I

Having effective methods and instruments of payment is essential for the proper functioning of economic and trade relations. For this reason, the achievement of a true internal market for goods and services requires, in turn, the development of an efficient, efficient and secure payment service market. While the introduction of the Euro in 2002 was a definitive step towards establishing a single area of monetary payments in the internal market, the creation of a single cash market for non-cash payments remained incomplete.

Thus, the need for a new Community legal framework to harmonise and complete the fragmented national provisions in relation to payment services has been highlighted and the problems of efficiency and legal uncertainty that the previous differences contained.

This aspiration was finally made in the adoption of Directive 2007 /64/EC of the European Parliament and of the Council of 13 November 2007 on payment services in the internal market, the ultimate aim of which was to achieve true integration of the single market for payment services. To this end, it provides for a series of measures based on three fundamental and mutually reinforcing axes.

First, the Directive aims to increase efficiency in the operation of the single market for payment services by stimulating competition through the harmonisation of the requirements for access to this market and introducing a new category of payment service providers, payment institutions, whose conditions to compete are equal to those of the other providers.

The protection of the payment service user is also central to the Community standard. To achieve this, it establishes information and safeguards requirements that govern before and during the execution of payment orders and that ensure transparency in the provision of these services.

Finally, the direct relationship between the certainty in the use of the instruments and payment systems and the trust in them of the users, makes the security of the market of payment services in the objective of the third a large block of the Directive, which contains a harmonised regime of rights and obligations and provisions for the sharing of responsibilities between the user and the supplier in the event of erroneous or defective executions of the payment orders.

Directive 2007 /64/EC has been incorporated into our order through Law 16/2009 of 13 November, of payment services, some of whose fundamental aspects are intended to develop the present royal decree, moving forward substantially in the process of transposition of the abovementioned Directive.

II

Within this context, this royal decree mainly addresses the transposition of the legal regime of the new payment institutions and, in addition, some provisions concerning the general legal regime of the services of payment.

In Title I, the development of the legal system for the creation of payment institutions is contained. In particular, it is pointed out, as usual in the system of creation of other financial institutions, that it is up to the Minister of Economy and Finance to authorize the creation of payment institutions, prior to the Bank of Spain and the Service Executive of the Commission on the Prevention of Money Laundering and Monetary Infractions, in the aspects of its competence.

The request will also be presented, as usual, to the General Directorate of the Treasury and Financial Policy and the need for the registration of the new payment institutions in a Special Register of the Banco de España is foreseen, before you start your activity. Some minor particularities are also included for the case that the payment institution to authorise is controlled by another entity of a Member State or not a Member State of the European Union.

The requirements for obtaining and preserving the authorization of a payment entity, which must be tested at the time of the entity's creation request to merit authorization, are also detailed in this title. These requirements relate both to the legal form of the payment institution and to its initial capital or the conditions to be met by the shareholders holding significant holdings and the directors of the institution.

This title also provides for the creation by the Banco de España of a Register of High Charges in which the administrators and directors-general of the payment institutions must register. To this is added the above obligation to register the payment institutions themselves before starting their activities in the Special Register of payment institutions that will be created in the Banco de España.

Title I concludes with three articles dedicated to the regime applicable to the different modifications that a payment institution can experience, both in its social statutes and in its activities, with a specific forecast for the merge case.

A last item specifies that the use of the payment entity denomination is reserved for these entities, which may include it in their social denomination if they wish. This is supplemented by two paragraphs to ensure that the user knows at all times of the legal nature of the payment institution that his payment service provider holds, regardless of the use of such a denomination by the user. the entity, its inclusion in an international network or the development of other economic activities outside the provision of payment services.

Title II regulates the cross-border activity of payment institutions. It is detailed, first of all the particularities governing, in respect of the authorisation procedure laid down in the previous Title, where the application comes from branches of payment institutions authorised or domiciled in a non-Member State. European Union.

On the other hand, the system of communication to the Banco de España that must be completed by the supervisory authorities of those community payment institutions that want to permanently provide their services in Spain, is established. either by opening branches or by hiring agents.

Finally, the system of prior authorisation of the Banco de España to which Spanish payment institutions wishing to provide payment services in a non-Member State of the European Union is subject, either by means of the the opening of branches and the freedom to provide services, or through a subsidiary.

The regime of the agents and the delegation of operational functions is governed by Title III.

With regard to the regime of the agents, in addition to defining the concept of agent in accordance with article 2.22 of Law 16/2009, of 13 November, a system of prior communication and registration is established in the Register Special Bank of Spain for Spanish payment institutions and branches in Spain of foreign payment institutions that intend to provide payment services through an agent. The conditions to which payment institutions are subject and their agents in the exercise of their activity are also detailed in the interests of transparency vis-à-vis the customers.

With regard to the delegation of tasks, the institutions will have to comply with a prior information regime to the Banco de España for the delegation of essential functions, while the communication will be carried out with after the delegation in case the functions to which it is concerned are not. This scheme is supplemented by a series of provisions aimed at ensuring that the delegation of operational functions does not result in a reduction in their quality or internal control, or in detriment of the responsibilities and obligations of the Member States. payment entities in relation to users.

The regulation of the guarantee requirements, the own resources requirements and the operating limitations of the payment accounts, constitutes the object of Title IV of the royal decree.

The need for payment institutions to safeguard the funds of their users for the execution of payment transactions requires that these entities have one of the two methods of guarantee laid down in Law 16/2009, of 13 November, the detail of which is specified in the proposed rule. In relation to the first method, the safe, liquid and low-risk assets in which the funds referred to in Article 10.1.a) of Law 16/2009 of 13 November may be invested are detailed. As regards the second method, the conditions to be met by the comparable insurance or guarantee policy are specified.

The method of calculation to be applied by the payment institutions to determine their own resources requirements, based on a weighting of the amount of the payment transactions executed by them, is also detailed. during the previous year.

However, the Banco de España, on its own initiative or the institution concerned, is allowed to, in the light of the need to improve its solvency, protect the interests of users or the payment system itself, the calculation of the own resources requirements is carried out in accordance with one of the other two methods set out in the proposal. In one of them the calculation is a function of the general expenses of the previous year and in the other it is a function of the sum of different income, expenses and commissions.

In addition to Title IV, a number of forecasts are contained in order to ensure the return to compliance with the rules on own resources, if an entity presents a deficit of own resources with respect to the required. In particular, an obligation of information is established for the Banco de España, which must be accompanied by a programme to return to compliance. In addition, entities are required to submit their results to the Bank of Spain's prior authorisation in these circumstances.

Operating limitations on payment accounts for payment institutions conclude this Title IV. In particular, the effects of the inactivity of the payment account for one year are regulated and the possibilities for the account to maintain a debtor balance as a result of transactions initiated directly by the payer's owner are also limited. payment account.

Title V introduces the concept of hybrid payment entities, defined as those payment entities that perform, in addition, any other economic activity. Some aspects of the standard are adapted for their special application to these entities, especially in relation to the requirements of the application, the High Charge Register, the supervision and the use of the denomination of payment entity.

