JOHN CARLOS I

KING OF SPAIN

To all who present it and understand it.

Sabed: That the General Courts have approved and I come to sanction the following law.

PREAMBLE

I

The appearance on the Community market of the first electronic payment instruments resulted in the adoption of Directive 2000 /46/EC of 18 September 2000 on access to the business of money institutions. electronic and its exercise as well as the prudential supervision of such entities. Its purpose of creating a clear and harmonised legal framework that would strengthen the internal market and stimulate competition in the electronic money issue sector, while ensuring an adequate level of prudential supervision, collected in the first regulation of electronic money institutions in Spain.

Directive 2000 /46/EC was incorporated into our order through Article 21 of Law 44/2002 of 22 November, of measures to reform the financial system and Royal Decree 322/2008 of 29 February on the scheme the legal basis of the electronic money institutions, which develops it. Both of them responded to the main purpose of stimulating competition and opening the sector of electronic money issuance to institutions other than banks, allowing the creation of a new type of entity, the money institutions electronic.

Since then, a number of developments have been taking place, both in the regulatory aspect and in the evolution of the sector itself, which advise a modification of the regulatory framework of electronic money institutions and the electronic money issuance. Ten years after the adoption of that first Community regulation, the opportunity of the model has been proven, as well as the need to address some reforms that could improve their practical effectiveness and contribute to a greater extent. the development of this market.

Thus, it is advisable, first of all, to modify the own characterization of electronic money and the activity of issuing it, so as to increase legal certainty in the development of this activity and the legal framework This is also consistent with the new legal regime applicable to payment services.

On the other hand, in the light of the experience accumulated in these years, it is necessary to adjust certain prudential requirements or limitations to the activities of the electronic money institutions, so that their legal is more proportionate.

The review of these aspects was finally found in Directive 2009 /110/EC of 16 September 2009 on the access to the business of electronic money institutions and their financial year, as well as on supervision prudential rules for those entities, amending Directives 2005 /60/EC and 2006 /48/EC and repealing Directive 2000 /46/EC, the transposition of which is the subject of this Law.

In line with the provisions of the Directive, there are three fundamental objectives that can be identified in this Law.

First, it is a matter of increasing the accuracy of the legal regime applicable to the issuance of electronic money, clarifying its definition and the scope of application of the rule. In this way, by increasing the legal certainty of market participants, access to the activity of electronic money will be facilitated and competition in this sector will be stimulated.

On the other hand the norm pursues the design of a more proportionate legal regime, so that certain requirements of the electronic money institutions are eliminated that, because it is too onerous for the entities, they have revealed inadequate in relation to the risks that their activity can potentially generate. Thus, it is not necessary to keep electronic money institutions as an additional category of credit institution, so they cease to have such consideration.

Finally, the rule is intended to ensure consistency between the new legal regime for payment institutions and that applicable to electronic money institutions.

II

This Law is structured in six chapters.

Chapter I contains the general provisions governing the main aspects of the rule. The purpose of the law is defined as the regulation of the issuance of electronic money as well as the legal and prudential regime of electronic money institutions. As far as the scope of the rule is concerned, the rule is defined on the one hand by providing an electronic definition of electronic money based on three criteria, so that any product that meets these three characteristics can be qualified as as electronic money. On the other hand, the scope of the standard is excluded from the monetary value stored in specific instruments, designed to meet specific needs and whose use is limited, either because the holder can only use it in the establishments of the issuer itself or in a limited network of suppliers of goods or services, either because only a limited range of goods or services can be purchased with it. An instrument should be considered to be used within a limited network if it can only be used for the purchase of goods and services in a particular establishment or chain of establishments, or for a limited range of goods and services, whatever the geographical location of the point of sale. Such instruments could include purchase cards, fuel cards, partner cards, public transport cards, food vouchers or service vouchers (such as childcare vouchers, social service vouchers, etc.). service vouchers schemes which subsidise the use of staff in charge of household work such as cleaning, ironing or gardening), sometimes subject to a specific legal framework in the field of taxation or labour to promote employment. use of such instruments to achieve the objectives set out in the social legislation. However, in the event that an instrument for specific purposes becomes an instrument for more general purposes, it shall be understood within the scope of the law. In addition, the instruments that can be used to purchase in affiliated merchant establishments are not excluded from the scope of the Law since they are usually intended for a network of service providers which constantly grows.

It is noteworthy that the Law establishes the activity reserve to issue electronic money on a professional basis in favor of a series of entities that, in a comprehensive manner, are listed as possible issuers. These are the credit institutions and the electronic money institutions, the legal regime of which is set out in Chapter II, in addition to the State Society of Posts and Telegraphs, S.A., in respect of the activities for which it is located. Under its specific rules, the Banco de España does not act as a monetary authority and the Public Administrations when acting in its capacity as public authorities.

It is important to note that, in this reform of the legal framework applicable to electronic money institutions, a similar regime applies to other financial institutions. However, some new developments have been introduced as a result of the adoption of the new payment institution scheme, with which it has to maintain logical consistency.

Thus, under Chapter II, electronic money institutions are subject to an authorisation and registration scheme. In order to merit the authorization, which is granted by the Ministry of Economy and Finance, a number of aspects will have to be established that provide guarantees that the entity will be subject to sound and prudent management. Within three months, upon receipt of the application or the time when the required documentation is completed, it shall be resolved, and it shall be refused if no express resolution has been notified if that maximum period has elapsed. The sense of administrative silence in this case is in line with the provisions of Article 3.1 of Directive 2009 /110/EC, under which authorisation should be granted only when all the requirements laid down in the Directive are met and if, The competent authorities have come up with a favourable assessment.

A new aspect of the Law is the possibility, expressly collected, that the electronic money institutions carry out other economic activities, in addition to the issuance of electronic money. These include the provision of payment services, the management of payment systems and any other economic activities, in accordance with applicable law. It is, however, a limitation to its activity which distinguishes them substantially from deposit entities, which is the prohibition on the collection of deposits or other repayable funds from the public.

With the aim of designing a more proportionate legal regime, the limitations on investments in force under the previous legislation are also eliminated. However, the need to adequately safeguard the funds received in exchange for the electronic money issued, thus providing for a guarantee scheme equivalent to that of the payment institutions.

