Royal Legislative Decree 4/2015, October 23, Whereby Approving The Consolidated Text Of The Law Of The Stock Market.

Original Language Title: Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores.

Read the untranslated law here: http://www.boe.es/buscar/doc.php?id=BOE-A-2015-11435

Law 20/2014, October 29, which is delegated to the Government the power to enact various consolidated, pursuant to articles 82 and following texts of the Spanish Constitution, empowers the Government, in its article one, paragraph a), to adopt a revised text of the law 24/1988, of 28 July , of the stock market. This authorization, which is given with a period of twelve months, affect the rules of legal rank who had modified the law 24/1988, of July 28, as well as that, affecting its material scope, they can, if necessary, enacted prior to the adoption of this Legislative Decree; and it will also mean integration in the text itself, properly regularized, clarified and systematized, a series of legal provisions relating to securities markets.

Law 24/1988, of July 28, has been since the date of its adoption the legal pillar on which rests the functioning of the Spanish stock market. In fact, numerous amendments have been a faithful reflection of the evolution that, over the years, has seen the stock market and which have their origin in various factors, such as the increasing complexity and dynamism associated with the banking and financial system that require a constant work of adapting the regulatory system to the reality of the markets; the deep process of internationalization of securities regulations carried out in recent years, especially intense in the European internal market; and, of course, the need to respond to the consequences of the recent financial and economic crisis, it demanded to provide credit and financial management powers and powers needed to deal with a new and demanding stage.

For this reason that, after years of heavy modification of the legal system, is now taking steps to strengthen the clarity and coherence of the rules applicable to the stock market, reduce its fractionation and strengthen its systematics, making it a better instrument for use the regulator both the actors involved every day in the commercial traffic; being aware of this will result in a better and more agile operation of financial markets and greater legal certainty. This consolidated text continues with the efforts already made by the legislature, among other standards, with the law 10/2014, on June 26, management, supervision and solvency of credit institutions and the law 20/2015, on July 14, management, supervision and solvency of insurance companies and reinsurance companies, simplify, clarify and harmonize the whole policy applicable to financial markets.

This consolidated text has been prepared by integrating a set of rules of legal rank relating to stock markets, which have been duly regularized, clarified and systematized according to the qualification provided for in law 20/2014, October 29, and in particular following the criteria below are exposed.

In the first place, have been incorporated more than forty amendments operated by law 24/1988, of July 28, the stock market since its adoption. The amendments introduced by law 47/2007, of 19 December, which incorporated into Spanish law various European directives and in particular Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, also known as MIFID, and which meant a revolution in the concept of a harmonised European stock market should stand out especially.

In second place, following the mandate of the legislator, will have integrated in the text consolidated another series of provisions legal on the matter. In particular, are the additional provisions third and fourteenth and the first, second, fifth and sixth transitional provisions of the law 37/1998, of 16 November, reform of the law 24/1988, of 28 July, the securities market; the third additional provision of law 41/1999, of 12 November on payment and securities settlement systems; the additional provisions first, second, third and fourth and the transitional provisions first, second and sixth law 44/2002 of 22 November, of financial system reform measures; the third additional provision of Act 26/2003 of 17 July, that amending the law 24/1988, of July 28, the stock market, and the text revised corporations law, approved by Royal Legislative Decree 1564 / 1989 of 22 December; the additional provision of law 6/2007, of 12 April, reform of the law 24/1988, of 28 July, the securities market; final provisions first, second and fourth of the law 32/2011, 4 October, by which modifies Law 24/1988, of July 28, the stock market; the third tenth additional provision of the Act 9/2012, 14 November, from restructuring and resolution of credit institutions; the transitional provision ninth law 5/2015, 27 April, business financing and building the sixth and seventh transitional provisions of Act 11/2015, June 18, of recovery and resolution of credit institutions and investment service companies.

As a result, certain adjustments have been made in the structure of the text by modifying the numbering of articles, and therefore of the references and concordances between them, circumstance that has exploited, under the aegis of the legislative delegation, to improve the Systematics of the text and adjust some disagreements.

Notwithstanding that this revised text meets the objectives of systematization and unification of normative block of stock markets, over the coming months should address is the adaptation of the Spanish regulation a series of standards adopted at European level as the Regulation (EU) No. 596/2014 European Parliament and of the Council of 16 April 2014 , about the abuse of market, which will apply the 3 July 2016; and, above all, the new regulation MIFID2 which replaces the aforementioned MIFID, which is composed of Directive 2014/65/EU of the European Parliament and of the Council, on May 15, 2014, on the markets of financial instruments and which are modified 2011/61/EU directive and Directive 2002/92/EC, and Regulation (EU) No. 600/2014 of the European Parliament and of the Council , May 15, 2014, relating to markets in financial instruments and by which modifies Regulation (EU) No. 648/2012, rules that will bring substantial modifications in the regime of the financial instruments or the new regulation on trading centers.

In any case, this work of recasting allows you to prepare with the rules of the market values in the face of these imminent reforms, anticipating future changes and creating a text that facilitates the work of the legislator at the time of the transposition of European standards. With the introduction of new chapters and articles and the technical regulations guidelines has been created a regulatory structure more permeable to the incorporation of European law.

By virtue, on the proposal of the Minister of economy and competitiveness, according to the Council of State and after deliberation by the Council of Ministers at its meeting of October 23, 2015, have: single article. Adoption of the revised text of the law of the stock market.

Approves the revised text of the law of securities, in which the content of the following provisions is embodied: to) Law 24/1988, of July 28, the stock market.

(b) the third and fourteenth additional provisions and transitional provisions first, second, fifth, and sixth of the law 37/1998, of 16 November, reform of the law 24/1988, of July 28, of securities markets.

(c) the third additional provision of law 41/1999, of 12 November, on payment and securities settlement systems.

(d) additional provisions first, second, third and fourth and the transitional provisions first, second and sixth law 44/2002 of 22 November, of financial system reform measures.

(e) the third additional provision of Act 26/2003 of 17 July, that amending the law 24/1988, of July 28, the stock market, and the text revised corporations law, approved by Royal Legislative Decree 1564 / 1989 of 22 December.

(f) additional provision of law 6/2007, of 12 April, reform of the law 24/1988, of July 28, of securities markets.

(g) final provisions first, second and fourth of the law 32/2011, 4 October, by which modifies Law 24/1988, of July 28, the stock market.