Finally, the procedure under which the Banco de España may require a hybrid payment institution to constitute a separate payment institution, when carrying out other economic activities, is detailed in this title. different to the provision of payment services may affect their financial soundness.

Two exceptions to the application of certain aspects of the regulatory rules for payment services are introduced in Title VI. In the first place, they are excluded, for small-scale instruments, and provided that the parties agree to certain obligations which the law establishes between the payment service provider and the user. In addition, it is established that payment services based on instruments whose use is limited to the issuer's establishments or to a limited network of suppliers are not subject to this regulation.

The last three articles of the royal decree are set out in Title VII, which contains the sanctioning and supervisory regime applicable to payment institutions. Both remain, in the main and with some adaptations, the regime applicable to credit institutions. Finally, the duty of professional secrecy is collected for all persons who in the performance of a professional activity for the Banco de España or in the exchange of information with other authorities have known data of a reserved nature.

III

A transitional provision detailing the procedure and the minimum requirements to be met by those currency exchange establishments has been introduced in this royal decree, which details the procedure and minimum requirements to be met. they would have been authorised for the management of transfers and who, not seeking to extend their social object, would like to become payment institutions.

The royal decree additionally has a derogation provision of all those rules of equal or lower rank that are contrary to the provisions of the law, and four final provisions, which contain, respectively, the The powers for its development, the powers for its development, the mention of the incorporation of the European Union's right, and the royal decree is closed with the fourth final provision that establishes its entry into force a day following the publication in the "Official State Gazette".

In its virtue, on the proposal of the Minister of Economy and Finance, in agreement with the Council of State and after deliberation of the Council of Ministers at its meeting of May 28, 2010,

DISPONGO:

TITLE I

Legal framework for the creation of payment entities

Article 1. Authorisation and registration of payment institutions.

1. It will be up to the Minister for Economic Affairs and Finance, following a report by the Bank of Spain and the Executive Service of the Commission on the Prevention of Money Laundering and Monetary Violations in the aspects of their competition, to authorize the creation of payment institutions, as well as the establishment in Spain of branches of entities of a non-EU Member State. The authorisation shall specify the activities to be carried out by the payment institution in accordance with the programme presented by the institution.

2. Pursuant to Article 6.2 of Law 16/2009 of 13 November of payment services, the application for authorization must be settled within three months of its receipt in the Directorate-General of the Treasury and Financial Policy or the the time the required documentation is completed. Where the application is not settled within the time limit, it may be deemed to be dismissed.

3. Once the authorization has been obtained and after registration in the Mercantile Registry, the payment institutions must, before starting their activities, be registered in the Special Register of payment institutions that will be created in the Banco de España. This register shall include the payment services for which the payment institution has been authorised and shall also include its agents and branches. The registration shall be public and accessible through an electronic page which shall be updated regularly.

4. Where the control of the payment institution, in accordance with Article 42 of the Trade Code, is to be carried out by a payment institution, a credit institution, an investment firm or an insurance undertaking, or A reinsurance authorised in another Member State of the European Union or by natural or legal persons who in turn controls one of them, the Banco de España, before issuing the report referred to in paragraph 1, shall consult the authorities responsible for the supervision of those entities.

Where such control is to be exercised by a natural or legal person, whether or not it is a regulated entity, domiciled or authorised in a country that is not a member of the European Union, it shall require those who are monitor the provision of a guarantee, as provided for by the Banco de España, which reaches the entire payment activities of the entity that is intended to be created.

Article 2. Requirements for exercising the activity.

You will be required to obtain and preserve the authorization of a payment entity:

a) Revestir any corporate form that has the consideration of mercantile, either by the nature of its object, or by the form of its constitution. The shares, shares or shares in which the share capital is divided shall be nominative.

b) Having their registered office, as well as their effective administration and management in Spanish territory.

c) Dispose at all times the following minimum initial capital:

i) 20,000 euros, in case the payment institution only provides the payment service for the payment of money.

(ii) EUR 50 000, in case the payment institution carries out payment transactions in which the consent of the payer is transmitted by means of telecommunication, digital or computer devices and the payment is made through of the operator of the network or telecommunication or computer system, acting solely as an intermediary between the payment service user and the provider of goods and services.

(iii) EUR 125,000, in case the payment institution provides any of the other payment services provided for in Article 1.2 of Law 16/2009 of 13 November.

(d) that shareholders or shareholders holding significant shares are deemed appropriate in accordance with Article 6 of Law 16/2009 of 13 November.

e) That the administrators of the payment institution, be persons of recognised good repute and possess, most of them, the knowledge necessary for the provision of payment services. These requirements shall also be included in the general or equivalent directors of the institution.

Compete commercial and professional honorability in those who have been observing a personal trajectory of respect to the commercial laws or others that regulate the economic activity and the life of the business, as well as to the good commercial, financial and banking practices. In any event, it will be understood that they lack such good repute who, in Spain or abroad, have a criminal record for intentional crimes, are disabled for public office or administrative or management of financial institutions. or are disabled in accordance with Law 22/2003 of 9 July, with insolvency proceedings, pending the termination of the period of disqualification laid down in the judgment of qualification of the contest, and those who have not been rehabilitated in proceedings conversions prior to the entry into force of that law.

possess the knowledge necessary to perform their duties in the payment institutions who have performed, for a period of not less than two years, senior management, control or advisory functions or similar functions liability in entities, public or private, with a dimension at least analogous to the entity for which authorisation is sought.

(f) To provide, for the purposes of ensuring sound and prudent management of the entity, robust corporate governance procedures, including a clear 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 it is or may be exposed, together with appropriate internal control mechanisms, including procedures appropriate administrative and accounting officers. Such methods, procedures and mechanisms shall be exhaustive and proportionate to the nature, scale and complexity of the payment services provided by that entity.

g) Establish internal control and communication procedures and bodies to prevent and prevent money laundering and terrorist financing.

Article 3. Requirements for the request.

1. The application for authorisation for the creation of a payment institution shall be addressed to the Directorate-General of the Treasury and Financial Policy, together with the following documents in triplicate:

a) Project of social statutes, accompanied by a certificate of refusal of the proposed social denomination; in case the authorization is requested by an existing society it will be sufficient certification your registration registration.

(b) A programme of activities indicating, in particular, the type of payment service to be provided, as well as ancillary services or services closely related to those which are intended to be carried out.

(c) A business plan referred to in the above letter that includes a calculation of the budget forecasts for the first three activity exercises of the payment institution.

d) Justification of having constituted in the General Deposit Box or in any of its branches, in the delegations of Economy and Finance, a deposit in cash or in Public Debt, equivalent to 20 percent of the minimum initial capital provided for in Article 2, at the disposal of the Directorate-General of the Treasury and Financial Policy.

This deposit will be released once the entity is incorporated and entered in the Special Register of the Banco de España, as well as, if applicable, in the event of revocation of the authorization provided for in article 7.1 of Law 16/2009.

