Royal Decree-Law 10/2012 of 23 March 2012 amending certain financial rules in relation to the powers of the European Supervisory Authorities, initiated the transposition into the Spanish legal system of Directive 2010 /78/EU of the European Parliament and of the Council of 24 November 2010 amending Directives 98 /26/EC, 2002 /87/EC, 2003 /6/EC, 2003 /41/EC, 2003 /71/EC, 2004 /39/EC, 2004 /109/EC, 2005 /60/EC, 2006 /48/EC, 2006 /49/EC and 2009 /65/EC in relation to the powers of the European Supervisory Authority (European Banking Authority), the European Supervisory Authority (European Insurance and Occupational Pensions Authority) and the European Supervisory Authority (European Securities and Markets Authority).

This directive is part of the so-called monitoring package, which was created by the European supervisory authorities, as well as a supervisory authority at the macroeconomic level: the European Risk Board. Systemic (JERS). In particular, the Directive introduces amendments to the sectoral directives to integrate these authorities into the European framework of cooperation between supervisors and to enable these authorities to comply with the tasks set out in their directives. respective regulations.

This royal decree completes the transposition of Directive 2010 /78/EU of 24 November, in order to incorporate the obligation of collaboration, information and communication of the competent authorities, Banco de España and Commission National of the Securities Market (CNMV), with the relevant European supervisory authorities. In this way, the adaptation of the national supervisory scheme to the obligations arising from the European Union's right of establishment of the European supervisory framework provided for in those instruments is terminated. essential to avoid the reproduction of financial practices that were at the origin of the economic crisis.

Taking into account these premises, this royal decree is composed of seven articles, each of which introduces modifications, in the lines mentioned above, in the following rules: the Law 13/1989, of 26 May, of Credit Unions, approved by Royal Decree 84/1993 of 22 January; Royal Decree 1245/1995 of 14 July 1995 on the creation of banks, cross-border activity and other matters relating to the scheme The legal basis of the credit institutions; the Royal Decree 1310/2005 of 4 November 2005, for which the partially develops the Law 24/1988, of 28 July, of the Stock Market, in matters of admission to trading of securities in official secondary markets, of public offers of sale or subscription and of the prospectus required for such purposes; the Real Decree 1332/2005 of 11 November 2005 on the development of Law 5/2005 of 22 April of the supervision of financial conglomerates and amending other laws of the financial sector; Royal Decree 1362/2007 of 19 October 2007 that the Law 24/1988, of 28 July, of the Market of Securities, in relation to the requirements of transparency concerning information on issuers whose securities are admitted to trading on an official secondary market or on another regulated market in the European Union; Royal Decree 216/2008 of 15 February 2008 on own resources the financial institutions; and Royal Decree 217/2008 of 15 February on the legal status of investment firms and other entities providing investment services and amending in part the Regulation of the Law 35/2003, of 4 November, of Institutions of Collective Investment, approved by the Royal Decree 1309/2005 of 4 November 2005.

The royal decree concludes with a derogation provision, which contains a general clause, and three final provisions. As the final disposition points out, the royal decree is dictated in accordance with the competition titles contained in Articles 149.1.6., 11. and 13. of the Spanish Constitution. Finally, the second and third final provisions contain, respectively, the reference to the incorporation of European Union law and the date of its entry into force.

The processing of this royal decree observed the period of public hearing and the required reports were obtained, including those of the CNMV and the Banco de España for being the Spanish competent authorities that assume the an obligation to cooperate, inform and communicate with the European Supervisory Authorities.

In its virtue, on the proposal of the Minister of Economy and Competitiveness, with the prior approval of the Minister of Finance and Public Administrations, according to the State Council and after deliberation by the Council of Ministers in their meeting on 21 September 2012.

DISPONGO:

Article first. Amendment of the Implementing Regulation of Law 13/1989, of 26 May, of Credit Cooperatives approved by Royal Decree 84/1993, of 22 January.

Article 1 (5) of the Implementing Regulation of Law 13/1989, of 26 May, of Credit Cooperatives, approved by Royal Decree 84/1993, of 22 January, is worded as follows:

" 5. The entries in the special register referred to in paragraph 3 above, as well as the losses thereof, shall be published in the 'Official Gazette of the State' and shall be communicated to the European Banking Authority. '

Article 2. Amendment of Royal Decree 1245/1995 of 14 July on the establishment of banks, cross-border activity and other matters relating to the legal status of credit institutions.