Chapter III is devoted to the regulation of the cross-border activity of electronic money institutions, with the provision of a system of communication to the Banco de España for the case of intra-Community activity and authorisation. where it covers third countries.

Chapter IV provides for the possibility for electronic money institutions to delegate to third parties the carrying out of certain activities such as the provision of operational functions or the distribution and reimbursement of electronic money. The prohibition of issuing electronic money through agents is, however, established.

Chapter V addresses, in general terms for all issuers of electronic money, the scheme for the issuance and reimbursement of this product, taking into account three fundamental aspects. Firstly, the obligation to issue electronic money at face value is established. It is also envisaged that the electronic money holder may request and obtain reimbursement at any time and at the nominal value of the electronic money at its disposal. As a general rule, the rule provides that reimbursement must be made free of charge. However, a number of assumptions are foreseen in which the issuer may pass on an expense, proportional and appropriate to the costs incurred, for making the reimbursement. Third, the granting of interest or any other benefit that is associated with the time during which the electronic money holder maintains this is prohibited.

Chapter VI details, finally, the powers that correspond to the Banco de España for the proper exercise of the supervision of electronic money institutions, the regime of significant participations of these entities. and the sanctioning regime applicable to them which, in essence, follows the provisions of Law 26/1988 of 29 July on the discipline and intervention of credit institutions.

III

A transitional provision from Directive 2009 /110/EC, which refers to those electronic money institutions which have been granted authorisation under Article 21 of Directive 2009 /110/EC, has been introduced into this Law. Law 44/2002, of 22 November, of measures to reform the financial system. These entities are not required to apply for a new authorization, although they are required to demonstrate compliance with the requirements necessary for the development of this activity in accordance with this Law.

The Law also has a derogation provision, which contains a general clause and another specific clause referred to in Article 21 of Law 44/2002, of 22 November, of measures to reform the system financial.

The Law concludes with thirteen final provisions. The first and third final provisions amend, respectively, the Royal Decree-Law 1298/1986 of 28 June 1986 on the adaptation of the law in force in the field of credit institutions to that of the European Communities and Law 26/1988 of 29 July, on the discipline and intervention of credit institutions. These amendments adapt those rules to the loss, by electronic money institutions, of their status as a credit institution. For its part, the eighth final provision amends Law 10/2010 of 28 April on the prevention of money laundering and the financing of terrorism, with the aim of expressly incorporating electronic money institutions as subjects. bound by such legislation.

The Law is dictated in accordance with the competences of the competences listed in Articles 149.1.6., 11. and 13. of the Spanish Constitution, as indicated by the final disposition tenth. Finally, the final provisions of the 11th and 12th ones contain, respectively, the reference to the incorporation of Community law and the enabling of the Government for its regulatory development. The Act is closed with the final provision thirteenth that sets the date of its entry into force.

CHAPTER I

General provisions

Article 1. Object and scope of application.

1. The purpose of this Law is to regulate the issuance of electronic money, including the legal regime of electronic money institutions and the prudential supervision of these entities.

2. Electronic money means any monetary value stored by electronic or magnetic means that represents a credit on the issuer, which is issued to the receipt of funds for the purpose of carrying out payment transactions as defined in the Article 2.5 of Law 16/2009 of 13 November of payment services and which is accepted by a natural or legal person other than the issuer of electronic money.

3. This Law shall not apply to that monetary value:

(a) stored in instruments that may be used for the acquisition of goods or services only on the premises of the issuer or, under a commercial agreement with the issuer, or on a limited network of suppliers of services or for a limited set of goods or services, in accordance with the conditions to be laid down in regulation;

(b) used to perform payment transactions exempted under Article 3 (l) of Law 16/2009 of 13 November of payment services.

Item 2. Activity Reserve.

1. The following categories of electronic money issuers may be issued by electronic money:

(a) Credit institutions, as referred to in Article 1.2 of Royal Legislative Decree 1298/1986 of 28 June 1986 on the adaptation of the existing law on credit institutions to that of the European Communities, and any a branch in Spain of a credit institution whose parent is domiciled or authorised outside the European Union.

(b) Electronic money institutions authorised in accordance with Article 4 of this Law and any branch in Spain of an electronic money institution whose parent is domiciled or authorised outside the European Union.

c) The State Company of Correos y Telegrafos, S.A., in respect of the activities of issuing electronic money to which it is entitled under its specific regulations.

(d) The Banco de España, when it does not act as a monetary authority.

e) The General Administration of the State, Autonomous Communities and Local Entities, when acting in their capacity as public authorities.

2. Any natural or legal person other than those listed in the previous paragraph shall be prohibited from issuing, on a professional basis, electronic money as defined in Article 1.2 of this Law.

3. Natural or legal persons who infringe the provisions of this Article shall be punished in accordance with the provisions of Article 29 of Law 26/1988 of 29 July 1988 on the discipline and intervention of credit institutions, without prejudice to other responsibilities that may be required.

CHAPTER II

Legal framework for electronic money institutions

Article 3. Name definition and reservation.

1. The legal persons other than those referred to in Article 2.1.a) of this Law shall be considered to be electronic money institutions, to which authorization has been granted to issue electronic money in accordance with this Law. chapter.

2. The name 'electronic money institution', as well as its abbreviation 'EDE', shall be reserved for these entities, which may include them in their social name in the form that is determined. Natural or legal persons who infringe this reservation shall be penalised as provided for in Article 2 (3

.

Article 4. Authorization and registration.

1. It is up to the Minister for Economic Affairs and Finance, after a report from the Bank of Spain and the Executive Service of the Commission on the Prevention of Money Laundering and Monetary Violations in the aspects of its competition, to authorize the creation of electronic money institutions, as well as the establishment in Spain of branches of such entities authorised or domiciled in a non-Member State of the European Union. The application for authorisation shall be settled within three months of its receipt or at the time of completion of the required documentation. The authorisation shall be deemed to be rejected by administrative silence if no express resolution has been notified. The refusal of the authorisation shall be reasoned.

2. Authorization for the creation of an electronic money entity will be denied:

(a) When it is lacking a good administrative and accounting organisation or adequate internal control procedures, ensuring the sound and prudent management of the entity.