You will also proceed with the return of the deposit in the cases of waiver of the application or refusal of the request.

e) A description of the measures taken to protect the user's funds from payment services pursuant to Article 10 of Law 16/2009 of 13 November.

(f) a description of the applicant's business management methods and internal control mechanisms, all of which relate to payment activities and including administrative, risk management and administrative procedures; accounting, which demonstrates that such business control methods and mechanisms are adequate.

(g) Internal control and communication procedures and bodies to be established to prevent and prevent money laundering and terrorist financing.

(h) A description of the structural organisation proposed by the applicant for the provision of payment services, including, where appropriate, a description of the use intended to be made of agents and branches; a description of the provisions on delegation of functions, as well as their participation in a national or international payment system.

(i) The identity of persons holding significant holdings in the payment institution, as set out in Article 6.3 of Law 16/2009 of 13 November, with an indication of the amount of their participation effective and evidence of its suitability.

Except for credit institutions subject to supervision of the Banco de España, shareholders or members having the consideration of legal persons, they shall also provide the annual accounts and the management report of the two years, with audit reports if any.

For the purposes of the definition of significant participation, the possibility of appointing or removing any member of the highest governing body of the payment institution shall be understood as a notable influence.

j) The identity of the administrators of the payment institution and its directors-general or assimilated, as well as documents of their good repute and who have the experience and possess the necessary knowledge for the the provision of payment services.

k) Where appropriate, the identity of the auditors responsible for the audit of the payment institution.

l) A description of the services, instruments or other means available to you to address and resolve the complaints and complaints of your clients, including the Customer Defense Regulations, prepared in accordance with the provisions of the Order ECO/734/2004, dated 11 March.

m) The address of the applicant's central administration.

n) For existing entities, audited annual accounts for the last financial year, and an explanatory note of the company's characteristics and situation.

For the purposes of points (e), (f) and (h) the applicant shall provide a description of its internal audit procedures and of the organisational arrangements it has established in order to take all reasonable measures to ensure that the protect the interests of its users and ensure the continuity and reliability of the provision of payment services.

2. The payment institution shall immediately report any changes affecting the accuracy of the information in accordance with this Article. In any case, it is possible for the promoters to require the promoters of any data or reports to be considered appropriate to verify compliance with the requirements set out in this royal decree.

Article 4. Records of the Banco de España.

1. The Bank of Spain is responsible for the creation and management of a High Charge Register of payment institutions, where administrators must be registered, as well as their directors general or assimilated.

For registration in the Register of High Charges, such persons shall expressly declare in the document that they are accredited to the office that they meet the requirements of good repute referred to in Article 2 (e), and that are not present in any of the limitations or incompatibilities that apply to them.

2. The persons responsible for the management of branches in Spain of foreign payment institutions and for the control and management of networks in Spain of agents of foreign payment institutions shall also be registered in this Register.

Article 5. Amendment of the social statutes.

1. The amendment of the social statutes of the payment institutions shall be subject to the authorisation and registration procedure laid down in Article 1, but the application for authorisation must be settled within two months of its receipt in the Directorate-General of the Treasury and Financial Policy or at the time of completion of the required documentation, which may be deemed to be estimated.

2. They shall not require prior authorization, even if they must be communicated to the Banco de España, within a period of no more than 15 working days following the adoption of the relevant agreement, the amendments to the social statutes which they have for object:

a) Change of the registered office within the national territory.

b) Increase in social capital.

c) Textually incorporate mandatory or prohibitive legal or regulatory precepts, or comply with judicial or administrative decisions.

(d) Those other amendments in respect of which the Directorate-General for the Treasury and Financial Policy, in response to prior consultation made by the payment institution concerned, has deemed it unnecessary, for its Minor relevance, authorization processing.

3. If the communication is received, the amendments go beyond what is provided for in this paragraph, the Bank of Spain shall inform the parties concerned within 30 days, to review them or, where appropriate, to comply with the procedure for the authorization of the paragraph 1.

Article 6. Extending activities.

When a payment entity intends to extend the payment activities for which it is authorized, the same procedure as for the modification of the statutes will be followed. The authorisation may be refused, in particular, if the institution does not meet the solvency requirements corresponding to it, or does not have an administrative and accounting organisation and internal control procedures appropriate to the new ones. activities.

Article 7. Merger of payment entities.

1. The entity resulting from the merger of two or more payment institutions may carry out the activities for which the merged entities are authorised.

2. The merger shall be authorised by the Minister for Economic Affairs and Finance, in accordance with the procedure laid down in Article 5, but the term of the decision shall be three months.

Article 8. Use of the reserved naming.

1. The name of the payment institution, as well as its abbreviation, E.P., is reserved for these entities, which may include them in their social denomination.

2. Payment institutions shall include a reference to their legal nature as a payment institution in the entirety of documents that they subscribe to or issue in the exercise of their payment service provision activity. In particular, it shall be included in framework contracts which are formalised with the users of payment services or in those who subscribe to the performance of single payment transactions, as well as in advertising relating to the provision of such services.

3. The mention of international networks or organisations in the performance of payment institutions shall not mislead the public as to the identity or liability of the holder with whom the payment services are contracted.

When payment institutions develop ancillary or ancillary activities as referred to in Article 9 of Law 16/2009 of 13 November, or where they are in the same premises where they provide their payment services other economic activities, must have the necessary organisational and transparency measures to protect customers and in particular ensure that they clearly identify the payment service provider.

The Banco de España may require the adoption of the necessary transparency measures to comply with this paragraph.

TITLE II

Cross-border activity of payment entities

Article 9. Authorisation of the establishment in Spain of branches of payment institutions authorised or domiciled in a non-Member State of the European Union.

In the authorisation of the establishment in Spain of branches of foreign payment institutions authorised or domiciled in a non-Member State of the European Union, the provisions of Articles 1, 2 and 3 shall be observed in respect of application, with the following particularities:

(a) The reference to the draft Statute referred to in Article 3.1.a) shall be understood as referring to the draft constitution of the branch and to the existing Statutes of the payment institution.

(b) Minimum initial capital shall mean the amount held by the institution in Spain of permanent and open-ended funds available for the loss coverage of the branch.

(c) You must have at least one person who is responsible for the management of the branch which they intend to establish in Spain and which determines in an effective manner the orientation of the branch. That person shall comply with the requirements of good repute, knowledge and experience referred to in Article 2 (e).

d) The social object of the branch may not contain activities not permitted to the payment institution in its country of origin.

(e) The documentation accompanying the application shall contain the information necessary for the accuracy of the legal status of the requesting foreign payment institution, the supervision to which it is subject and its status. financial. A description of the organisational structure of the entity and of the group in which it is eventually integrated shall also be included. It shall also be established that it is in possession of the authorisations required by its country of origin to open the branch.

The authorization may also be denied by application of the principle of reciprocity.

Article 10. Action in Spain of payment institutions authorised in another Member State of the European Union.