Article 1 (4) of Royal Decree 1245/1995 of 14 July 1995 on the creation of banks, cross-border activity and other matters relating to the legal framework of credit institutions is hereby drawn up in the following terms:

" 4. The entries in the Special Register referred to in paragraph 3 above, as well as the casualties therein, shall be published in the 'Official State Gazette' and shall be communicated to the European Banking Authority. '

Article 3. Amendment of Royal Decree 1310/2005 of 4 November 2005, for which the Law 24/1988, of 28 July, of the Market of Securities, on admission to trading of securities in official secondary markets, of bids is partially developed public for sale or subscription and the prospectus required for such purposes.

Royal Decree 1310/2005 of 4 November 2005, for which the Law 24/1988, of 28 July, of the Market of Securities, on admission to trading of securities in official secondary markets, of bids is partially developed public selling or subscription and the prospectus required for such purposes, is amended as follows:

One. Article 24 (3), (5) and (6) are worded as follows:

" 3. The CNMV shall notify the person applying for admission to trading on a Spanish secondary market or on another regulated market domiciled in the European Union of its decision on the approval of the prospectus within the maximum period of 10 days. Business from the presentation of the prospectus project.

The CNMV may set lower deadlines depending on the format of the prospectus, the type of value, and the type of issuer.

The lack of express resolution of the CNMV within the time limit set forth in this article will be out of order in accordance with the provisions of Article 26.4 of Law 24/1988 of 28 July of the Securities Market.

The CNMV shall notify the European Securities and Markets Authority of the approval of the prospectus and its possible supplements at the same time as such approval is notified to the person applying for admission to trading on a market regulated. The CNMV shall provide the European Securities and Markets Authority at the same time with a copy of the said prospectus and its possible supplements. "

" 5. Where the CNMV is required to approve the prospectus as Spain the home Member State, the CNMV may transfer this competence to the competent authority of another Member State of the European Union, subject to notification to the Authority. European Securities and Markets and provided that it has the agreement of the competent authority. This decision shall be notified to the person applying for admission to trading within three working days of their adoption.

6. The CNMV may accept, after notification to the European Securities and Markets Authority, the transfer of prospectuses from the competent authority of another Member State of the European Union for approval. The period referred to in paragraph 3 shall apply from the date on which the competent authority of the home Member State notifies the transfer. '

Two. The first subparagraph of Article 25 (1) shall be read as follows:

" 1. Once the prospectus has been approved by the CNMV, it must be registered in the corresponding administrative register and will be made available to the public by the person asking for admission to negotiation as soon as practicable and, in any case, within of a reasonable period before the admission to trading of the securities concerned or, at most, at that time. The inclusion of the prospectus in the registration of Article 92.b) of Law 24/1988, of July 28, does not constitute publication for the purposes of this article. "

Three. Article 29 is worded as follows:

" Article 29. Cross-border effectiveness of the brochures approved by the CNMV.

1. In accordance with the provisions of the first paragraph of Article 29 of Law 24/1988 of 28 July, the prospectus approved by the CNMV, as well as its supplements, shall be valid for admission to trading on any regulated markets of the Host Member States, provided that the CNMV notifies the European Securities and Markets Authority and the competent authority of the host Member State in accordance with the provisions of the following paragraph.

2. At the request of the person requesting the admission or the person responsible for drawing up the prospectus, the CNMV, within three working days of that request or, if the request is submitted in conjunction with the draft prospectus, on the following working day of approval, it shall provide the European Securities and Markets Authority and the competent authority of the host Member State or Member States with a certificate of approval attesting that the prospectus has been drawn up in accordance with the rules adopted by the Member States for the transposition of the Directive 2003 /71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001 /34/EC and a copy of that prospectus. Where appropriate, this notification shall be accompanied by the translation of the summary drawn up under the responsibility of the person applying for admission or the person responsible for drawing up the prospectus. The same procedure shall be followed for any supplement to the prospectus.

3. Where the inclusion of certain information has been excepted in accordance with the provisions laid down in the ministerial order for the development of Article 27.4 of Law 24/1988 of 28 July 1988, it shall be declared on the certificate, as well as its justification.

4. The list published on the website of the CNMV referred to in the second paragraph of Article 29 of Law 24/1988 of 28 July shall be kept up to date and each of its elements shall be kept on the website for a minimum period of 12 months. months. "

Four. Article 30 is worded as follows:

" Article 30. Effectiveness in Spain of prospectuses approved in other Member States of the European Union.