For these purposes, electronic money institutions shall have, under conditions proportionate to the nature, scale and complexity of their activities, of an appropriate organisational structure, with well-defined lines of responsibility, transparent and consistent, as well as effective procedures for the identification, management, control and communication of the risks to which they are or may be exposed, together with appropriate internal control mechanisms, including procedures sound administrative and accounting.

(b) If, in view of the need to ensure sound and prudent management of the entity, the suitability of the shareholders or partners that are to have a significant stake is not considered appropriate.

For the purposes of this Law, significant participation in a Spanish electronic money entity shall be understood to be that which reaches, directly or indirectly, at least 10 percent of the capital or the voting rights of the the entity, and those which, without reaching the percentage indicated, allow to exert a significant influence on the entity. It shall be possible to determine whether a natural or legal person may exercise a significant influence.

Suitability will be appreciated based on:

1. The commercial and professional honorability of shareholders or members. This good repute shall be presumed when the shareholders or members are public administrations;

2. The heritage assets held by such shareholders or partners to meet the commitments assumed;

3. The lack of transparency in the structure of the group to which the entity may eventually belong, or the existence of serious difficulties in inspecting or obtaining the necessary information on the development of its activities.

c) When their administrators and managers do not have the required commercial and professional honorability.

(d) Where the minimum capital requirements are not met or the other requirements are laid down for the authorisation of electronic money institutions.

(e) When the Bank of Spain's exercise of the supervision of the institution is hindered by the rules in force in a non-member State of the European Union that is applicable to one or more of the persons natural or legal entities with which the electronic money institution maintains close links or as a result of such regulation.

3. Once the authorization has been obtained and after registration in the Commercial Registry, the electronic money institutions must, before starting their activities, be registered in the Special Register of Electronic Money Entities that will be created in the Banco de España. This Register shall also include authorised electronic money institutions, their agents and branches. This shall include the activities for which each electronic money institution has been authorised. The Register shall be public, accessible via the Internet and regularly updated.

4. The legal regime applicable to the creation and the conditions for the exercise of the activity of electronic money institutions, and in particular for the establishment of its minimum initial capital and the requirements of the own resources and guarantees, in accordance with the provisions of this Law.

5. The requirements for the authorisation shall also be, in terms of regulations, to be retained.

Article 5. Revocation.

1. The authorisation granted to an electronic money institution may be revoked if it is not used within a period of 12 months.

2. The authorisation granted to an electronic money institution may also be revoked as a sanction by the committee for very serious infringements, in accordance with Article 23 of this Act.

3. In addition to the causes identified in the previous two paragraphs, the authorisation granted to an electronic money institution may be revoked only in the following cases:

a) If the specific activities of your social object are interrupted for a period of more than six months.

b) If you are credited with obtaining the authorization by false statements or by other irregular means.

c) If the conditions that prompted the authorization are not met.

d) By express waiver of authorization.

e) When it constitutes a threat to the stability of the payment system in case of continuing to issue electronic money.

4. The authorisation of a branch of an electronic money institution of a non-EU Member State shall in any event be revoked where the authorisation of the electronic money institution which the branch has created is revoked.

5. The Minister for Economic Affairs and Finance will be competent to agree on the revocation.

6. Where the Banco de España is aware that an electronic money institution of another Member State of the European Union operating in Spain has been revoked its authorisation, it shall immediately agree on the appropriate measures to ensure that the institution do not initiate new electronic money issuance activities, as well as to safeguard the interests of users of electronic money.

7. The revocation of the authorisation shall appear in all relevant public records and from its notification to the entity, it shall involve the cessation of all operations covered by the authorisation.

8. Where the withdrawal of the authorisation of an electronic money institution has been agreed, the Banco de España shall inform the competent supervisory authorities of the Member States in which it has a branch or act as a of freedom to provide services.

Article 6. Initial capital.

Electronic money institutions must have a minimum starting capital of EUR 350,000. This will be complemented by a sufficient volume of own resources, as set out in the following Article.

Article 7. Own resources.

1. Electronic money institutions shall at all times, in addition to the minimum capital required, maintain a sufficient volume of own resources in relation to the business indicators in the terms that they regulate. For these purposes, the own resources shall be defined in accordance with the provisions, for the same purposes, for credit institutions.

2. In relation to the obligations referred to in the previous paragraph, the Bank of Spain:

(a) It may be exempted from electronic money institutions incorporated in a consolidated group of credit institutions, as defined in points (a) and (b) of Article 8.3 of Law 13/1985 of 25 May 1985, Investment ratios, own resources and reporting obligations of financial intermediaries, of individual compliance with the requirements of own resources.

(b) It may require, on the basis of the assessment of the risk management processes and the internal control mechanisms of the electronic money institution, that the electronic money institution has an own funds figure up to 20% higher, or to enable the electronic money institution to have its own resources up to 20% lower than that resulting from the required minimum capital requirements of the institution in accordance with the rules of the paragraph 1 of this article.

(c) Take the necessary measures to prevent the multiple use of own resources items when the electronic money institution belongs to the same group of another electronic money institution or financial institution, as well as to ensure proper distribution within the group.

(d) It may take the necessary measures to ensure the existence of sufficient capital for the issuance of electronic money, in particular when the activities of the electronic money institution in relation to services other than the issuance of electronic money or those strictly related to it, which are detrimental or liable to prejudice the financial soundness of the entity.

3. Where an electronic money institution does not reach the minimum levels of own resources established in accordance with this Article, the institution shall allocate to the reserve formation the percentages of its profits or surpluses. liquids which are determined to be determined, subject to this effect, to the prior authorization of the Banco de España.

Article 8. Activities.

1. An electronic money institution, where it has been provided for in its social statutes, may, in addition to the issuance of electronic money, carry out the following activities:

(a) the provision of the payment services listed in Article 1.2 of Law 16/2009 of 13 November.

(b) the granting of loans in respect of the payment services referred to in Article 1.2.d (e) and (g) of Law 16/2009 of 13 November, provided that the following conditions are met:

1. º A credit granted exclusively in connection with the execution of a payment transaction;

2. º that the credit granted in connection with the payment, executed in accordance with Article 11 of Law 16/2009, of November 13, is reimbursed within a period that, in no case, exceeds twelve months;

3. º that such credit is not granted from funds received or held for the purpose of the execution of a payment transaction; and,

4. º that the own funds of the electronic money institution are at all appropriate times, in accordance with the criteria to be established by the Banco de España taking into account the total amount of the credits granted.