1. The opening in Spain of branches of payment institutions authorised in another Member State of the European Union shall be conditional upon the Banco de España receiving a communication from the supervisory authority of the payment institution containing the payment institution. less, the following information:

a) The name and address of the payment entity.

(b) A programme of activities indicating, in particular, the operations it intends to carry out and the structure of the organisation of the branch.

c) The name and address in Spain where all necessary information may be required from the branch.

d) The name and history of the managers responsible for the branch.

2. Received the communication, the Banco de España will notify the payment institution and the latter, after having registered the branch in the Register of Companies, will also proceed to its registration in the Special Register of the Banco de España, communicating to the the effective start date of their activities.

Elapsed one year after the payment institution was notified of the receipt of the communication by its supervisory authority, without the institution having started its activities, the procedure must be initiated again provided for in paragraph 1

3. If, once the branch is opened, the payment institution authorised in another Member State of the European Union intends to amend the content of any of the information referred to in paragraph 1, it shall inform the Bank of Spain without damage to the communication from the supervisory authority, at least one month before the change is made. The Bank of Spain must also be notified of the closure of the branch, at least three months in advance of the planned date.

4. The procedure laid down in this Article shall also apply to communications received from the supervisors of a payment institution authorised in another Member State of the European Union intending to provide payment services in the Spain on a permanent basis through the use of a network of agents located in Spain.

Agents of payment institutions authorised in another Member State of the European Union shall respect in the exercise of their activity in Spain the same rules as those required to be observed by the agents of payment institutions in accordance with the provisions of Article 15.

5. Received the communication from the supervisor of a payment institution authorised in another Member State of the European Union of its intention to establish a branch in Spain or to provide payment services in Spain on a permanent basis by means of agents In Spain, the Banco de España will transfer the communication to the Executive Service of the Commission on the Prevention of Money Laundering and Monetary Violations.

The Banco de España, after reporting the Executive Service, shall inform the competent authorities of the Member State of origin of the payment institution when it has reasonable grounds to suspect that they are being perpetrated or have already been committed or attempted money laundering or terrorist financing activities or that the hiring of the agents or the establishment of the branch could increase the risk of money laundering or terrorist financing.

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

1. A Spanish payment institution which intends to open a branch or to carry out its activities under the freedom to provide services in a non-EU Member State must first apply to the Banco de España, accompanied by the information of the State in whose territory they intend to establish the branch and the address provided for it, a programme of the activities to be carried out, the organisation structure of the branch and the name and history of the branch proposed managers for the same.

2. The Bank of Spain shall, by means of a reasoned decision, decide within a maximum period of three months from the receipt of all information. Where the application is not settled within the time limit, it may be deemed to be dismissed.

3. The Bank of Spain may refuse the application where, in the light of the application and the additional information referred to in paragraph 1, the administrative structures or the financial situation of the payment institution are not appropriate, or where the provision of non-authorised payment services to the institution is provided for in the programme. It may also refuse it when it considers that the branch's activity is not to be subject to effective control by the supervisory authority of the host country, or that there are legal or other obstacles preventing or hindering the activity of the branch. control and inspection of the branch by the Banco de España.

4. Any modification of the information referred to in this Article shall be communicated by the payment institution, at least one month before it is made, to the Banco de España. A relevant amendment may not be made to the branch's programme of activities if the Bank of Spain, within a period of one month, objects to it, by means of a reasoned decision which shall be notified to the institution. Such opposition shall be based on one of the causes cited in this Article.

Article 12. Creation or acquisition of holdings in payment institutions of a non-member State of the European Union.

1. The creation by a Spanish payment institution of a payment institution in a non-Member State of the European Union and the acquisition of a significant holding or takeover, or of a payment institution, shall be subject to prior authorisation by the Bank of Spain. directly or through entities controlled by the payment institution concerned, in an existing payment institution, where that payment institution is to be incorporated or is domiciled in a non-Member State of the European Union.

2. In the case of the creation, directly or indirectly, of a payment institution in a non-Member State of the European Union, the Spanish payment institution intending to create it shall accompany the application for authorisation which is lodged at the Bank of Spain at least the following information:

a) Amount of the investment and the percentage that represents the participation in the capital and the voting rights of the entity to be created. Indication, where appropriate, of the entities through which the investment will be made.

(b) The provision in paragraphs (a), (b), (i) and (j) of Article 3.1.

(c) a complete description of the rules applicable to payment institutions in the State in which the new entity is to be established, as well as the rules in force in the field of taxation and the prevention of money laundering; and financing of terrorism.

3. In the event that a participation is to be acquired, understanding for such a participation that it has a significant character as provided for in Article 6.3 of Law 16/2009 of 13 November and in this royal decree, or is intended to be acquired the information referred to in the preceding paragraph must be submitted, but the information referred to in subparagraph (b) may be limited to those data which are of a public nature. It shall also indicate the time limit for the implementation of the investment, the annual accounts of the last two financial years of the participating institution and, where appropriate, the rights of the institution in order to designate representatives in the administration and management of that.

4. In any event, it shall be appropriate for applicants to require the applicants for any data, reports or records to be deemed appropriate for the Bank of Spain to be able to give an appropriate opinion and, in particular, to assess the possibility of exercising supervision. consolidated group.

5. The Banco de España will decide on the authorization within three months from the receipt of all the required information. Where the authorisation is not granted within the time limit, it may be refused.

The Banco de España may refuse the authorization request when:

a) By taking into account the financial situation of the payment institution or its management capacity, consider that the project may adversely affect you.

b) View project location and characteristics, cannot ensure effective monitoring of the group, on a consolidated basis.

(c) The activity of the dominated entity is not subject to effective control by a national supervisory authority.

TITLE III

Agent and delegation regime of capability capability

Article 13. Concept of agent.

For the purposes of this royal decree and in accordance with Article 2.22 of Law 16/2009 of 13 November, an agent of a payment institution shall be understood as a natural or legal person providing payment services. on behalf of a payment institution. No such consideration shall be given by the heads of state to a specific operation, or to persons linked to the payment institution or their group by a working relationship.

Article 14. Communication obligations to the Banco de España and the registration of agents.

1. The Spanish payment institutions and branches in Spain of foreign payment institutions which are intended to provide payment services through an agent shall provide the Banco de España with information relating to the procedures and internal control and communication bodies to be used in their relations with the agents both to prevent and prevent money laundering and terrorist financing, and to ensure compliance with the sectoral rules applicable. The Banco de España will transfer such procedures to the Executive Service of the Commission on the Prevention of Money Laundering and Monetary Violations.

These entities shall also communicate to the Banco de España the name and address of the agent, the payment services to be provided and the procedures adopted to select and train their agents and ensure that they are with the necessary knowledge and skills.

In the case of legal entities, the information above will be referred to its directors or persons responsible.

2. Where the Bank of Spain receives the information in accordance with the preceding paragraph, it shall include the agent concerned in the register referred to in Article 1.3

Before including the agent in the register, the Banco de España will proceed, if it considers that the information provided is incorrect, to further inquiries to verify this information. It may also require the payment institution to amend the procedures referred to in the previous paragraph to ensure compliance with the sectoral rules.