In accordance with the third paragraph of Article 29 of Law 24/1988 of 28 July, the prospectus approved by the competent authority of the home Member State, as well as its supplements, shall be valid for the admission to trading on official Spanish secondary markets, provided that such competent authority refers to the European Securities and Markets Authority and to the CNMV the documentation referred to in paragraph 2 of the previous article of this royal decree. In this case, the CNMV shall refrain from approving such a prospectus or from carrying out any administrative procedure in relation to it. Where appropriate, the European Securities and Markets Authority and the CNMV may draw the attention of the competent authority of the home Member State when it warned of the need to publish a supplement to the prospectus if new factors were to occur. significant, inaccuracies or errors that are relevant. "

Five. Article 44 (1) is hereby worded as follows:

" 1. In accordance with Article 85 of the Law 24/1988 of 28 July 1988, the CNMV may obtain from the persons listed in Article 84 of that Law any information it deems relevant to the matters of the law. related in this royal decree. In particular it may:

a. Require the prospectus officer to complete the information provided to comply with the requirements of the relevant section of the prospectus model.

b. Require issuers, offerors or persons applying for admission to trading on an official Spanish secondary market or on a regulated market, and the persons who control them or are controlled by them, to provide information and documents on the related matters in this royal decree.

c. To require the directors of the issuer, the offeror or the person applying for admission to trading on an official Spanish secondary market or on a regulated market, as well as the financial intermediaries responsible for making the offer to the public or request admission to negotiation, which provide information on the related matters in this royal decree.

d. Perform as many inspections as necessary.

The European Securities and Markets Authority may participate in on-site inspections to be carried out jointly between the CNMV and another competent authority of the European Union. "

Article 4. Amendment of Royal Decree 1332/2005 of 11 November 2005 implementing Law 5/2005, of 22 April, of supervision of financial conglomerates and amending other laws of the financial sector.

Royal Decree 1332/2005 of 11 November 2005, for the development of Law 5/2005, of 22 April, of supervision of financial conglomerates and amending other laws of the financial sector, is amended as follows: follows:

One. A new point (c) is added to Article 11 (3):

" (c) Mechanisms established to contribute to the development and development, if necessary, of instruments and plans for rescue and resolution. Such mechanisms shall be regularly updated as determined by the coordinator. '

Two. Article 15 (3) is worded as follows:

" 3. The coordinator shall also inform the competent authorities that have authorised the regulated entities in the financial conglomerate, the designation of the required entity and their status as coordinator, to the competent authorities of the financial conglomerate. competent authorities of the Member State in which the mixed financial holding company has its registered office, if any, as well as the Joint Committee of the European Supervisory Authorities referred to in Articles 54 to 57 of Regulations (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010 2010 establishing a European Supervisory Authority (European Banking Authority), No 1094/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Insurance Authority) and Retirement Pensions) and No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority). '

Article 5. Amendment of Royal Decree 1362/2007 of 19 October 2007 implementing Law 24/1988 of 28 July on the Stock Market in relation to the transparency requirements relating to information on issuers whose securities are admitted to trading on an official secondary market or on another regulated market in the European Union.

A new paragraph 3 is added to Article 21 of Royal Decree 1362/2007 of 19 October 2007 on the development of the Law 24/1988 of 28 July on the Stock Market in relation to the transparency requirements relating to the information on issuers whose securities are admitted to trading on an official secondary market or on another regulated market in the European Union:

" 3. The CNMV shall inform the European Securities and Markets Authority of the exemptions it grants in accordance with this Article. '

Article 6. Amendment of Royal Decree 216/2008 of 15 February of own resources of financial institutions.

Royal Decree 216/2008 of 15 February of own resources of financial institutions is amended as follows:

One. A new paragraph is added at the end of Article 76a (2):

" If at the end of the initial period of two months any of the competent authorities concerned has referred the matter to the European Banking Authority in accordance with Article 19 of Regulation (EU) No 1093/2010 European and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Banking Authority), amending Decision No 716 /2009/EC and repealing Commission Decision 2009 /78/EC, the Banco de España will postpone its resolution and will await the decision that the European Banking Authority may take from in accordance with Article 19 (3) of that Regulation. It shall subsequently decide in accordance with the decision of the European Banking Authority. The period of two months shall be considered as the period of conciliation within the meaning of Article 19 of that Regulation. The Bank of Spain may not refer the matter to the European Banking Authority after the end of the initial period of two months or after a joint decision has been taken. '

Two. Article 76b (1) is worded as follows:

" 1. In the colleges of supervisors referred to in Article 10c of Law 13/1985 of 25 May, they may participate: the European Banking Authority as it considers appropriate in order to promote and control the efficient, effective and efficient functioning of the consistent with those colleges in accordance with Article 21 of Regulation (EU) No 1093/2010, the competent authorities responsible for the supervision of subsidiaries of a parent credit institution of the European Union or a financial company of the parent portfolio of the European Union, and the competent authorities of the Member State in which they are established significant branches, central banks where appropriate, as well as, where appropriate, competent authorities of third countries, subject to confidentiality requirements which are equivalent, in the opinion of all competent authorities, to the provisions of Article 6 of Royal Decree-Law 1298/1986 of 28 June. '

Three. A new paragraph is added at the end of Article 107a (2):

" If at the end of the initial period of two months any of the competent authorities concerned has referred the matter to the European Securities and Markets Authority in accordance with Article 19 of Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716 /2009/EC and repealing Commission Decision 2009 /77/EC, the CNMV will postpone its resolution and will wait for the decision that the European Authority of Securities and Markets may adopt in accordance with Article 19 (3) of that Regulation. It shall subsequently decide in accordance with the decision of the European Securities and Markets Authority. The period of two months shall be considered as the period of conciliation within the meaning of Article 19 of that Regulation. The CNMV may not refer the matter to the European Securities and Markets Authority after the end of the initial period of two months or after a joint decision has been taken. '

Four. Article 107b (1) is worded as follows:

" 1. The European Securities and Markets Authority may participate in the colleges of supervisors referred to in Article 91 (f) of Law 24/1988 of 28 July 1988 on the Stock Market as it considers appropriate in order to promote and control the efficient, effective and consistent functioning of the colleges of supervisors in accordance with Article 21 of Regulation (EU) No 1093/2010, the competent authorities responsible for the supervision of subsidiaries of a service company the parent investment of the European Union or a parent financial holding company in the European Union; and competent authorities of the Member State in which significant branches are established, central banks where appropriate, as well as, where appropriate, competent authorities of third countries, subject to confidentiality requirements which are equivalent, in the opinion of all the competent authorities, to the requirements laid down in Article 90 of Law 24/1988 of 28 July 1988 on the Stock Market. '

Five. Article 108 (1) (d) and (e) shall be worded as follows:

" d) In accordance with the provisions of Article 91a of Law 24/1988 of 28 July 1988 on the Securities Market, enter into arrangements for coordination and cooperation with other competent authorities which are intended to facilitate and establish effective monitoring of the groups entrusted to their supervision and take on the additional tasks resulting from such agreements.

In particular, and as provided for in Article 85.1 (b) of Law 24/1988 of 28 July 1988 on the Securities Market, the CNMV, when it is responsible for the authorisation of the subsidiary of an investment firm, may subscribe to a bilateral agreement in accordance with Article 28 of Regulation (EU) No 1093/2010 of 24 November 2010, to delegate its supervisory responsibility to the competent authorities which have authorised and supervise the parent undertaking, in order to they are responsible for the supervision of the subsidiary in accordance with the provisions of this royal decree. The European Securities and Markets Authority should be kept informed of the existence and content of such agreements.

e) Advert, as soon as possible, to the Minister of Economy and Competitiveness, and to the other supervisory, national or foreign authorities, affected, to the European Securities and Markets Authority and to the European Board of Systemic risk of the emergence of an emergency situation, including a situation as defined in Article 18 of Regulation (EU) No 1095/2010 of 24 November 2010, and in particular adverse developments in the financial markets, that can compromise liquidity in the market and the stability of the financial system any Member State of the European Union in which entities of a group have been authorised or where significant branches are established as referred to in Article 9d of the Law 24/1988 of 28 July 1988 on the Market in Values. "

Six. Article 108 (2) is worded as follows:

" 2. The CNMV shall cooperate closely with other competent authorities in the granting of the authorisation for the use of internal credit ratings or internal methods of measurement of the operational risk to be applied in Spanish business groups investment services and in the determination of the conditions, to which, where appropriate, it shall be subject.

Applications for authorisation shall be submitted by a parent investment firm of the European Union and its subsidiaries or jointly by the subsidiaries of a parent financial holding company in the European Union. They shall be directed to the CNMV as the authority responsible for the exercise of the supervision of the consolidable groups of investment firms.

In these cases, within a period of no more than six months from the date of receipt of the complete application, the CNMV will promote the adoption of a joint decision on the application with the other authorities. the competent authorities of other Member States entrusted with the supervision of the various entities incorporated in the group. To that end, it shall forward the application without delay to the other competent authorities. The reasoned decision setting out this joint decision shall be notified to the applicant by the CNMV.