Credits under this paragraph will not be granted from funds received in exchange for electronic money and safeguarded in accordance with Article 9.1 of this Law.

c) the provision of operating services and ancillary services closely related to the issuance of electronic money or in connection with the provision of payment services referred to in point (a) of this Article paragraph.

(d) the management of payment systems as defined in Article 2.6 of Law 16/2009 of 13 November and without prejudice to Article 5 thereof.

(e) other economic activities other than the issuance of electronic money, in accordance with the applicable European and national Union legislation.

However, where such activities may impair the financial soundness of the electronic money institution or may create serious difficulties for the exercise of its supervision, the Banco de España may require that constitutes a separate entity for the issuance of electronic money and the performance, where appropriate, of the activities referred to in point (a) of this paragraph.

2. An electronic money institution shall not be able to carry out the collection of deposits or other repayable funds from the public within the meaning of Article 28.2.b) of Law 26/1988 of 29 July on the discipline and intervention of institutions of credit.

3. The funds that the electronic money holder gives to the electronic money institution will be immediately changed by electronic money. These funds shall not constitute deposits or other repayable funds of the public within the meaning of Article 28.2.b) of Law 26/1988 of 29 July on the discipline and intervention of credit institutions.

4. The funds received by the electronic money institutions in connection with the activities referred to in paragraph 1.a) of this Article and which are not linked to the issuance of money shall also not constitute deposits or other repayable funds. electronic.

5. An electronic money institution may only hold payment accounts as defined in Article 2.14 of Law 16/2009 of 13 November of payment services, the exclusive use of which is limited to payment transactions. Such accounts shall not be vested in any interest and shall be subject to the remaining operational constraints which are determined in a regulatory manner to ensure their purpose.

Article 9. Warranty requirements.

1. The electronic money institutions shall safeguard the funds received in exchange for the electronic money that has been issued, as provided for in Article 10.1.a) of Law 16/2009 of 13 November, on payment services, under the conditions of the which are regulated to be determined.

Funds delivered in exchange for the issuance of electronic money, which are received by the electronic money institution through a payment instrument, shall not be safeguarded in accordance with the previous paragraph until such time as they have not been entered into the payment account of the electronic money institution or have been made available to the electronic money institution in accordance with the time limits laid down in Section II of Chapter III of Title IV of Law 16/2009, of 13 November, payment services, where applicable.

In any case, these funds will have to be safeguarded after, at most, five business days since the issuance of electronic money.

2. The funds received by electronic money institutions in connection with the activities set out in Article 8.1.a) of this Law which are not related shall be safeguarded in accordance with the first subparagraph of the previous paragraph. to the issuance of electronic money.

3. Notwithstanding the foregoing, the Banco de España, taking into account the uniqueness of the business of electronic money institutions and in order to improve the protection of the funds received by them, may authorise, at the request of the institution, the use of the safeguard method provided for in Article 10 (1) (b) of Law 16/2009 of 13 November of payment services, either to protect the funds received in exchange for the electronic money issued, be it those received for the purposes of the the provision of payment services not related to such issue.

4. In case an electronic money institution has to safeguard funds under the previous paragraphs and a fraction of these funds is intended for future issuance of electronic money and the remainder is used for different services of the issuance of electronic money, that fraction of the funds for future electronic money issues will also be subject to the requirements set out in the previous paragraphs. If the fraction is variable or is not known in advance, the electronic money institutions may apply the above paragraphs on the basis of a hypothesis about the representative fraction to be used for money. electronic, provided that this representative fraction can be subject, to the satisfaction of the Banco de España, of a reasonable estimate from historical data.

Article 10. Accounting information.

With regard to the accounting standards and the models to which the annual accounts of the electronic money institutions are to be held, as well as the forecasts for the audit of annual accounts, the obligations of the auditors and specific information in memory, shall be subject to the provisions of Article 14 of Law 16/2009 of 13 November of payment services.

In particular, as regards the obligation to report separately in the memory of the annual accounts, the assets, liabilities, income and expenses corresponding to the various activities carried out by the institutions electronic money, such an obligation shall be observed in respect of the items corresponding to the issuance of electronic money, the provision of payment services not linked to that issue and the other activities, so that all three activity groups are clearly identified.

CHAPTER III

Cross-border activity of electronic money institutions

Article 11. Opening of branches and freedom to provide services in a Member State of the European Union by Spanish electronic money institutions.

1. Spanish electronic money institutions intending to issue electronic money or to provide payment services not linked to such issuance in another Member State of the European Union, either by the establishment of a branch or by a government The Bank of Spain will have to inform the Bank in advance.

The communication will be accompanied, at least, by the following information:

(a) A programme of activities indicating, in particular, the operations which the electronic money institution intends to carry out and, where appropriate, the structure of the branch organisation and its registered office.

b) The name and career path of the managers responsible for the branch.

2. Within a maximum of one month from receipt of such communication, the Banco de España shall communicate to the competent authorities of the host State:

a) The name and address of the electronic money entity.

(b) The names of the persons responsible for the management of the branch as well as its organisational structure and its registered office

and

c) The activities that you intend to perform.

Reglamentarily determine the way to proceed in the event that the entity intends to make changes that involve modification of the information communicated to the Banco de España.

Article 12. Opening of branches and free provision of services in Spain by electronic money institutions authorised in another Member State of the European Union.

1. Electronic money institutions in the European Union which have not fully or partially received the derogations provided for in Article 9 of Directive 2009 /110/EC may issue electronic money or provide non-payment services related to: such issue, either by opening a branch or under the freedom to provide services.

These entities must respect in the exercise of their activity in Spain the provisions dictated by reasons of general interest.

2. Received by the Banco de España a communication from the supervisory authority of the electronic money institution, which contains at least the information provided for in Article 11 (2) of this Law, and met the other requirements which be determined, the branch will be registered in the corresponding Special Register of Electronic Money Entities, at the moment from which the branch will be able to start its activities in Spain.

Reglamentarily determine the way to proceed in the event that the entity intends to make changes that involve modification of the information communicated to the Banco de España.