If, as a result of these additional inquiries, the Bank of Spain considers that the information provided to it pursuant to paragraph 1 is not correct, it will deny the agent's inclusion that it is This is the case in that

.

3. Where a Spanish payment institution intends to provide payment services in another Member State of the European Union through the recruitment of an agent, in addition to the provisions set out in the preceding paragraphs, it shall follow the procedure laid down in the Article 11 (1) of Law 16/2009 of 13 November. When it intends to use a permanent network of agents in that Member State, it must inform the Banco de España of the identity of the persons who will be responsible for the management of the network of agents in the host Member State, as well as a address in the same.

In this case, before the agent can be registered, the Banco de España will inform the competent authorities of the host Member State of its intention to register the agent and take into account their views on the matter.

Article 15. Responsibility of the payment institutions in respect of the acts carried out by their agents and the conditions for the exercise of the activity of the agents.

1. In the acts carried out by their agents, the payment institutions shall be responsible for the fulfilment of the obligations laid down in this royal decree or in another provision of law applicable to them. Payment institutions shall develop appropriate control procedures for these purposes.

2. Payment institutions and their agents shall be subject to the following conditions in the exercise of their activity, in accordance with Article 12 of Law 16/2009 of 13 November, and in the interests of transparency vis-à-vis customers:

(a) It shall be made available to the public, both in each of its offices and on its website, a list of all its agents, duly updated and in which the scope of the representation granted is recorded. That relationship shall also be annexed to the Report in the annual accounts.

(b) Payment institutions shall ensure that the agents acting on their behalf inform the payment service users thereof. For these purposes, payment institutions shall require the payment institutions of their staff to make clear the nature of such transactions in the form of relationships established with the customer, by identifying the entity in question in an unequivocal manner.

(c) Where a payment institution has a hold on an agent which has already been the agent of the other, the new entity shall require the agent to bring to the attention of the payment service users, including potential users, their double takeover such that, when the services match, customers can make a reasoned decision about the provider to choose from.

d) Payment entity agents may not act through subagents.

e) Agents may not use their bank accounts to accept the income, directly from the customers, of the funds from the services ordered by them. However, they may use such accounts to obtain the amounts to be paid to the beneficiaries of a payment service operation, and to channel the amounts received from their clients to the payment institution concerned.

Article 16. Delegation of functions.

1. The delegation of essential operational functions shall be carried out in such a way as not to affect significantly either the quality of the internal control of those functions by the payment institution or the ability of the Bank of Spain to control the payment institution fulfils all the obligations laid down by the legislation in force.

For these purposes, an operational function will be considered to be essential if a failure or deficiency in its execution may well affect, in a considerable way, the ability of the payment institution to permanently comply with the the conditions and obligations arising from the authorisation and the scheme provided for in Law 16/2009 of 13 November, either affecting the financial results, their solvency or the continuity of their business.

2. Where a payment institution intends to delegate essential operational functions related to payment services, it shall inform the Bank of Spain at least one month in advance, accompanying detailed information on the characteristics of the payment services. of the delegation and the identity of the undertaking in which they are intended to delegate. Within that period, the Banco de España may, in a reasoned manner, oppose the delegation, when it appreciates that the provisions of this Article are not satisfied.

In other operational function delegations, it is sufficient to inform the Bank of Spain within one month of the time the delegation is effective.

3. In any event, where a payment institution delegates essential operational functions, such delegation shall:

a) It shall in no case involve the transfer of responsibility by the senior management.

(b) It shall not alter the relationships and obligations of the payment institution in accordance with the laws in force with respect to its users or with respect to the Banco de España.

c) It shall not prejudice the conditions to be met by the payment institution to receive and retain the authorisation in accordance with this royal decree.

d) It shall not result in the deletion or modification of any of the other conditions to which the authorisation of the payment institution has been subject.

(e) The delegation agreement between the payment institution and the third party shall be translated into a written contract setting out the rights and obligations of the parties.

TITLE IV

Warranty requirements, own resource requirements, and operational limitations of payment accounts

Article 17. Warranty requirements.

1. Payment institutions shall safeguard the funds received from payment service users or received through another payment service provider for the execution of payment transactions, subject to one of the two procedures established in Article 10 of Law 16/2009 of 13 November. The procedure adopted by each payment institution shall be included in the Special Register of payment institutions of the Banco de España, as well as in the framework contracts that the payment institutions subscribe to with payment service users. Where institutions opt for the procedure referred to in Article 10.1.b) of Law 16/2009 of 13 November, those framework contracts shall also include the nature of the guarantee and the entity providing the guarantee. The change of the safeguard system, although not that of the guarantor, shall be subject to the arrangements provided for in Article 22 of Law 16/2009 of 13 November.

The payment entity must make the chosen safeguard system public in clear and accessible terms on its website.

2. Where institutions opt for the procedure referred to in Article 10.1.a) of Law 16/2009 of 13 November, they shall be considered as safe, liquid and low-risk assets:

(i) Deposits in view of credit institutions subject to prudential supervision and domiciled in Member States of the European Union or the Organisation for Economic Cooperation and Development. The denomination of these deposits must make express mention of their status as "customer balances of" payment entity "."

(ii) Temporary acquisitions of assets, with a residual maturity of less than or equal to two days, that have a zero weighting for the purposes of credit risk, in accordance with the provisions of Chapter III of the Royal Decree 216/2008, of 15 February, of own resources of financial institutions, and their implementing rules.

3. If institutions opt for the procedure referred to in Article 10.1.b) of Law 16/2009 of 13 November, the insurance policy or the comparable guarantee of an insurance undertaking or a credit institution shall comply with all Case the following conditions:

(a) The guarantee shall be direct and first required.

b) The scope of the guarantee or insurance shall be clearly defined and shall be legally valid and effective.

(c) The guarantee shall reach all payment services listed in Article 1.2 of Law 16/2009 of 13 November and shall cover all the funds belonging to the payment service users who are in power of the payment institution, including those relating to transitional situations for traffic operations, at the time the order for the declaration of competition is issued. It shall also cover the funds held by the agents of the payment institution.

(d) Without prejudice to Articles 10, 12 and 15 of Law 50/1980 of 8 October of an insurance contract, the guarantee or insurance agreement shall not contain any clause whose performance is beyond the direct control of the payment entity and which allows the guarantee provider or insurance to unilaterally cancel or reduce the maturity of such guarantee or insurance.

e) The guarantee or insurance shall be made effective in the event that the payment institution's declaration of competition has been issued. Declared the contest, and unless otherwise provided by the insolvency administration, the payment services which had been requested from the payment institution shall be immediately executed. The remaining funds shall be paid directly to the accounts in the view associated with the payment accounts.