(h) the third additional provision tenth law 9/2012, of 14 November, of restructuring and resolution of credit institutions.

((i) the transitional provision ninth law 5/2015, 27 de Abril, of promotion of business financing j) transitional provisions sixth and seventh of the law 11/2015, June 18, of recovery and resolution of credit institutions and investment service companies.

Sole additional provision. Regulatory referrals.

1 normative references made to other provisions in the law 24/1988, of 28 July, securities, shall be made to the relevant precepts of the consolidated text that was approved.


2. with the aim of facilitating the implementation of the present consolidated text, will be published on the website of the General Directorate of the Treasury and financial policy (www.tesoro.es), merely for information purposes, a table of correspondences with the precepts of the law 24/1988, of 28 July, the stock market. This publication will be held 15 days following the publication in the «Official Gazette» of this Royal Decree.

Sole repeal provision. Repeal legislation.

The following provisions shall be repealed: a) La Ley 24/1988, of July 28, the stock market.

(b) the third and fourteenth additional provisions and transitional provisions first, second, fifth, and sixth of the law 37/1998, of 16 November, reform of the law 24/1988, of July 28, of securities markets.

(c) the third additional provision of law 41/1999, of 12 November, on payment and securities settlement systems.

(d) additional provisions first, second, third and fourth and the transitional provisions first, second and sixth law 44/2002 of 22 November, of financial system reform measures.

(e) the third additional provision of Act 26/2003 of 17 July, that amending the law 24/1988, of July 28, the stock market, and the text revised corporations law, approved by Royal Legislative Decree 1564 / 1989 of 22 December.

(f) additional provision of law 6/2007, of 12 April, reform of the law 24/1988, of July 28, of securities markets.

(g) final provisions first, second and fourth of the law 32/2011, 4 October, by which modifies Law 24/1988, of July 28, the stock market.

(h) the third additional provision tenth law 9/2012, of 14 November, of restructuring and resolution of credit institutions.

(i) the transitional provision ninth law 5/2015, 27 de Abril, of promotion of business financing.

(j) the provisions transitional sixth and seventh of the law 11 / 2015, of 18 of June, of recovery and resolution of entities of credit and enterprises of services of investment.

Sole final provision. Entry into force.

This Royal Legislative Decree and the text adopted shall enter into force on the twentieth day of its publication in the «Official Gazette».

However, paragraph 2 of the single additional provision of this Royal Decree shall enter into force on the day following its publication in the «Official Gazette».

Given in Oviedo, on 23 October 2015.

PHILIP R.

The Minister of economy and competitiveness, LUIS DE GUINDOS sworn text revised title i. General provisions of the law of stock market index.

Chapter i. Scope of the law.

Article 1. Object.

Article 2. Financial instruments.

Article 3. Other provisions on financial instruments.

Article 4. Scope of application.

Article 5. Group of companies.

Chapter II. Securities represented by annotations into account.

Article 6. Representation of the values.

Article 7. The issue paper.

Article 8. Entities entrusted with the accounting records.

Article 9. Holdings of securities and registration system.

Article 10. Constitution of the values represented by annotations into account.

Article 11. Transmission.

Article 12. Constitution of limited real rights and other charges.

Article 13. Registration authority and successive tract.

Article 14. Certificates of legitimacy.

Article 15. Transfer of securities and the pro-rata rule.

Title II. National stock market Commission.

Chapter i. General provisions.

Article 16. Nature and legal regime.

Article 17. Functions of the National Commission of the stock market.

Article 18. Staff of the National Commission of the stock market.

Article 19. Budget and economic and financial control.

Article 20. Internal regime of the National Commission of the market of values and internal control.

Article 21. Capacity of the National Commission of the stock market.

Article 22. Remedies against provisions and resolutions of the National Commission of the stock market.

Chapter II. Organization.

Article 23. The Council of the National Commission of the market of stock.

Article 24. Powers of the Council of the National Commission of the market of stock.

Article 25. Functions of the President and the Vice President of the National Commission of the market of stock.

Article 26. The Committee Executive from the National Commission of the market of stock.

Article 27. Mandate of the President, Vice President and directors.

Article 28. EESC President, Vice President and directors.

Article 29. Regime of incompatibilities.

Article 30. The Committee Advisory from the National Commission of the market of stock.

Article 31. Report of the Advisory Committee.

Article 32. Economic resources of the National Commission of the stock market.

Title III. Primary stock market.

Chapter i. General provisions.

Article 33. Freedom to broadcast.

Article 34. Obligation to publish a prospectus.

Article 35. Public offer for sale or subscription of securities.

Article 36. Information requirements for the admission to trading on an official secondary market.

Article 37. Contents of the brochure.

Article 38. Responsibility of the brochure.

Article 39. Cross-border validity of the booklet.

Article 40. Preventive measures.

Chapter II. Emission of obligations or other securities that recognize or create debt.

Article 41. Exemption from requirements.

Article 42. Scope of the Trade Union of the debenture holders.

Title IV. Officers secondary securities markets.

Chapter i. General provisions.

Article 43. Definition.

Article 44. Authorization.

Article 45. Requirements to obtain authorization.

Article 46. Conditions of exercise.

Article 47. Appointment of Directors and management.

Article 48. Investments in companies that manage official secondary markets or markets regulated out of Spain.

Article 49. Revocation of the authorization.

Article 50. Replacement of governing society.

Chapter II. Official secondary markets notably article 51. Autonomous official secondary markets.

Section 1 of the of stock exchanges.

Article 52. Creation.

Article 53. Object.

Article 54. Governing society.

Article 55. Members.

Article 56. Stock market interconnection system.

Article 57. The society of bags.

Article 58. Trading.

Section 2 of the public debt market in annotations.

Article 59. Object.

Article 60. Governing body.

Article 61. Members.

Article 62. Registry values.

Article 63. Management entities.

Section 3 of the secondary markets official futures and options represented by book entries into account.

Article 64. Creation.

Article 65. Object.

Article 66. Members.

Article 67. Governing society.

Article 68. Rules of procedure.

Chapter III. Participation in the official secondary markets.

Article 69. Members of the official secondary markets.

Article 70. Access remote.

Article 71. Operations of the members by has person.

Article 72. Operations of the members by has own.