3. Electronic money institutions authorised in another Member State of the European Union may initiate their activities under the freedom to provide services in Spain as soon as the Banco de España receives a communication from its authority. Supervisor indicating which activities they intend to carry out in Spain. This scheme shall also apply where the electronic money institution intends to initiate for the first time in Spain some other activity other than the issuing of electronic money and the provision of payment services referred to in the Article 8.1.a) of this Law.

4. Electronic money institutions authorised in another Member State of the European Union may distribute electronic money in Spain by hiring, for that purpose, one or more natural or legal persons. In order to carry out such activity in Spain, the Banco de España will have to receive, with the conditions to be determined, a communication from its supervisory authority indicating which activities they intend to carry out in Spain and the names of the persons responsible for the network of distributors as well as their organisational structure and their registered office.

Article 13. Activity of Spanish electronic money institutions in a non-EU Member State.

The issuance of electronic money in non-EU Member States by Spanish electronic money institutions, including through the creation or acquisition of subsidiaries, will be subject to the terms that be determined, subject to prior authorisation by the Banco de España.

CHAPTER IV

Other provisions concerning electronic money institutions

Article 14. Delegation of the provision of operational functions.

1. The conditions under which electronic money institutions may delegate the provision of operational functions shall be laid down.

2. Electronic money institutions that use third parties for the performance of operational functions shall take the necessary measures to ensure compliance with the requirements set out in this Law. Electronic money institutions shall be fully responsible for the acts of their employees and any agents, branches, institutions or persons in which the provision of operational functions has been delegated.

Article 15. Agents.

1. Electronic money institutions shall not issue electronic money through agent intermediation.

2. The electronic money institutions shall be able to provide the payment services referred to in Article 8 (1) (a) of this Law through agent intermediation only if the conditions laid down in Article 12 of the Law are met. 16/2009, dated 13 November, payment services, and their implementing rules.

3. Electronic money institutions may distribute and reimburse electronic money through the intermediary of natural or legal persons acting on their behalf. If the electronic money institution wishes to distribute electronic money in another Member State by hiring a natural or legal person, it must follow the procedure laid down in Article 11 of this Law, with the rules are determined.

Article 16. Document preservation.

Electronic money institutions shall keep all necessary documents for the purpose of this Law for at least five years, without prejudice to the provisions of Law 10/2010 of 28 April on the prevention of money laundering. capital and the financing of terrorism and its development provisions, as well as other applicable European Union or national provisions.

CHAPTER V

Issuing and reimbursing electronic money

Article 17. Issue and refund.

1. Issuers of electronic money shall issue, on receipt of funds, electronic money at face value.

2. Issuers of electronic money shall reimburse the holder of the electronic money, when requested at all times and at the nominal value of the money, the monetary value of the electronic money at its disposal.

3. The contract between the electronic money issuer and the electronic money holder shall clearly and explicitly provide for reimbursement conditions, including related expenses, and shall be reported to the holder of the electronic money before that it is subject to a contract or offer.

4. The reimbursement may be subject to expenses only if it is stipulated in the contract in accordance with the previous paragraph and only in any of the following cases:

a) when the refund is requested before the end of the contract.

b) when the contract determines an end date and the electronic money holder has resolved the contract prior to that date.

c) when the refund is requested after one year after the end of the contract.

All expenditure shall be proportionate and appropriate to the actual costs incurred by the electronic money issuer.

5. Where reimbursement is requested prior to the termination of the contract, the electronic money holder may request full or partial reimbursement.

6. When the electronic money holder requests the refund on the end date of the contract or up to one year after that date:

(a) The total monetary value of the electronic money that is held shall be reimbursed.

b) When an electronic money institution performs one or more of the activities listed in Article 8.1.e) of this Law, and the percentage of funds to be used as electronic money is not known in advance, reimburse the electronic money holder for all the funds it requests.

7. The rights of reimbursement of natural or legal persons accepting electronic money shall be governed by the contractual stipulations agreed with the electronic money issuer. However, as provided for in paragraphs 4, 5 and 6 above, it shall apply to them when they apply for reimbursement in their condition as holders of electronic money.

Article 18. Prohibition of interest.

The granting of interest or any other benefit related to the time during which an electronic money holder is in possession of electronic money is prohibited.

Article 19. Complaint and out-of-court redress procedures for the settlement of disputes.

In its relations with the holders of electronic money and, where appropriate, with the users of payment services not linked to that issue, the electronic money issuers shall apply the provisions of Article 50 of the Law 16/2009 of 13 November of payment services, with the adaptations to be determined.

CHAPTER VI

Electronic Money Entities Monitoring and Sanctioning Regime

Article 20. Monitoring.

1. The Banco de España will be responsible for the control and inspection of the electronic money institutions and their registration in the Special Register of Electronic Money Entities that will be created for this purpose. The control and inspection shall be carried out within the framework of the provisions of Article 43a of Law 26/1988 of 29 July 1988 on the discipline and intervention of credit institutions, with the adjustments to be determined. This competence shall be extended to any office or centre, within or outside the Spanish territory, and, in so far as the fulfilment of the tasks entrusted to the Bank of Spain so requires, to the companies which are integrated into the affected.

For these purposes, the Banco de España may collect from the entities and persons subject to its supervision any information necessary to verify compliance with the regulations and discipline to which they are subject. In order to enable the Banco de España to obtain such information or to confirm its veracity, the entities and persons mentioned are obliged to make available to the Bank how many books, records and documents it considers accurate, including computer programs, files, and databases, whatever their support, physical, or virtual.

You may also issue guidelines as provided for in Article 10a.1 (d) of Law 13/1985 of May 25, of investment ratios, own resources, and reporting obligations of financial intermediaries.

2. The Banco de España shall inform the competent authorities of the host Member State whenever it wishes to carry out on-site inspections in the territory of the host Member State. The Bank of Spain may instruct the competent authorities of the host Member State to carry out on-site inspections at the institution concerned.

3. The Bank of Spain may, in the exercise of its own supervisory powers, in particular with regard to the proper functioning of the payment system, inspect the branches of electronic money institutions authorised in other Member States. Member States of the European Union. It may also assume that the inspections carried out in respect of those branches have been entrusted to it by the supervisory authorities of the Member State in which the institution has been authorised.