(f) The credit institution or insurer providing the security or insurance referred to in this paragraph may not belong to the same group, in accordance with Article 42 of the Trade Code, which the payment institution guaranteed or secured.

g) The credit institution providing the guarantee shall have a minimum credit rating for long-term exposures of A1, A + or assimilated to a risk rating agency, granted by a credit rating agency. credit rating that would have been registered in accordance with the provisions of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. In the case of insurance, it is sufficient for the insurance institution to have the corresponding administrative authorisation.

Article 18. Own resources.

1. The own resources of the payment institution may not be less than the greater than the amount referred to in Articles 2 (c) and 19.

2. The Banco de España is authorised to take the necessary measures to prevent the multiple use of items which can be considered as own resources when the payment institution belongs to the same group of another payment institution, credit institution, investment firm, asset management company or insurance undertaking. This paragraph shall also apply where a payment institution provides one of the payment services referred to in Article 1.2 of Law 16/2009 of 13 November and simultaneously carries out other activities.

Article 19. Calculation of the own resources requirements.

1. Without prejudice to the initial capital requirements laid down in Article 2 (c) and to the powers referred to in Articles 8.2 and 9.3.d) of Law 16/2009 of 13 November, the Bank of Spain shall be granted the own resources of the payment institutions. at least equal to the sum of the following elements multiplied by the scale factor k, as set out in paragraph 2, in which the volume of payments (VP) accounts for a twelfth of the total amount of the payment transactions executed by the payment entity during the previous year:

a) 4.0 percent of the VP stretch to 5 million euros, more.

b) 2.5 percent of the VP tranche between 5 million euros and 10 million euros, more.

c) 1 percent of the VP tranche between 10 million euros and 100 million euros, more.

d) 0.5 percent of the VP tranche between 100 million euros and 250 million euros, more.

e) 0.25 percent of the VP tranche above 250 million euros.

2. The scale factor k referred to in paragraph 1 shall be as follows:

a) 0.5 in case the payment entity only provides the money-sending payment service.

(b) 0,8 in the case of the payment institution executing payment transactions in which the consent of the payer is transmitted to the execution of a payment transaction by means of telecommunication, digital or computer devices; make payment through the network operator or telecommunication or IT system, which acts solely as an intermediary between the payment service user and the provider of goods and services.

(c) 1 in case the payment institution provides any of the payment services listed in points (a) to (e) of Article 1.2 of Law 16/2009 of 13 November.

3. By way of derogation from the foregoing paragraphs, the Banco de España, taking into account the specificities of the business of a payment institution, and in order to improve its solvency, protect the interests of users of payment services or of their own payment system, or in favour of the effective supervision of the institution, may, on its own initiative, after hearing the institution, or at the request of the payment institution concerned, provide a reasoned resolution of its own resources, such as minimum equal to the amount resulting from the application of one of the following methods:

(a) The own resources of the payment institutions shall be at least equal to 10% of their general expenses for the previous year.

The Banco de España may adjust this requirement in case the activity of a payment institution has recorded a substantial change since the previous year. Where a payment institution has not yet completed a year of activity on the date of calculation, the own resources shall be equal to 10% of the corresponding general expenses provided for in its business plan, unless the Bank of Spain requires modification of that plan.

(b) The own resources of the payment institution shall be at least equal to the relevant indicator, as defined below in point (i), multiplied by the multiplication factor set out in point (ii), and multiplied by its for the scale factor k, as set out in paragraph 2:

i) the relevant indicator is the sum of the following items:

1.) Interest income,

2. º) interest expense,

3. º) fees and fees received, and,

4. º) other operating income.

Each element will be included in the sum with its positive or negative sign. Revenue in respect of extraordinary or irregular items may not be included in the calculation of the relevant indicator. The costs incurred in the outsourcing of services provided by third parties may reduce the relevant indicator if the expenditure is incurred by a company subject to supervision under Law 16/2009 of 13 November. The relevant indicator is calculated on the basis of the last 12 monthly observations at the end of the last financial year.

However, the own resources calculated according to this method may not be less than 80 percent of the average of the last three exercises for the relevant indicator.

When audited figures are not available, business estimates can be used;

ii) the multiplication factor shall be:

1. º) 10 percent of the relevant indicator tranche up to 2.5 million euros.

2. º) 8 percent of the relevant indicator tranche between 2.5 million euros and 5 million euros.

3. º) 6 percent of the relevant indicator tranche between 5 million euros and 25 million euros.

4. º) 3 percent of the relevant indicator tranche between 25 million euros and 50 million euros.

5. º) 1.5 percent above 50 million euros.

The entity should start applying the new method within the time limit set by the Bank of Spain, which may not be less than 6 months.

4. The Bank of Spain shall determine the accounting items to be included in the definitions referred to in this Article.

Article 20. Adoption of measures to return to compliance with the rules on own resources.

1. Where a payment institution has a deficit of own resources in respect of those required under this royal decree, the institution shall inform the Bank of Spain immediately and shall submit within one month, from the date of the (a) communication of the information above to the Banco de España, a programme setting out the plans to return to compliance, unless the situation has been corrected in that period. The programme shall contain at least the aspects relating to the identification of the determining causes of the non-compliance, the plan to return to compliance which may include limitation to the development of activities involving risks high, divestiture in particular assets, or measures for raising the level of own resources and foreseeable deadlines for returning to compliance.

This program must be approved by the Banco de España, which may include any modifications or additional measures it deems necessary to ensure the return to the minimum levels of own resources required. The programme presented shall be deemed to have been approved if no express resolution has been produced within three months of its submission to the Bank of Spain.

2. Where the Banco de España, in accordance with Article 8.2.b) of Law 16/2009 of 13 November, requires a payment institution to maintain own resources in addition to those required under Article 18, and that requirement is the entity's own resources are insufficient, the entity will present within one month, from the communication of its decision by the Banco de España, a program in which the plans to comply with the additional, unless the situation has been corrected in that period. This programme must be approved by the Bank of Spain, which may include any amendments or additional measures it deems necessary. The programme presented shall be deemed to have been approved if no express resolution has been produced within three months of its submission to the Bank of Spain.

Article 21. Implementation of results in the event of non-compliance with own resources rules.

1. Where a payment institution presents a deficit of own resources exceeding 20% of those required under this royal decree, the institution shall allocate to reserves all net profits or surpluses, unless the Bank of Spain authorises otherwise, by approving the return programme to the fulfilment referred to in the previous Article.

2. Where the own resources deficit is equal to or less than 20%, the institution shall submit its distribution of results to the prior authorisation of the Banco de España, which shall establish the minimum percentage to be allocated to reserves on the basis of the programme submitted to return to compliance with Article 18.

The authorization of the Banco de España shall be deemed to have been granted if one month after the request has not been expressed by express resolution.

3. The Bank of Spain may establish the terms in which, where appropriate, the limits to the distribution of dividends referred to in paragraphs 1 and 2 of this Article may be applied to the financial or financial subsidiaries of an institution of payment.

4. The provisions of this Article and the foregoing shall be without prejudice to the application, where appropriate, of the penalties provided for in Law 26/1988 of 29 July 1988, in accordance with the provisions of Article 51 of Law 16/2009, of 13 September 1988. November.