Article 73. Management of conflicts of interest of the members of the markets side official.

Article 74. Rates of those members.

Article 75. Development of the activity of the members.

Chapter IV. Negotiation and in an official secondary market operations.

Article 76. Admission to trading in an official secondary market.

Article 77. Specialties in the admission to the negotiation in an official secondary market from a multilateral trading system.

Article 78. Additional standards set by markets for the admission of financial instruments to trading.

Article 79. Obligations of market abuse.

Article 80. Suspension of trading in financial instruments.

Article 81. Exclusion of negotiation.

Article 82. Exclusion of voluntary negotiation.

Article 83. Operations.

Article 84. Lending of securities.

Chapter V. transparency in the negotiation and communication operations.

Article 85. Transparency requirements.

Article 86. Prior to the negotiation transparency requirements.

Article 87. Back to negotiation transparency requirements.

Article 88. Access to the information.

Article 89. Duty of communication of the National Commission of the stock market transactions.

Article 90. Communication procedure.

Article 91. Content of the communication.

Article 92. Preservation of information and forwarding.

Chapter VI. Clearing, settlement and registration of securities and poscontratacion infrastructures.

Article 93. Clearing, settlement and registration of securities regime.

Article 94. Liquidation of operations.

Article 95. Liquidation of rights or obligations of economic content associated with the values.

Article 96. Guarantees aimed to mitigate the risk of liquidation.

Article 97. Legal status and authorization of the central securities depositories.

Article 98. Requirements, duties, powers and functions of the central securities depositories.

Article 99. Participation in the central securities depositories.

Article 100. Memory and budget of central securities depositories.

Article 101. Internal rules of the central securities depositories.


Article 102. Rules applicable in the case of competition of a participating entity in a central depository of securities.

Article 103. Legal status and authorization of entities of central counterparty.

Article 104. Requirements, duties, powers and functions of the entities of central counterparty.

Article 105. Participation in institutions of central counterparty.

Article 106. Memory and central counterparty entity budget.

Article 107. Articles of Association and internal rules of the entities of central counterparty.

Article 108. Organization's requirements.

Article 109. Members of the entities of matching central.

Article 110. Rules applicable in the event of breach or contest.

Article 111. Choice of entity of central counterparty or clearing and settlement system.

Article 112. Right to designate settlement system.

Article 113. Access to central counterparty, clearing and settlement systems.

Article 114. Information system for the monitoring of trading, clearing, settlement and registration of securities.

Article 115. Obligations of the central depository of securities in connection with the information system.

Article 116. Legal regime of the other agents in relation to the information system.

Article 117. Monitoring and control of the correct functioning of the systems of trading, clearing, settlement and registration of securities.

Chapter VII. Obligations of periodical information of issuers.

Article 118. Annual report and audit report.

Article 119. Half-yearly financial reports.

Article 120. Intermediate statement of management.

Article 121. Assumptions of not fixing.

Article 122. Other provisions.

Article 123. Other obligations of information.

Article 124. Responsibility of broadcasters.

Chapter VIII. Information about significant shareholdings and company treasury stock obligations.

Article 125. Obligations of shareholders and the holders of other securities and financial instruments.

Article 126. Obligations of the issuer in relation to the Treasury.

Article 127. Preventive measures.

Chapter IX. Of the takeover bids.

Article 128. Mandatory takeover bid.

Article 129. Scope of application.

Article 130. Equitable price.

Article 131. Control of the company.

Article 132. Consequences of failure to make takeover bid.

Article 133. Other provisions.

Article 134. Obligations of the organs of administration and management.

Article 135. Measures of neutralization.

Article 136. Forced sales.

Article 137. Voluntary takeover bids.

Title V. investment services companies.

Chapter i. General provisions.

Article 138. Concept of investment services company.

Article 139. Assumptions of non-implementation.

Article 140. Services and investment activities.

Article 141. Auxiliary services.

Article 142. Other provisions on investment services and ancillary services.

Article 143. Kinds of investment services companies.

Article 144. Book activity and denomination.

Article 145. Other entities authorised to provide investment services.

Article 146. Agents of investment services companies.

Article 147. Registration in the register of agents.

Article 148. Procurement by electronic means.

Chapter II. Authorisation, registration, suspension and revocation.

Article 149. Authorization.

Article 150. Registration.

Article 151. Authorization of investment services companies controlled by other companies.

Article 152. General requirements for authorization article 153. Specific requirements for the authorization.

Article 154. Expiration of the authorization.

Article 155. Refusal of authorisation.

Article 156. Statutory modifications.

Article 157. Modification of licensed investment services.

Article 158. Appointment of new charges of administration and management.

Article 159. Structural modifications.

Article 160. Revocation of the authorization.

Article 161. Revocation of the authorization procedure.

Article 162. Suspension of the authorization.

Article 163. Authority to request the Declaration of insolvency.

Chapter III. Branches and free provision of services.

Article 164. Cross-border actions of Spanish investment services companies in Member States of the European Union.

Article 165. Opening of branches in Member States of the European Union.

Article 166. Freedom to provide services in the Member States of the European Union.

Article 167. Cross-border investment services firms performance Spanish in States not members of the European Union.

Article 168. Investment services firms authorised in another Member State of the European Union.

Article 169. Procedure of opening and closing of branches in Spain.

Article 170. Supervision of branches in Spain article 171. Free provision of services in Spain.

Article 172. Preventive measures.

Article 173. Investment service companies authorized by States not members of the European Union.

Chapter IV. Significant shareholdings.

Article 174. Significant shareholdings.

Article 175. Duty of notification.

Article 176. Assessment of the proposed acquisition.

Article 177. Cooperation between supervisory authorities.

Article 178. Effects of the breach of obligations.

Article 179. Reduction of significant shareholdings.

Article 180. Preventive measures.

Article 181. Communication of shareholder structure.

Chapter V. fitness, corporate governance and reporting requirements.

Article 182. Fitness requirements.

Article 183. Selection and evaluation of members of the Board of Directors, Directors General and similar.

Article 184. Regime of incompatibilities and limitations.

Article 185. Standards of corporate governance.

Article 186. Nominations Committee.

Article 187. Exceptions to the Nominations Committee.

Article 188. Obligations in the field of remuneration.

Article 189. Exceptions to the obligations in the field of remuneration.

Chapter VI. Systems, procedures and management mechanisms.