4. For the proper performance of its tasks, the Banco de España may collect from the branches of the electronic money institutions of the European Union the same information as it requires from the Spanish entities.

5. The supervision of the Banco de España will also be able to reach the Spanish people who control electronic money institutions from other Member States of the European Union, within the framework of the collaboration with the authorities responsible for the monitoring of such entities.

6. The decisions to be taken by the Bank of Spain in the performance of the tasks referred to in the preceding paragraphs shall be subject to appeal to the Minister for Economic Affairs and Finance.

7. The intervention and replacement measures provided for in Title III and Article 62 of Law 26/1988 of 29 July on the discipline and intervention of credit institutions may be applied to electronic money institutions.

Article 21. Arrangements for significant shareholdings.

1. Any natural or legal person who, on its own or acting in a concerted manner, has taken the decision to acquire or assign, directly or indirectly, a significant participation in a Spanish electronic money institution, shall notify prior to the Bank of Spain its intention to make such acquisition or disposal.

Similarly, any natural or legal person who, by itself or acting in a concerted manner, has taken the decision to increase or reduce, directly or indirectly, his or her significant participation in a money institution electronic, as a consequence of which its percentage of the capital or voting rights possessed would rise, exceed or fall below 20 percent, 30 percent or 50 percent, or would control the electronic money institution or no longer do so, it shall notify the Bank of Spain of its intention to make such a increase or reduction.

It is understood that there is a control relationship for the purposes of this article provided that it is one of the assumptions provided for in Article 42 of the Commercial Code.

2. The proposed acquirer shall provide the Bank of Spain with information indicating the volume of such participation and the relevant information referred to in Article 57.1 of Law 26/1988 of 29 July on discipline and intervention by credit institutions.

3. The Bank of Spain shall have a period of 60 working days from the date on which it has made the acknowledgement of receipt of the notification referred to in paragraph 1 above, in order to assess whether the influence exercised by the acquirer The proposal may be to the detriment of sound and prudent management of the entity and, where appropriate, to oppose the proposed acquisition. The acknowledgement of receipt shall be made in writing within two working days from the date of receipt of the notification by the Banco de España, provided that the Bank of Spain is accompanied by any information that may be required in accordance with this an article, and the potential acquirer shall indicate the exact date on which the assessment period expires.

4. Where one of the acquisitions covered by this Article is effected without prior notification to the Banco de España, or, having notified it, it shall measure the express opposition of the Banco de España, formulated within the period provided for in the preceding paragraph, the following effects will occur:

(a) In any event and automatically, no political rights may be exercised corresponding to the shares acquired irregularly. If, however, they are to be exercised, the corresponding votes shall be void and the agreements shall be contested in court, as provided for in Chapter IX of Title V of the Royal Decree of Law 1/2010 of 2 July 2010 approving the Text Recast of the Law on Capital Companies, with the Bank of Spain entitled to the effect.

(b) If necessary, the intervention of the entity or the replacement of its directors shall be agreed, as provided for in Title III of Law 26/1988 of 29 July on the discipline and intervention of institutions of credit.

In addition, the penalties provided for in Title I of the same Law shall be imposed.

Article 22. Information and professional secrecy.

1. In the exercise of its supervisory and inspection tasks for electronic money institutions, the Banco de España shall cooperate with the authorities entrusted with similar tasks in other Member States of the European Union and may communicate information relating to the management, management and ownership of these entities, as well as those which may facilitate the solvency control of these entities and their supervision or serve to prevent, prosecute or punish irregular conduct; It may also, for this purpose, conclude cooperation agreements.

Where the competent authorities do not belong to another Member State of the European Union, the supply of such information shall require that there be reciprocity and that the competent authorities are subject to duty. of professional secrecy under conditions which, at least, are comparable to those established by the Spanish laws.

In the event that the competent authorities belong to another Member State of the European Union, the Banco de España will provide interested parties, on their own initiative, with any information that is essential for the exercise of their its supervisory tasks, and, when requested, all relevant information for the same purpose.

2. Article 6 of Royal Decree-Law 1298/1986 of 28 June 1986 on the adaptation of the existing right in the field of credit institutions to that of the European Communities shall also apply to the effects provided for in the previous paragraph as to the remaining ones referred to in the article itself.

3. In addition, the Banco de España may exchange information that is relevant to the exercise of its respective competencies with:

(a) The European Central Bank and the national central banks of the Member States of the European Union, in their capacity as monetary and supervisory authorities, and, where appropriate, with other public authorities responsible for the monitoring of payment and settlement systems;

(b) other relevant authorities designated under this Law, of the Organic Law 15/1999 of 13 December, of the protection of personal data, of Law 10/2010 of 28 April, of the prevention of capital and the financing of terrorism, its development provisions and other provisions of European Union law applicable to issuers of electronic money.

Article 23. Sanctioning regime.

1. The electronic money institutions shall be applicable to the electronic money institutions, with the adjustments to be determined, the system of penalties provided for in Law 26/1988 of 29 July on the discipline and intervention of credit institutions. Such a scheme shall also apply to natural or legal persons who have a significant participation in an electronic money institution.

2. The provisions of this Law shall be taken into account in the rules governing the management and discipline of electronic money issuers referred to in Article 2.1 (a) and (b). Their failure to comply shall be punishable as a serious infringement, provided that they are not occasional or isolated, as provided for in Law 26/1988 of 29 July on the discipline and intervention of credit institutions.

Transitional disposition. Transitional arrangements for electronic money institutions authorised in accordance with Article 21 of Law 44/2002 of 22 November 2002 on measures to reform the financial system.

1. The electronic money institutions that would have been authorised for the issuance of electronic money by 30 April 2011, as set out in Article 21 of Law 44/2002 of 22 November 2011, of measures to reform the system financial, may continue to issue electronic money in Spain or in any other Member State of the European Union, in accordance with the mutual recognition agreements referred to in Directive 2000 /46/EC of the European Parliament and of the Council, of 18 September 2000 on the access to the business of electronic money institutions and their exercise as well as the prudential supervision of such entities. To this end, the authorisation provided for in Article 4 shall not be required and shall not be required to comply with those other provisions of this Law which are to be determined regulatively.