Article 22. Payment accounts for payment institutions.

1. The operational limitations of the payment accounts of the payment institutions provided for in this Article and in Article 9.2 of Law 16/2009 of 13 November of 13 November shall be duly indicated in the relevant documents. contractual to be formalized with payment service users.

2. The opening of a payment account shall, necessarily, be linked to the prior existence or simultaneous processing of a payment order whose payer or payee shall be a third party other than the account holder.

3. Any payment account shall, from its opening and at all times, have an account of the deposit of cash opened by one of its holders in a credit institution authorised in the European Union, to which the balance of the account of the account is to be transferred. payment when the same does not present any operation in the last year. The entries and exits made by the account holder itself shall not be computed as an operation for these purposes.

When for some reason the associated account does not exist, the payment institution shall make available to the payment account holder the balance of the account, either in its own headquarters, or by depositing it in its name in an account. in the view of a credit institution authorised to raise repayable funds from the public subject to prudential supervision and domiciled in a Member State of the European Union or the Organisation for Economic Cooperation and Development.

All the payment account holders will be informed in a timely manner.

4. Without prejudice to Article 9 (3) of Law 16/2009 of 13 November, in connection with the granting of claims by payment institutions, the payment accounts of those institutions may only present a debtor balance as a result of the the result of the provision of payment services initiated by the beneficiary of payment services, but never by payment transactions initiated directly by the payer holding the payment account.

The debtor balances of the payment accounts shall be returned within the maximum period of one month and their amount may not exceed, at any time, the amount of EUR 600.

TITLE V

Hybrid payment entities and the duty to set up a separate payment institution

Article 23. Hybrid payment entities.

1. For the purposes of this Article, hybrid payment institutions shall be defined as those which, in addition to providing payment services under Article 1.2 of Law 16/2009 of 13 November, carry out some other economic activity, as established in Article 9.1.c) of the same Law.

2. The following specific forecasts apply to hybrid payment institutions.

(a) In relation to the requirements for carrying out the activity, the hybrid payment institutions must have at least one senior manager with the nature of a director-general or an equivalent, responsible for the management of the payment and ancillary services to which it is authorised.

This manager shall be in possession of the necessary knowledge for the provision of payment services referred to in Article 2. (e) Where the institution has a collegiate body of administration, such knowledge shall also be required of at least one of its members.

b) Regarding the requirements of the request:

(i) Information on the general managers and assimilated persons referred to in Article 3.1.j. shall be presented by distinguishing between those who are directly responsible for the provision of payment services and the remaining.

(ii) The information referred to in points (f), (g) and (h) of Article 3.1 shall specify the procedures and organisational structures intended to prevent the risks of the applicant's economic activities from affecting the interests of the payment service users or the enforcement of the applicable sectoral and anti-money laundering and terrorist financing rules.

(iii) The payment institution shall provide sufficient information on the economic activities that it is carrying out or intends to carry out and which determine its rating as a hybrid payment entity, as well as a forecast of its developments in the medium term.

It shall also accompany information on the possible linkage or synergy, commercial, operational, or any other nature, between those activities and those for payment for which authorization is sought, as well as on the mechanisms to ensure the separation of the responsibilities acquired in the exercise of payment activities. In case it intends to provide the mixed accounts referred to in Article 10.2 of Law 16/2009 of 13 November, the report shall specify its main characteristics.

c) As far as the High Charge Register is concerned, it will only be necessary to register administrators and senior managers who will have direct responsibility for the management of payment services.

(d) As regards the amendment of the social statutes, they shall require prior authorisation only in accordance with Article 5, those amendments affecting or likely to affect the activity of the provision of services. of payment.

e) Regarding monitoring:

i) In the exercise of the powers of control and inspection of the payment institutions, which is attributed to it by Article 15.1 of Law 16/2009 of 13 November, the Banco de España may request hybrid payment institutions information on the economic activities that it is carrying out or intends to carry out, which determine their qualification as such and which are relevant to the exercise of their supervisory function.

(ii) The obligations of professional secrecy laid down in Article 16.2 of Law 16/2009 of 13 November shall also be observed in relation to the information referred to in the preceding point.

(f) As regards payment accounts, in the event that only a fraction of the funds in the accounts are held for the provision of payment services, where the assumption of inactivity referred to in the Article 22.3, the balance of those accounts may be used only in the provision of services other than payment services.

(g) As regards accounting, the separate information referred to in Article 14.4 of Law 16/2009 of 13 November, shall have sufficient detail, in the terms established by the Bank of Spain, to ensure its easy reconciliation with the reserved states to be determined by the Bank, and allow an appropriate comparison with the public information provided by the other payment institutions.

Article 24. The obligation to set up a separate payment institution.

1. As provided for in Article 9.1 of Law 16/2009 of 13 November, a hybrid payment institution must constitute a separate entity for the activity of the payment services, in the event that the Banco de España so requires to appreciate the activities of the payment institution in relation to services other than payment services are detrimental or likely to prejudice the financial soundness of the payment institution or the ability of the competent authorities to monitor the completion of the payment of the obligations established for the payment institution.

2. The Banco de España will decide on the duty to constitute a separate payment institution after hearing the entity concerned. In its notification, it shall state the conditions for the establishment of the separate payment institution, determining which activities of those not referred to in Article 1.2 of Law 16/2009, of 13 November, are detrimental or liable to impair the soundness of the payment financial institution of the payment institution or the capacity of the Banco de España to monitor compliance with the obligations laid down in the applicable legislation, or any other end whose reform is deemed necessary to ensure compliance with the obligations the above obligations.

3. The establishment of the separate entity for the activity of payment services shall be processed in accordance with Article 1, with the corresponding application to the Directorate-General of the Treasury and Financial Policy in the 3 months from the date of notification of such a requirement by the Banco de España. After that period without the application for a previous authorisation being submitted, or refused, and where the hybrid payment institution does not cease its activities within three months, the authorisation granted to the hybrid payment institution may be revoked pursuant to Article 7 (1) (f) of Law 16/2009 of 13 November.

Once the separate entity is established, the transfer of activities must be carried out within the maximum period of three months from the authorisation.

TITLE VI

Other provisions concerning the legal regime for payment services

Article 25. Low-value payment instruments and electronic money.

In the case of payment instruments which, under the framework contract, only affect individual payment transactions not exceeding EUR 30 or which either have an expenditure limit of EUR 150 or allow the storage of funds that do not exceed at no time the amount of EUR 150, payment service providers may agree with their payment service users that:

(a) Articles 27.b), 28.c), 28.d), 32.3 and 32.4 of Law 16/2009 of 13 November shall not apply if the payment instrument does not permit the blocking or prevention of future uses.

(b) Articles 30, 31, 32.1 and 32.2 of Law 16/2009 of 13 November shall not apply if the payment instrument is used anonymously or the payment service provider is unable, for other reasons intrinsic to the payment service payment instrument, to demonstrate that the payment transaction has been authorised.