Article 190. Financial requirements.

Article 191. Information about solvency.

Article 192. Annual report of investment services companies.

Article 193. Requirements of internal organization.

Article 194. Risk management and risk Committee.

Article 195. Conflicts of interest.

Article 196. Combined requirement of capital cushions.

Article 197. Notification of violations.

Title VI. Investment guarantee fund.

Article 198. Investment guarantee fund.

Article 199. Accession.

Article 200. Exclusion.

Article 201. Implementation of the guarantees.

Title VII. Rules of conduct.

Chapter i. Standards of conduct applicable to those who provide investment services.

Section 1st obligors and classification of clients.

Article 202. Obligors.

Article 203. Kinds of customers.

Article 204. Retail customers.

Article 205. Professional clients.

Article 206. Request for treatment as a Professional client.

Article 207. Transactions with eligible counterparties.

Section 2 performance and information duties.

Article 208. Obligation of diligence and transparency.

Article 209. General duty of information.

Article 210. Guidelines and warnings about the risks associated with financial instruments and investment strategies.

Article 211. Duty of information about the service provided.

Article 212. General duty of institutions to know their customers.

Article 213. Evaluation of the suitability.

Article 214. Evaluation of the suitability.

Article 215. Updated record of clients evaluated and unsuitable products.

Article 216. Exemption from the analysis of the convenience.

Article 217. Non-complex financial instruments.

Article 218. Registration of contracts.

Article 219. Investment as part of a financial product services.

Article 220. Compliance with reporting obligations in the case of provision of services through other investment services company.

Section 3 management and execution of client orders.

Article 221. Obligations relating to the management and execution of orders.

Article 222. Duty to inform about the order execution policy.

Article 223. Specific cases of execution of the orders.

Article 224. Supervision of execution of orders by the authorities policy.

Chapter II. Of market abuse.

Article 225. Obligors.

Article 226. Privileged information.

Article 227. Obligations and prohibitions for insiders who have.

Article 228. Relevant information, forced to spread it and advertising.

Article 229. Obligations of institutions that provide investment in relation to the privileged information services.

Article 230. Obligations of issuers of securities in connection with the Insider.

Article 231. Behaviors prohibited in relation to the free formation of prices.

Article 232. Communication of suspicious transactions.

Title VIII. Monitoring, inspection and punishment regime.

Chapter i. General provisions.

Article 233. Scope of the monitoring, inspection and punishment.

Article 234. Powers of supervision and inspection.


Article 235. Collaboration of external actors in the monitoring and inspection functions.

Article 236. Obligations of cooperation with the National Commission of the stock market.

Article 237. Publication of relevant information.

Article 238. Public records in relation to stock markets.

Article 239. Claims services.

Article 240. Advertising.

Article 241. Obligations of accounting information.

Chapter II. Cooperation with other authorities.

Article 242. Cooperation with other national supervisory authorities.

Article 243. Request information and preliminary report.

Article 244. Cooperation with other EU supervisory authorities.

Article 245. Exchange of information.

Article 246. Consultation prior to other competent authorities of the European Union.

Article 247. Cooperation with the competent authorities of States not members of the European Union.

Article 248. Professional secrecy.

Article 249. Negative to cooperate or to the exchange of information.

Article 250. Cooperation with the judicial authorities.

Article 251. Cooperation in the field of prudential supervision of investment services companies.

Article 252. Cooperation in the field of supervision of official secondary markets.

Article 253. Cooperation in matters of Directive 2004/39/EC.

Article 254. Cooperation in the area of market abuse.

Article 255. Cooperation in the field of systems of clearing, settlement and registration of securities.

Chapter III. Prudential supervision.

Article 256. Program supervisor.

Article 257. Resistance tests.

Article 258. Obligations of consolidation.

Article 259. Prudential supervision of investment services and its consolidated Group companies.

Article 260. Prudential supervision measures.

Article 261. Additional requirements of resources.

Article 262. Supervision of financial Ventures portfolio and mixed portfolio companies.

Article 263. Supervision of States investment services companies not members of the European Union.

Article 264. Applications for designation of branches as significant.

Article 265. Relations with other supervisors in the field of the supervision on a consolidated basis.

Article 266. Colleges of supervisors.

Article 267. Joint decision-making.

Article 268. Obligations of disclosure of the National Commission of the stock market.

Article 269. Obligations of information of the National Commission of the stock market in emergency situations.

Article 270. Development of guidelines in the field supervisor.

Chapter IV. General provisions on offences and penalties.

Article 271. General issues.

Article 272. Ph.d.

Article 273. Rules for the initiation, instruction and punishment.

Article 274. Legislation applicable to the disciplinary procedure.

Article 275. Enforceability, registration and advertising of the sanctions.

Article 276. Remission of penalties.

Chapter V. very serious offences.

Article 277. Responsible subjects.

Article 278. Infringement by breach of the reserve activity and the obligation to obtain required authorizations.

Article 279. Infringement by breach of the obligations required for the correct operation of the primary stock market and trading in financial instruments in the secondary securities markets.

Article 280. Offences relating to the takeover bid.

Article 281. Offences relating to clearing and settlement and securities registry systems.

Article 282. Infringement by breach of the obligations of transparency and integrity of the market.

Article 283. Offences for non-compliance with measures of internal organisation and appropriate prudential requirements.

Article 284. Infringements in breach of the obligation of information and protection to the investor.

Article 285. Infringement by breach of the measures taken by the National Commission of the stock market in the exercise of authority, Inspector supervisor and control and repetition of grave breaches.

Article 286. Offences for breaches of the Regulation (EU) No. 236/2012, on March 14.

Article 287. Offences for breaches of the Regulation (EU) No. 648/2012, of 4 July.

Article 288. Offences for breaches of the Regulation (EU) No. 909/2014, July 23, 2014.

Article 289. Offences relating to credit rating agencies and significant contributions.

Chapter VI. Major and minor infractions.

Article 290. Responsible subjects.

Article 291. Infringement by breach of the reserve activity and the obligation to obtain required authorizations.

Article 292. Infringement by breach of the obligations required for the correct operation of the primary stock market and trading in financial instruments in the secondary securities markets.

Article 293. Offences relating to the takeover bid.

Article 294. Offences relating to clearing and settlement and securities registry systems.