2. The electronic money institutions referred to in the previous paragraph shall submit by 30 October 2011 to the Directorate-General of the Treasury and Financial Policy the relevant information in accordance with the provisions of the Article 4, in order to enable it to be determined whether those entities comply with the requirements laid down in this Law and, if that is not the case, the measures to be taken to ensure compliance with them or if the authorisation should be withdrawn.

Electronic money institutions that meet the above requirements will be authorized and registered in the Special Register of Electronic Money Entities of the Banco de España, as set out in Article 4. The issuance of electronic money shall be prohibited for electronic money institutions that have not accredited to 30 October 2011 the fulfilment of the requirements set out in this Act.

Repeal provision.

As many rules of equal or lower rank are repealed, they are contrary to the provisions of this Law and, in particular, Article 21 of Law 44/2002, of 22 November, of measures to reform the financial system and the Real Decree 322/2008 of 29 February on the legal status of electronic money institutions.

Final disposition first. Amendment of Royal Decree 1298/1986 of 28 June 1986 on the adaptation of the law in force on credit institutions to that of the European Communities.

Article 1 of Royal Decree-Law 1298/1986 of 28 June on the adaptation of the law in force on credit institutions to that of the European Communities is worded as follows:

" Article 1. Definition.

1. For the purposes of this provision, and in accordance with Directive 2000 /12/EC of the European Parliament and of the Council of 20 March 2000 on the taking up and pursuit of the business of credit institutions, the term 'institution of credit institutions' shall be credit ' any undertaking which has as its typical and normal activity receiving funds from the public in the form of a deposit, loan, temporary disposal of financial assets or other similar assets which bear the obligation of its refund, applying them by own account for the granting of credits or similar operations.

2. Credit institutions are conceptualized:

a) The Official Credit Institute.

b) Banks.

c) The Savings Banks and the Spanish Confederation of Savings Banks.

d) Credit Cooperatives.

e) The Financial Establishments of Credit. "

Final disposition second. Amendment of the Law 24/1988, of July 28, of the Stock Market.

Law 24/1988 of 28 July of the Stock Market is amended as follows:

One. Article 22 is amended, which is worded as follows:

" The Advisory Committee of the National Securities Market Commission is the advisory body of its Board. The Committee shall be chaired by the Vice-President of the Commission, who shall not have a vote in relation to his reports, the number of his members and the form of his appointment being determined. Members shall be appointed on behalf of the market infrastructures, issuers, investors, credit institutions and insurance institutions of the professional collectives appointed by the National Commission of the European Union. Securities market and investment guarantee funds, plus another representative appointed by each of the Autonomous Communities with competence in the field of securities markets in the territory of which there is an official secondary market. '

Two. Article 23 is worded as follows:

" The Advisory Committee of the National Securities Market Commission will report on how many issues are raised by the Board.

Your report will be required in relation to:

(a) The provisions of the National Securities Market Commission referred to in Article 15 of this Law.

(b) the authorisation, revocation and corporate transactions of investment firms and other persons or entities acting under Article 65.2, where this is established in a regulatory manner; taking into account its economic and legal significance.

(c) The authorisation and revocation of branches of investment services companies of countries not members of the European Union, and the remaining subjects of the Securities Market, where this is established by law, Account for the economic and legal relevance of such subjects.

Without prejudice to the nature of the advisory body of the Council of the National Securities Market Committee, the Advisory Committee shall inform the draft general provisions on directly related matters. with the market of securities sent to it by the Government or by the Ministry of Economy and Finance with the aim of making the principle of the hearing of the sectors concerned in the procedure for drawing up provisions effective administrative. "

Three. Article 87a (3) is amended as follows:

" 3. In addition, where an investment firm does not comply with the requirements set out in this Law or in its implementing rules, it shall determine minimum requirements for own resources or require an organisational structure or mechanisms and Appropriate internal control, accounting or assessment procedures, the National Securities Market Commission may adopt, inter alia, the following measures:

(a) obliging investment firms and their groups to maintain their own resources in addition to those required at a minimum. The National Securities Market Commission shall at least do so whenever it considers serious deficiencies in the organisational structure of the investment firm or in the internal control, accounting or accounting procedures and mechanisms. valuation, including in particular those referred to in Article 70.3 of this Law, or whenever it determines, in accordance with the provisions of Article 87a (c), that the systems and the own funds held as referred to in that provision are not ensure sound management and coverage of the risks. In both cases the measure must be taken when the National Securities Market Commission considers it unlikely that the mere implementation of other measures will improve such deficiencies or situations within an appropriate time frame.

(b) Require investment firms and their groups to strengthen or modify the internal control, accounting or valuation procedures, mechanisms or strategies adopted for the implementation of such measures; organizational or resource requirements.

(c) Require investment firms and their groups to implement a specific policy, either for the provision of provisions, or for the distribution of dividends or other treatment for assets subject to weighting for the purposes of the own resources requirements, either to reduce the risk inherent in their activities, products or systems.

d) Restrict or limit the business, operations, or network of investment services companies.

e) Require investment firms and their groups to limit variable remuneration in the form of a percentage of total net income where this is not compatible with the maintenance of a capital base solid.

f) Require investment firms and their groups to use net profits to strengthen their capital base.

The provisions of this paragraph shall be without prejudice to the application of the penalties which in each case proceed in accordance with the provisions laid down in this Law. "

Four. Article 100 (b) is amended as follows:

" (b) The lack of preparation or publication of the annual corporate governance report or of the annual report on remuneration of the directors referred to in Articles 61a and 6b respectively, or the existence in such reports of omissions or false or misleading data; failure to comply with the obligations laid down in Articles 512, 513, 514, 516 and 517 of the recast of the Capital Companies Act, approved by Royal Decree-Law 1/2010, 2 July; and the lack of securities issuing entities admitted to trading on markets official secondary of an Audit Committee, in the terms set out in the 18th additional provision of this Act. "

Five. Article 100 (b) (a) shall be deleted.

Six. Article 102 (h) is amended as follows:

" (h) Separation of the charge of administration or address held by the infringer in any financial institution, with disablement to exercise management or management positions in any other entity than those provided for in the Article 84.1 and 84.2.b), c (a) and (d) for a period not exceeding 10 years. "

Final disposition third. Amendment of Law 26/1988 of 29 July on the discipline and intervention of credit institutions.