(c) By way of derogation from Article 36.1 of Law 16/2009 of 13 November, the payment service provider shall not be required to notify the payment service user of his or her rejection of the payment order, if not implementation is evident in the context in question.

(d) Without prejudice to Article 37 of Law 16/2009 of 13 November, the payer may not revoke the payment order once the payment order or his consent has been transmitted to the beneficiary.

(e) By way of derogation from Articles 40 and 41 of Law 16/2009 of 13 November, other periods of implementation shall apply.

Article 26. Limited networks.

By virtue of Article 3.k) of Law 16/2009 of 13 November, they are not subject to the regulation of payment services, services based on instruments whose use is limited:

a) to the issuer's establishments, or;

(b) within a limited network of suppliers having concluded a direct trade agreement with the issuer of the instrument.

The use of an instrument shall be deemed to be limited to a limited network if it can only be used for the acquisition of goods and services in a particular chain of suppliers of goods or services, or for a series limited goods and services, whatever the location of the point of sale.

The suppliers of goods and services incorporated into one of these limited networks must have signed a contract under which the obligations common to all of them are recognised for the acceptance of the instrument and the rights of users of the same who, in any case, must be identical regardless of the supplier of the good or service.

TITLE VII

Sanctioning and Monitoring Regime for Payment Entities

Article 27. Sanctioning regime.

1. Payment institutions, as well as those who have administrative or management positions in them, shall apply to them, as provided for in Article 51 of Law 16/2009 of 13 November, the sanctioning regime established in the Title I of Law 26/1988 of 29 July on Discipline and Intervention of Credit Entities.

Such a scheme shall also apply to natural or legal persons who hold a significant share in the payment institution, as provided for in Article 6.3 of Law 16/2009 of 13 November, and those which having Spanish nationality, monitor a payment institution of another Member State of the European Union. The responsibility will also be met by those who have management or management positions in the responsible entities.

2. In accordance with the provisions of Article 4 (m) of Law 26/1988 of 29 July, the reiteration in the serious infringement by the payment institution shall be deemed to be a very serious infringement where, during the five years preceding its committee, the was imposed on the entity for the same type of infringement.

3. The non-compliance, which is merely occasional or isolated from the rules of discipline set out in Article 51.3 of Law 16/2009, of 13 November, where this does not put the payment institution at serious risk, nor does it affect the users of its services or of the payments system as a whole, will be sanctioned as a minor infringement.

4. Payment institutions, as well as those who have administrative or managerial positions in the payment institutions, who infringe the rules of organisation and discipline set out in Article 51.3 of Law 16/2009 of 13 November, shall commit a serious infringement. punishable under Title I of Law 26/1988 of 29 July, provided that they are not of an occasional or isolated nature.

This liability shall also be met by natural or legal persons who hold a significant share in the payment institution as provided for in Article 6.3 of Law 16/2009 of 13 November, and who have Spanish nationality, control a payment institution of another Member State of the European Union. The responsibility will also be met by those who have management or management positions in the responsible entities.

Article 28. Information on the capital structure of the payment institutions.

1. Payment institutions shall inform the Bank of Spain, as soon as they are aware, of any acquisition of a significant share, indicating, where appropriate, the identity of their new holder, in order to enable the Banco de España to assess the validity of the requirements required to preserve the authorisation.

2. The Bank of Spain may request the obligation to carry out the communication referred to in Article 6.4 of Law 16/2009 of 13 November, and of the payment institution itself, the referral of any information that may be appropriate to assess the suitability of those as holders of significant participation in the payment institution.

3. Where it is apparent from the analysis of the information referred to in this paragraph that the indicated partners lack the required suitability, or do not provide the information requested, the Banco de España shall inform the interested parties and the payment institution, indicating, by means of the appropriate requirement, the need for them to reduce their participation in order to avoid the initiation of the relevant authorisation revocation file, as well as the measures which, in the meantime, should be adopted in order to prevent the influence exerted by such persons from being to the detriment of the sound and prudent management of the institution. After the deadline set out without the interested parties having reduced their participation, the Banco de España may initiate the relevant authorisation revocation file.

4. In accordance with paragraph 1, payment institutions shall, in the form and conditions to be determined by the Bank of Spain, send to the Bank of Spain information on financial institutions which they hold, directly or indirectly, holdings in their capital, as well as any person holding at least 2.5 percent of their capital.

Article 29. Professional secrecy.

1. All persons who perform an activity for the Banco de España and have had knowledge of data of a reserved nature are obliged to keep secret. Failure to comply with this obligation shall determine the criminal and other responsibilities provided for by the laws. Such persons shall not be able to provide a statement or testimony or to publish, communicate or display data or documents reserved, even after they have ceased their service, except for express permission granted by the competent authority of the Banco de España. If such permission is not granted, the person concerned shall keep the secret and shall be exempt from the responsibility of that person.

2. The same strict professional secrecy shall be observed in relation to the exchange of information referred to in Articles 16.1 and 16.3 of Law 16/2009 of 13 November of payment services.

Single transient arrangement. Special scheme for the conversion into payment institutions of the currency exchange establishments referred to in the second transitional provision of Law 16/2009 of 13 November.

1. Currency exchange establishments which have been authorised for the management of transfers abroad before the entry into force of this royal decree, in accordance with the provisions of the last subparagraph of paragraph 1 of the Second transitional provision of Law 16/2009 of 13 November, they shall validate their authorisation or become a payment institution in the manner provided for in the preceding paragraphs of that paragraph.

2. For the purposes of the validation of the authorisation provided for in the second subparagraph of paragraph 1 of the second transitional provision of Law 16/2009 of 13 November, the approved currency exchange establishments for the management of transfers abroad will have to prove to the Banco de España the fulfilment of all the requirements laid down in that Law and in this Royal Decree, with the exception of those provided for in paragraphs (a), (c), (d) and (e) of Article 2 of this royal decree.

3. The Banco de España may require currency exchange establishments, for the purposes of the validation of their authorisation, to ensure that any other end of the legal regime of the payment institutions is accredited.

Single repeal provision. Regulatory repeal.

As many rules of equal or lower rank are repealed, they oppose the provisions of this royal decree.

Final disposition first. Competence title.

This royal decree is issued in accordance with the provisions of Article 149.1.6., 11. and 13. of the Constitution.

Final disposition second. Powers of development.

The Minister of Economy and Finance is empowered to make the necessary provisions for the development and implementation of this royal decree.

Final disposition third. Incorporation of European Union law.

This royal decree partially incorporates into Spanish law Directive 2007 /64/EC of the European Parliament and of the Council of 13 November 2007 on payment services in the internal market, amending Directives 97 /7/EC, 2002 /65/EC, 2005 /60/EC and 2006 /48/EC repealing Directive 97 /5/EC.

Final disposition fourth. Entry into force.

This royal decree will enter into force on the day following its publication in the "Official State Gazette".

Given in Madrid, 28 May 2010.

JOHN CARLOS R.

The Second Vice President of the Government and Minister of Economy and Finance,

ELENA SALGADO MENDEZ