Article 295. Infringement by breach of the obligations of transparency and integrity of the market.

Article 296. Offences for non-compliance with measures of internal organisation and appropriate prudential requirements.

Article 297. Infringement by breach of the measures taken by the National Commission of the stock market in the exercise of authority, Inspector supervisor and control and repetition of grave breaches.

Article 298. Offences for breaches of regulations of the European Union.

Article 299. Offences relating to credit rating agencies and significant contributions.

Article 300. Minor offences.

Chapter VII. Prescription of infringements.

Article 301. Prescription of infringements.

Chapter VIII sanctions.

Article 302. Penalties for very serious offences.

Article 303. Penalties for serious offences.

Article 304. Advertising of the sanctions.

Article 305. Penalties for minor offences.

Article 306. Additional penalties for very serious offences who engaged in positions of management or direction.

Article 307. Additional penalty for serious offences who engaged in positions of management or direction.

Article 308. Advertisement for additional sanctions.

Article 309. Penalties for offences relating to obligations of the consolidated groups of companies of financial conglomerates and investment services.

Article 310. Determining criteria for the sanctions.

Article 311. Measures of intervention or replacement.

Article 312. Requirement to alleged responsible for minor offences.

Article 313. Information and notification of infringements and administrative sanctions.

Title IX. Prosecutor of operations securities regime.

Article 314. Exemption from value added tax and capital transfer and stamp tax.

Article 315. Obligation of communication to the tax administration.

Article 316. Tax exemptions.

Title x. other trading systems: multilateral systems of negotiation and systematic internalisation.

Chapter i. Multilateral systems of negotiation article 317. Definition.

Article 318. Creation.

Article 319. Governing entities.

Article 320. Regulation of operation.

Article 321. Submission of information obligations.

Article 322. Standards of conduct and market abuse.

Article 323. Article 324 information obligations. Supervision of compliance with the standards of multilateral systems of negotiation and other legal obligations.

Article 325. Transparency requirements.

Article 326. Prior to the negotiation transparency requirements.

Article 327. Back to negotiation transparency requirements.

Article 328. Central counterparty and clearing and settlement agreements.

Article 329. Remote access to multilateral trading systems.

Chapter II. Provisions common to the official secondary markets and multilateral trading systems.

Article 330. Preventive measures.

Chapter III. Systematic internalisation.

Article 331. Scope of application.

Article 332. Information obligations.

Article 333. Execution of orders.

Article 334. Treatment of customers.

First additional provision. Interbank market of deposits.

Second additional provision. Legal regime of emissions of the provincial councils of the Basque country.

Third additional provision. Legal regime of emission rights that are not financial instruments available to additional fourth. Marketing to Computable subordinate financing as equity and convertible preference shares, debt instruments retailers.

Fifth additional provision. Restrictions on securities of non-profit entities.

Sixth additional provision. The society of management the systems of registration, compensation and liquidation of securities and proprietary companies of central counterparties, central depositories of values and Spanish official secondary markets.

Seventh additional provision. Annual corporate governance report in no form of Corporation-listed entities.


The eighth additional provision. Obligations of compensation from the companies whose shares are admitted to trading on an official secondary market.

Ninth additional provision. Time to resolve and to notify proceedings.

Tenth additional provision. Memory supervisor and organ of internal control of the Bank of Spain.

Eleventh additional provision. Supervision of the Commission of audit of public interest entities.

First transitional provision. Regime for certain increases in participation in a listed company.

Available to transient second. Participatory assessments of savings banks and the Spanish Confederation of savings banks Association participatory shares.

Third transitional provision. Adaptation to the developments of Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013.

Fourth transitional provision. New system of clearing, settlement and registration of securities, and application of the Regulation (EU) No. 909/2014 of the European Parliament and of the Council of July 23, 2014, on improving the settlement of securities in the European Union and the central securities depositories and by amending Directive 98/26/EC and 2014/65/EEC and Regulation (EU) No. 236/2012.

Fifth transitional provision. Transitional regime of the companies whose shares are being traded exclusively on a multilateral trading system, which achieved a market capitalization exceeding five hundred million euros.

Sixth transitional provision. Comprehensive plan of viability.

Seventh transitional provision. Collaboration agreement between the National Commission of the stock market and the Bank of Spain.

Eighth transitory provision. The market of public debt in annotations.

Ninth transitional provision. Regional services of clearing and settlement of securities.

Tenth transitional provision. Normative references.

First final provision. Skill-related title.

Second final provision. Faculty of development.

Title I provisions General Chapter I scope article 1 law. Object.

This law aims at the regulation of the Spanish systems of negotiation, settlement and registration of financial instruments, establishing for this purpose the principles of its organization and functioning, rules concerning financial instruments object of negotiation and issuers of such instruments, the provision in Spain of investment and the establishment of the regime of monitoring services inspection and sanction.

Article 2. Financial instruments.

Covered by the scope of this law the following financial instruments: 1. the marketable securities issued by persons or entities, public or private, and grouped into emissions. Any right of heritage content, anyone that is its name, which by its own legal configuration and mode of transmission, is capable of widespread and impersonal traffic in a financial market will be considered negotiable value.

In any case, shall be marketable securities for the purposes of this law: a) shares in companies and securities equivalent to shares, as well as any other type of transferable securities giving the right to acquire shares or securities equivalent to shares, by its conversion or the exercise of the rights conferred.

(b) the certificates and bonds of internationalization.

(c) bonds, debentures and other securities, representing part of a loan, including those convertible or exchangeable.

(d) the certificates, bonds and mortgage holdings.

(e) the securitisation bonds.

(f) shares and shares of collective investment institutions, as well as those of venture capital entities and institutions for collective investment of closed type.

(g) the instruments of the money market understanding as such those classes of instruments which are traded usually such as Treasury bills, money market, certificates of deposit and promissory notes, unless they are delivered individually, excluding instruments of payment arising from history / business operations that do not involve capture of reimbursable funds.

(h) the preference shares.

(i) territorial cards.

j) "warrants" and other derivative securities that confer the right to acquire or sell any negotiable value, or giving right to a cash settlement determined by reference, inter alia, to transferable securities, currencies, types of interest or yield, commodities, credit risk or other indices or measures.

(k) the others that the legal or regulatory provisions attributed the status of negotiable value.