One. Article 28.2 is worded as follows:

" 2. In particular, they shall be understood to be reserved for credit institutions:

(a) The activity defined in Article 1 (1) of Royal Decree-Law 1298/1986 of 28 June 1986 on the adaptation of the law in force in the field of credit institutions to that of the European Communities.

(b) The collection of repayable funds from the public, whatever their destination, in the form of a deposit, loan, temporary disposal of financial assets or other similar assets that are not subject to the rules of management and discipline of the stock market. "

Two. Paragraph 1c of Article 43a is amended as follows:

" 1 quater. The Banco de España may communicate and require the entities subject to its powers of supervision, inspection and sanction provided in this Law, by electronic means, the information and measures contained in this Law and its provisions of development. The entities concerned shall be required to enable, within the time limit set for this purpose, the technical means required by the Banco de España for the effectiveness of its electronic communication systems, in the terms that it takes into effect. "

Three. A new point (n) is added to Article 52 with the following content:

"n) Emission of electronic money."

Final disposition fourth. Amendment of Law 35/2003 of 4 November of collective investment institutions.

Article 88 (1) of Law 35/2003 of 4 November of collective investment institutions is amended, which is worded as follows:

" 1. The penalties applicable in each case for the commission of very serious, serious or minor infringements shall be determined on the basis of the criteria laid down in Article 131.3 of Law No 30/1992 of 26 November 1992 on the legal system of administrations. Public and the Common Administrative Procedure, and the following: "

Final disposition fifth. Amendment of the recast of the Law on Civil and Safe Liability in the Movement of Motor Vehicles, approved by the Royal Legislative Decree 8/2004 of 29 October.

Article 11 (1) (c) of the recast text of the Law on Civil and Safe Liability in the Movement of Motor Vehicles, adopted by Royal Decree-Law 8/2004 of 29 October, is amended, happens to have the following wording:

" (c) Indemnify damages, persons and property, caused in Spain by a vehicle that is insured and has been the object of theft or theft of use.

The damage to persons and property caused in another State by a vehicle with normal parking in Spain that is insured and stolen or stolen for use will be compensated by the Compensation Consortium. Insurance where the national guarantee fund of that State does not assume functions of compensation for damage caused by stolen vehicles. "

Final disposition sixth. Amendment of Law 25/2005 of 24 November, regulating the risk capital institutions and their management companies.

Article 55 of Law 25/2005 of 24 November, regulating risk capital institutions and their management companies is amended, which is read as follows:

" Article 55. Other provisions.

In the case of limitation of infringements and penalties, of possible exemption from administrative responsibility, of enforcement of periodic penalty payments and of enforcement of the penalties imposed under this Law, it will be application of the provisions of Articles 83, 88a, 90 and 94 of Law 35/2003 of 4 November of collective investment institutions, respectively. '

Final disposition seventh. Amendment of Law 16/2009 of 13 November on payment services.

Article 51 (3) is worded as follows:

" 3. The provisions of Title I (with the exception of Article 5) shall be taken into account in the rules governing the management and discipline of the payment service providers referred to in Article 4 (1) (a), (b) and (c). II of this Law, those provided for in Articles 18 and 19 of Title III, Article 50, the provisions of Regulation (EC) 924/2009 of the European Parliament and of the Council of 16 September 2009 on cross-border payments in the Community and repealing Regulation (EC) No 2560/2001, as well as any other laws and provisions of general character containing precepts specifically referred to as payment service providers and the obligation to comply with them. Their failure to comply shall be punishable as a serious infringement, provided that they are not of an occasional or isolated nature, in accordance with the provisions of Law 26/1988 of 29 July of discipline and intervention by credit institutions. "

Final disposition octave. Amendment of Law 10/2010 of 28 April on the prevention of money laundering and terrorist financing.

A new point (h) of Article 2.1 is inserted, which is worded as follows:

"h) Payment entities and electronic money institutions."

Final disposition ninth. Amendment of Law 2/2011 of 4 March on Sustainable Economy.

Law 2/2011 of 4 March on Sustainable Economy is amended as follows:

One. Paragraph 30 is amended and one of the fifth final provision, which is read as follows:

" Final disposition third.

The requirements for information on internal control provided for in Article 61 (4) (h) of this Law and in Article 31 (2) (j) of Law 31/1985 of 2 August of Regulation (EEC) No 329/85 on the rules governing the basic rules governing bodies Savings banks shall be required from financial years starting on 1 January 2011 and their content shall be included in the Annual Corporate Governance Report to be published in relation to those financial years. '

Two. The sixth final provision is amended, which is worded as follows:

" Final Disposition sixth. Amendment of Law 26/2003 of 17 July amending Law 24/1988 of 28 July of the Stock Market and the recast of the Law of Companies, approved by Royal Decree 1564/1989 of 22 December 1989, in order to strengthen the transparency of listed public limited companies.

A new point (j) is added to Article 31a (2) of Law 31/1985 of 2 August of the regulation of the basic rules governing the decision-making bodies of savings banks, with the following wording:

"j) A description of the main characteristics of the internal control and risk management systems in relation to the process of issuing regulated financial information."

Final disposition tenth. Competitive titles.

This Law is dictated in accordance with the provisions of article 149.1.6., 11. and 13. of the Spanish Constitution which attributes to the State the competence on commercial law, bases of the ordination of credit, banking and insurance and bases and coordination of the overall planning of economic activity, respectively.

Final disposition eleventh. Incorporation of European Union law.

By this Law, Directive 2009 /110/EC of the European Parliament and of the Council of 16 September 2009 on access to the business of electronic money institutions and their business is partially incorporated into Spanish law. exercise, as well as on the prudential supervision of those entities, amending Directives 2005 /60/EC, 2006 /48/EC and repealing Directive 2000 /46/EC.

Final disposition twelfth. Enabling regulatory development.

The Government is empowered to dictate how many provisions are necessary for the development, implementation and enforcement of the provisions of this Law.

Final disposition thirteenth. Entry into force.

This Law shall enter into force on the day following that of its publication in the "Official Gazette of the State".

Therefore,

I command all Spaniards, individuals and authorities, to keep and keep this law.

Madrid, 26 July 2011.

JOHN CARLOS R.

The President of the Government,

JOSE LUIS RODRIGUEZ ZAPATERO