against the provisions in force; in particular, those that have originated in operations in which there have been a criminal conviction in Andorra or abroad for crimes resulting from operations of money laundering;
b) to customers who have obtained, in financial conditions, which have helped to aggravate the situation of the entity, provided that this circumstance has been determined by a firm sentence;
c) by people who act on behalf of any of the excluded depositors in the previous section, and to own or in concert with those who are mentioned in paragraphs a and b above. "
2. Added new sections, numbered 5 and 6 in the article 12 of Act 1/2011, 2 February, from creation of a system of guarantee of deposits to the banks, with the following content:

"5. When an applicant or any person who has rights or an interest on the funds in an account, is the subject of an administrative or criminal proceedings by reason of a possible crime of laundering of money or securities, or in connection with the laundering of money or securities, the Management Committee of the deposit guarantee system has to suspend payments of any kind that this applicant , in anticipation of the administrative resolution or the judgment of the Court. "" 6. The managing Commission of the deposit guarantee system must suspend any payment to the beneficiaries of the system have the account blocked by judicial or administrative decision, while not lift the blockade. "
3. Add a new fourth additional provision to Act 1/2011, 2 February, from creation of a system of guarantee of deposits to the banks, with the following content: "the fourth final provision. Replacement of system resources in the event of use of the deposit guarantee system in the framework of a resolution process in accordance with the law on urgent measures to introduce mechanisms for restructuring and resolution of banks, banks taxpayers to this system will be required to restore the level of financial resources in this system within a maximum period of one year. "
Third final provision. Modification of the Decree of 4 October 1969, about the procedures of judicial settlement and bankruptcy adds a supplementary provision in the Decree of October 4th, 1969, on the procedures of judicial settlement and bankruptcy, with the following content: "additional disposal if you request the judicial settlement or bankruptcy of a Bank, the Mayor must notify the AREB because, within a period of ten days If necessary, decide to open a process of resolution of the entity.
Since the opening of a process of resolving a banking entity, the Mayor may not admit applications for judicial settlement or bankruptcy of this entity. The resolutions issued by batlle in violation of this provision will be null in its own right.
In any case, if you open a judicial arrangement proceedings or bankruptcy of a Bank, it is necessary to have present the special rules provided for by the law on urgent measures to introduce mechanisms for restructuring and resolution of banks. "
The fourth final provision. Modification of the law 95/2010, of 29 December, on the tax on companies 1. Added a letter g in paragraph 1 of article 8 of the law 95/2010, of 29 December, on the tax on companies, with the following content: "g) the State Agency of Bank Resolution" 2. Added a paragraph 9 to article 15 of the law 95/2010, of 29 December, on the tax on companies, with the following content: "9. The transfer of assets and liabilities of the holder is bound to tax this tax, in the framework of a resolution procedure provided in the law on urgent measures to introduce mechanisms for restructuring and resolution of banks , will not generate for the holder of the goods, rights or obligations income subject to integrate on the base of taxation for this tax.
For the purpose of calculating the income tax that forced get later in relation to the assets and liabilities mentioned, it has to take into account the original acquisition value.
This provision is not applicable to the banks subject to the procedure of resolution. "
3. Add a new article 21. bis the law 95/2010, of 29 December, on the tax on companies, with the following content: "Article 21. bis. Exemption of income from the application of the law on urgent measures to introduce mechanisms for restructuring and resolution of banks 1. Are exempt from the income obtained by the banks under a resolution procedure provided in the law on urgent measures to introduce mechanisms for restructuring and resolution of banks that are the consequence of the transfer of assets and liabilities of which are holding and occurring within this procedure.
2. Are exempt the income obtained banking institutions subject to a procedure of restructuring or resolution envisaged in the law on urgent measures to introduce mechanisms for restructuring and resolution of banks that are the result of the contributions made by FAREB, as well as the derived financial support instruments and recapitalisation in the law mentioned. "
Fifth final provision. Modification of the law 5/2014, of 24 April, the tax on income of individuals is introduced a new seventh additional provision in the law 5/2014, of 24 April, the tax on income of individuals, with the following content: "seventh additional provision. Transfer of assets and liabilities in the context of a procedure for the resolution of banks the transfer of assets and liabilities of the holder is bound to tax this tax, in the framework of a resolution procedure provided in the law 8/2013, on 9 may, on the organisational requirements and operating conditions of the operating entities of the financial system, the protection of the investor , market abuse and financial collateral agreements, will not generate for the holder of the assets and liabilities of any income, positive or negative, gain or loss of capital, subject to tax or deduction for that tax.
For the purposes of the calculation of the income, profits or capital losses that forced tax law get later in relation to the assets and liabilities mentioned, will take into account the value of acquisition and, when relevant, the date of acquisition or original execution. "
A sixth final provision. Modification of the law 11/2012, of 21 June, general indirect tax be added to paragraphs 16, 17 and 18 in the article 6 of the law 11/2012, of 21 June, general indirect tax, with the following content: "16. The transfer of assets and of liabilities carried out within the framework of a resolution procedure provided in the law 8/2013, on 9 may, on the organisational requirements and operating conditions of the operating entities of the financial system, the protection of the investor, market abuse and financial collateral agreements, on the part of the banks subject to the procedure.

17. The rendering of services made by the notaries of the Principality of Andorra in a resolution process provided in the law 8/2013, on 9 may, on the organisational requirements and operating conditions of the operating entities of the financial system, the protection of the investor, market abuse and financial collateral agreements.
18. The performance of banking and financial services that have to the State Agency for the restructuring and resolution of Banks. "
7th final provision. Modification of the law 21/2006, of 14 December, on the tax on capital gains on the transfer of real estate is added a section 12 of article 4 of the law 21/2006, of 14 December, on the tax on capital gains on the transfer of real estate with the following content: "12. Capital gains derived from the transfer of real property by a bank subject to a procedure of resolution in the framework of the law on urgent measures to introduce mechanisms for restructuring and resolution of banks. "
Eighth-final provision. Faculty Development the Government can dictate the necessary regulations for the development of the provisions of this law.
Ninth final provision. Entry into force this law shall enter into force on the same day it is published in the official bulletin of the Principality of Andorra.
Casa de la Vall, 2 April 2015 Vicenç Mateu Zamora Syndic General Us the co-princes the sancionem and promulguem and let's get the publication in the official bulletin of the Principality of Andorra.
Joan Enric Vives Sicília François Hollande Bishop of Urgell, President of the French Republic Co-prince of Andorra Co-prince of Andorra