2 options, future contracts, swaps, agreements of term interest rate and other derivatives related to securities, foreign exchange contracts, interest rates or yields, or other derivative financial instruments, financial indices or financial measures which may be settled in kind or in cash.

3 options, futures contracts, swaps, agreements of interest rates in the term and other contracts of derivatives related to commodities that must be settled in cash or may be settled in cash at the request of one of the parties for reasons other breach or other event that will lead to the termination of the contract.

4 options, future contracts, swaps and other contracts of derivatives related to commodities that can be settled in kind, provided that they are traded on a regulated market or multilateral trading system.

5 options, futures contracts, swaps, agreements of long-term interest rates and other contracts of derivatives related to commodities that can be settled through physical delivery not mentioned in paragraph of this article and not intended for commercial purposes, which have the characteristics of other derivative financial instruments, taking into account, among other things If they are settled through recognised clearing houses or are subject to regular adjustment of the margin.

6 financial derivative instruments for the transfer of credit risk.

7. financial contracts for differences.

8 options, future contracts, swaps, agreements of interest rates in the term and other contracts of derivative financial instruments related to climatic variables, transportation charges, issuing authorizations or inflation rates or other official economic statistics that must be settled in cash or may be settled in cash to election of a party for reasons other breach or other supposed that lead to the termination of the contract , as well as any other contract of financial instruments derivatives related to assets, rights, obligations, indices and measures not mentioned in previous paragraphs of this article, which have the characteristics of other derivative financial instruments, taking into account, among other things, if they are traded on a regulated market or multilateral trading system, are settled through recognised clearing houses or are subject to regular of the margin settings.

9. the Government may modify the relationship of financial instruments referred to in this article 2 to adapt to changes that are established in the rules of the European Union.

Article 3. Other provisions on financial instruments.

1 financial instruments non-marketable securities, they shall to application, with adjustments, where appropriate, are accurate, the rules laid down in this law for the securities.

2. paragraphs 5 and 8 of article 2 shall be applied in accordance with the provisions of articles 38 and 39 of Regulation (EC) No. 1287 / 2006 of the Committee, on August 10, 2006, which implements Directive 2004/39/EC of the European Parliament and of the Council, as regards the obligations of investment firms keep track , information on operations, the transparency of the market, the admission to trading of financial instruments, and terms defined for the purposes of that directive.

Article 4. Scope of application.

The provisions of this law shall apply to all financial instruments whose emission, negotiation or marketing takes place on the national territory.

Article 5. Group of companies.

For the purposes of this law, it shall apply the definition of Group of companies established in article 42 of the code of Commerce.

Chapter II of the securities represented by annotations into account article 6. Representation of the values.

1 marketable securities may be represented by annotations on account or via titles. The form of representation chosen must be applied to all integrated in a same emission values.

2. the securities admitted to trading in official secondary markets or multilateral trading systems will be necessarily represented through book-entry.


As an exception to the provisions of the preceding paragraph, regulations necessary specialties will be established so that the foreign values represented by titles can be negotiated in official secondary markets or multilateral trading systems and be registered with central depositories of values established in Spain.

3. both the representation of values through book-entry, as representation by means of titles will be reversible. The reversal of the representation by means of book-entry titles will require the prior authorisation of the National Commission of the stock market, in the terms that provide for by law. The step system of annotations into account may be to holders go providing consent to the transformation.

4. by regulation conditions will be established so that the values represented by annotations into account are fungible nature for the purpose of clearing and settlement operations.

Article 7. The issue paper.

1. the representation of values by means of book-entry will require the elaboration by the issuer of a document in which consists the information necessary for the identification of the values embedded in the broadcast.

In the case of equity securities, document will be elevated to public deed and may be broadcast script.

In the case of non-equity securities, the elevation to public deed of the issuing document shall be optional. This document may be replaced by any of the following documents to be considerate of the issuing document: to) the prospectus approved and registered by the National Commission of the stock market, in accordance with the provisions of this law.

(b) the publication of the characteristics of the emission in the corresponding official Gazette, in the case of debt of the State or the autonomous communities, as well as in other cases in that is established.

(c) the certificate issued by the persons authorized in accordance with the regulations, in the case of emissions that will be subject to admission to trading on a multilateral trading system established in Spain, in accordance with article 41.4.

Equity securities means shares and securities equivalent to shares as well as any other type of transferable securities giving the right to acquire shares or securities equivalent to shares, by its conversion or by the exercise of the rights conferred, provided that those securities issued by the issuer of the underlying shares or by an entity belonging to the Group of the issuer.

2. the issuer shall deposit a copy of document issuance and its amendments before the entity charged with the accounting records and the National Commission of the stock market. In the case of securities admitted to trading on an official secondary market or in a multilateral trading system, it shall be deposited also a copy before its governing body.

3. the issuing entity and responsible for the accounting register shall have at all times available to holders and interested public in general a copy of the referred document.

4. the contents of the values represented by annotations into account determined by the issuing document.

5. not the elaboration of the document of the emission for the financial instruments that are traded on official secondary markets for futures and options or in other cases, and with the conditions which, where necessary, be determined according to the rules will be accurate.

Article 8. Entities entrusted with the accounting records.

1. the keeping of the accounting records of the values represented through book-entry corresponding to a broadcast will be attributed to a single entity which shall ensure the integrity of the same.

2 as regards securities not admitted to trading in official secondary markets or multilateral trading systems, that entity will be freely designated by the station between companies of investment services and credit institutions authorised for the planned activity in the 141st article). The designation must be filed in the registry of the National Commission of the market of stock referred to in article 238, as a precondition to the start of the accounting record keeping. Central securities depositories may also assume that function according to the requirements, where appropriate, be established in legislation and their regulations.

3. where in the case of securities admitted to trading in official secondary markets or multilateral trading systems, the entity in charge of keeping the accounting records of the values will be the designated securities central depository which shall exercise that function together with its participating entities.

4. the entities referred to in this article shall be front who are handicapped by the lack of practice of corresponding inscriptions, inaccuracies and delays in them and, in general, for the intentional breach or negligence of its legal obligations. He compensation of the damage caused, in the measure of it possible, there will be of make is effective in species.

Article 9. Holdings of securities and registration system.

1. all securities central depository which provides services in Spain shall adopt a registration system consisting of a central registry and the detail records conducted by the entities participating in such a system.