In the absence of a joint decision between the CNMV and the other competent authorities within six months, the CNMV will resolve the request. The reasoned decision shall take account of the views and reservations of the other competent authorities expressed over the six-month period. The reasoned decision shall be notified to the applicant and to the other competent authorities of the CNMV.

If at the end of the six-month period any of the competent authorities involved has referred the matter to the European Securities and Markets Authority in accordance with Article 19 of Regulation (EU) No 1095/2010 of 24 December 2010, Decision No 716 /2009/EC is amended and Commission Decision 2009 /77/EC is repealed, the CNMV shall defer its decision and await the decision which the European Securities and Markets Authority may take in accordance with the Article 19 (3) of that Regulation. It shall subsequently decide in accordance with the decision of the European Securities and Markets Authority. The period of six months shall be considered as the period of conciliation within the meaning of Article 19 of that Regulation.

In the case of the equivalent procedure governing the rules of the different Member States transposing Directive 2006 /49/EC of the European Parliament and of the Council of 14 June 2006 on the adequacy of the capital of investment firms and credit institutions, in the case of consolidated groups of investment services firms in which a Spanish investment firm, the CNMV, is integrated, as well as cooperate in the joint decision to be taken, may accept, where appropriate, the decisions taken in this respect; the competent authorities of other Member States of the European Union where they are responsible for the supervision of such groups. The Spanish entity concerned shall calculate its own resources requirements in accordance with that decision.

This same procedure shall apply to the recognition of internal models of institutions applying the internal ratings based approach, where the application is submitted by an investment firm. the parent company of the European Union and its subsidiaries, or jointly by the subsidiaries of a parent financial holding company in the European Union. '

Seven. Article 109 (2) is worded as follows:

" 2. The CNMV shall establish a list of the financial holding companies that control investment firms. That list shall be sent to the competent authorities of the other Member States, to the European Securities and Markets Authority and to the Commission. '

Eight. Article 110 (2) is worded as follows:

" 2. In order to carry out such verification, the CNMV shall take into account the guidelines developed by the European Securities and Markets Authority for that purpose. The CNMV shall consult the European Securities and Markets Authority before taking a decision. "

Nine. The last subparagraph of Article 110 (3) is worded as follows:

" Monitoring techniques shall be designed to meet the objectives of consolidated supervision as defined in this Chapter and to be communicated to the other competent authorities involved, to the Commission European and the European Securities and Markets Authority. "

Item seventh. Amendment of Royal Decree 217/2008 of 15 February on the legal status of investment firms and other entities providing investment services and amending the Law Regulation in part 35/2003, dated November 4, of the Collective Investment Institutions, approved by Royal Decree 1309/2005 of 4 November 2005.

Article 13 of Royal Decree 217/2008 of 15 February 2008 on the legal status of investment firms and other entities providing investment services and amending in part the Regulation of Law 35/2003, of 4 November, of Institutions of Collective Investment, approved by Royal Decree 1309/2005, of 4 November, is worded in the following terms:

" Article 13. Communication to the European Securities and Markets Authority and the European Commission.

The CNMV shall communicate to the European Securities and Markets Authority any authorisation of investment services companies in Spain.

Similarly, the CNMV will communicate to the European Securities and Markets Authority and the European Commission the difficulties that Spanish investment firms may find in establishing themselves, or in providing services or carry out investment activities in a non-Member State of the European Union. '

Single repeal provision. Regulatory repeal.

All provisions of equal or lower rank are repealed to be opposed to the provisions of this royal decree.

Final disposition first. Competence title.

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

Final disposition second. Incorporation of European Union law.

This royal decree culminates the incorporation into Spanish law of Directive 2010 /78/EU of the European Parliament and of the Council of 24 November 2010 amending Directives 98 /26/EC, 2002 /87/EC, 2003 /6/EC, 2003 /41/EC, 2003 /71/EC, 2004 /39/EC, 2004 /109/EC, 2005 /60/EC, 2006 /48/EC, 2006 /49/EC and 2009 /65/EC in relation to the powers of the European Supervisory Authority (European Banking Authority), the European Supervisory Authority (Authority) European Insurance and Occupational Pensions) and the European Supervisory Authority (European Securities and Markets Authority), as the transposition of Articles 2, 5, 6, 7 and 9 of Directive 2010 /78/EU is completed.

Final disposition third. Entry into force.

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

Given in Madrid, on September 21, 2012.

JOHN CARLOS R.

The Minister of Economy and Competitiveness,

LUIS DE GUINDOS JURADO