2 the central registry will be in charge of the central depositary of securities and will recognize each participating entity that it applies for the following types of account: to) one or more own accounts in which shall be entered the balances of securities whose ownership corresponds to the participating entity.

(b) one or more general third-party accounts in that record is, globally, balances of values corresponding to the customers of the participating entity, or to customers by a third entity which had entrusted the custody to the applicant entity and the detail of the values of such customers record.

(c) one or more individual accounts in which shall be entered, in a segregated way, balances of values corresponding to those customers of participating entities applying for the keeping of such accounts in the central registry.

3. each participating entity with General accounts of third parties shall keep a register of details, which will reflect the balances of securities in these accounts to the central registry correspond to which customers.

4. the Government will develop, in relation to the various entities that are responsible for the keeping of accounting records and the various types of securities, admitted or not to trading on secondary markets official or in multilateral systems of negotiation, the rules of organization and functioning of the relevant records, the legal regime of the different accounts of allowable values warranties and other requirements that are payable to them, systems identification and control of the values represented by annotations into account, as well as those entities relationships with issuers and their intervention in the administration of securities. The conditions and assumptions that central securities depositories may be allowed to make direct management of customers securities accounts to the central registry may by regulation determine.

Article 10. Constitution of the values represented by annotations into account.

1. the values represented by annotations into account shall constitute as such under its registration in the corresponding register of the entity in charge of the accounting records and since then will be subject to the provisions of this chapter.

2 values represented by annotations into account subscribers are entitled to that corresponding registration practice in his favor, free of cost.

Article 11. Transmission.

1. the transmission of the values represented by annotations into account will take place by accounting transfer. The registration of transmission in favour of the acquirer will produce the same effects as the tradition of the titles.

2. the transmission will be opposable to third parties from the moment in which registration is made.

3. a third party who acquires values represented by annotations on account of the person who, according to the accounting records seats, appears legitimate to transmit for consideration shall not be subject to claim, unless at the time of the acquisition it has acted in bad faith or serious fault.

4. the authority may only object, against the purchaser in good faith of value represented through book-entry, exceptions that shed the registration in relation to the issuing document provided for in article 7 and which had been able to wield in the case that the values had been represented by titles.


5 subscription or transmission of values will only require for their validity the intervention of a notary public when not being admitted to trading on an official secondary market, they are represented by titles to the carrier, and such subscription or transmission is not made with the participation or mediation of a society or agency securities, or a credit institution.

Article 12. Constitution of limited real rights and other charges.

1. the Constitution of limited real rights or other levies on values represented by annotations into account must register in the corresponding account. The registration of the pledge is equivalent to possessory title displacement.

2. the Constitution of the assessment will be opposable to third parties from the moment that made the corresponding inscription.

Article 13. Registration authority and successive tract.

1. the person appearing entitled on the seats of the accounting register shall be presumed holder legitimate and, in consequence, may require the CA to perform on his behalf benefits to give right to the value represented by annotations into account.

2. the authority that carry out in good faith and without guilt the provision in favour of the legitimate, serious will be released even if it is not the owner of the value.

3. for the transmission and the exercise of those rights that correspond to the holder will be accurate the prior registration to its please.

Article 14. Certificates of legitimacy.

1. the standing for the transmission and for the exercise of the rights arising from the values represented by annotations into account may be credited through the display of certificates that will be promptly issued by the entities responsible for accounting records, in accordance with their own seats.

2. these certificates do not confer more rights than those concerning legitimization. The acts of disposition that relate to certificates are void.

More than one certificate 3 may be issued, for values and for the exercise of the same rights.

4. the entities entrusted with the accounting records and the members of the stock markets may not give effect to levies or transmissions or practice corresponding entries if the disponent not been restored previously certificates issued in their favor. The restitution obligation lapses when the certificate has been private value.

Article 15. Transfer of securities and the pro-rata rule.

1 declared the contest of an entity in charge of keeping the values represented through book-entry or registration of an entity participating in the registration system, holders of securities listed in these records shall enjoy the right of separation with respect to the securities listed in its favour and may exercise it requesting his transfer to another entity (all this without prejudice to the provisions of articles 102.2 and 193.2. e).

2. for the purposes of the provisions of this article, the judge of the competition and bankruptcy administration bodies shall ensure rights arising from operations in course of liquidation at the time is declared the contest one of the entities that referred to above, according to rules of the relevant clearing system settlement and registration.

3 central depositories of values and other entities responsible for the keeping of values represented by annotations into account registration will ensure the integrity of the securities issues. Registration systems managed by central securities depositories must offer sufficient guarantees that there are no differences between the central registry and the detail records. To this end, in addition to the provisions of this law, regulations will be established monitoring mechanisms in charge of central securities depositories and control systems of its participating entities, situations in which the possible impact will have to be notified to the supervisory authorities, as well as mechanisms and timelines for resolution of the same.

4. in any event, and without prejudice to the provisions of the preceding paragraph, when the balance of values with a same ISIN (International Securities Identification Number) ID code recorded on the set of General third-party accounts of a participating entity in the central registry are not sufficient to satisfy fully the rights of the holders with the same identification code ISIN recorded in the register maintained by the participating entity detail It will distribute the balance scored in that set of general accounts of third parties pro rata according to the rights holders enrolled in the detail record. Holders affected shall be entrusted to a right of credit against the participating entity by the undelivered values.

5 when limited real rights or other liens on the values, and without prejudice to the agreements between the guarantor and the beneficiary of the guarantee, once applied the rule of the pro-rata, such charges are understood to be constituted on the result of the pro rata and the debts owed by the participating entity, if exist by the unsatisfied party values.

Title II Commission national of the market of values chapter I provisions general article 16. Nature and legal regime.

1. the national stock market Commission is an entity of public law, with legal personality and full capacity, public and private, that will be governed by what is established in this law and in the provisions that complete it or develop.

2. in the exercise of its public functions, and in the absence of provisions in this law and in the rules which supplement it or develop, the National Commission of the stock market act pursuant to provisions in the law 39/2015, on 1 October, of legal regime of the Public Sector, and in the law 40/2015, October 1 , of common administrative procedure of the authorities public.

3. contracts which the National Commission of the stock market holds shall comply with the provisions of the revised text of the Public Sector Contracts Act approved by Royal Legislative Decree 3/2011, from 14 November.

4. the Commission will also be governed by those provisions that may be applicable the Law 47/2003, of 26 November, General budget.

5. equity purchases of the Commission will be subject, without exception, to private law.

6. the Government and the Ministry of economy and competitiveness will exert on the National Commission of the stock market faculties which attributed them this law, with strict respect for the scope of autonomy.

Article 17. Functions of the National Commission of the stock market.

1. the National Commission of the stock market is the competent body for monitoring and inspection of the stock market and of the activity of many physical and legal persons listed in traffic the same, exercise on them powers to impose penalties and other functions assigned to it by this law.

2. the National Commission for the securities market shall ensure the transparency of securities markets, the correct formation of the prices in them and the protection of investors, promoting the dissemination of the information necessary to ensure the attainment of those goals.

3. the national stock market Commission will advise the Government and the Ministry of economy and competitiveness and, where appropriate, the equivalent bodies of the autonomous communities in matters related to stock markets, request or on its own initiative. You can also elevate those proposals on the measures or provisions relating to securities markets as it deems necessary. Developed and publicized to an annual report that reflects their performance and the overall situation of the securities markets.

4. the National Commission of the stock market rise annually to the Commission of economy and competitiveness of the Chamber of Deputies, a report on its activities and on the situation of organized financial markets. The President of the National Commission of the market of stock will appear before the aforementioned Commission of Congress to account for such a report, as well as how many times required to do so.

The report referred to in the preceding paragraph shall include a report on the supervisory role carried out by the National Commission of the stock market in relation to their actions and procedures carried out in this matter and that can infer information about the effectiveness and efficiency of such procedures and actions. This report will include a report of the organ's internal control adequacy of decisions taken by the governing bodies of the National Commission of the stock market with the applicable procedural rules in each case. This report must be approved by the Council of the Commission national of the stock market and will be sent to the general courts and the Government of the nation.

Article 18. Staff of the National Commission of the stock market.


1 staff serving on the National Commission of the stock market are linked to it by a relationship subject to the rules of labour law. The selection of this staff, with the exception of those who have managerial character, will be held by public announcement and according to systems based on the principles of equality, merit and ability.

2. the National Commission of the stock market will decide about the opportunity to call for processes of personnel selection to fill the vacancies of the staff approved in the budget of exploitation and the institution's capital, leaving these exempted processes of public employment offer.

3. the staff of the National Commission of the stock market will be subject to law 53/1984, of 26 December, incompatibilities of personnel at the service of the public administrations.

4. the staff of the National Commission of the stock market shall be required to notify, in accordance with what is established in the internal regime regulations of the National Commission of the market of stock, operations made in stock markets, well out directly or through intermediary. This same provision shall determine the limitations which will be subject to these personnel with respect to the acquisition, sale or availability of such values.

Article 19. Budget and economic and financial control.

1. the national stock market Commission shall annually draw up a preliminary draft budget, with the structure indicated by the Ministry of finance and public administration, and forward it to this for his elevation to the agreement of the Government and subsequent referral to the Cortes Generales, integrated into the General State budget. Variations in the budget of the National Commission of the stock market will be authorized by the Minister of finance and public administration, when their amount does not exceed of 5 per cent of the same, and by the Government, in other cases.

2. the economic and financial control of the National Commission of the stock market will take place exclusively through periodic verifications or audit procedures, in charge of the General intervention of the administration of the State, without prejudice to the functions that correspond to the Court of Auditors.

Article 20. Internal regime of the National Commission of the market of values and internal control.

(1. the Council of the Commission national of the market of values approve the regulation of regime inside in which is established: to) the structure organic of the Commission.

(b) the distribution of competences between the various bodies.

(c) the internal operating procedures.

(d) the specific rules applicable to staff when it ceases to provide services in it, without prejudice, in this case, the provisions in article 18.3 and in article 29 as to the regimes of incompatibilities.

(e) the personnel entry procedures, in accordance with the principles set out in article 18.

f) as well as many issues relating to the functioning and performance of the National Commission of the stock market regime is necessary in accordance with the provisions of this law.

2. the National Commission of the stock market shall have a supervisory body internal whose functional dependence and report capability shall be governed by the principles of impartiality, objectivity and prevent conflicts of interest.

Article 21. Capacity of the National Commission of the stock market.

1. the National Commission of the stock market, for the proper exercise of the powers attributed to it by this Act, may issue provisions that would require the development and implementation of the standards contained in the royal decrees approved by the Government or on the orders of the Minister of economy and competitiveness, provided that these provisions enable him expressly for this purpose.

2. the provisions issued by the National Commission of the market of values, referred to in the preceding paragraph shall be prepared, previous timely technical and legal reports from the competent services of the same. Such provisions will receive the designation of circular, shall be adopted by the Council of the Commission, will not have effect until they are published in the «Official Gazette» and shall enter into force in accordance with article 2.1 of the Civil Code.

3. the national stock market Commission elaborate guidelines, aimed at institutions and supervised groups, indicating the criteria, practices, methodologies or procedures that are considered appropriate for the compliance with regulations resulting from application. These guides, which should be made public, may include the criteria that the National Commission of the stock market will follow in the exercise of its oversight activities. The National Commission of the stock market may require institutions and supervised groups an explanation of the reasons why, in his case, had been separated from these criteria, practices, methodologies or procedures.

4. the National Commission of the stock market may endorse, and transmitted as such to entities and groups, as well as develop, complement or adapt guidelines that, on these issues, approved bodies or international committees active in the regulation and supervision of the stock market.

Article 22. Remedies against provisions and resolutions of the National Commission of the stock market.

1. provisions and resolutions issued by the National Commission of the stock market in the exercise of administrative powers which are conferred upon him by this law will end the administrative and adversely affected in contentious.

2 nonetheless excepted from the rule referred to in the preceding paragraph: to) the resolutions issued by regarding sanctioning, whose regime shall be that laid down in article 273.

(b) decisions handed down relating to intervention and replacement of managers, whose regime shall be that laid down in article 311.

Chapter II organisation article 23. The Council of the National Commission of the market of stock.

1. the National Commission for the securities market shall be governed by a Council, which shall be responsible for the exercise of all powers which are assigned by this law and that attributed to the Government or the Minister of economy and competitiveness in the regulatory development of the same.

2 the Council of the National Commission of the market of stock will be made by: a) a President and a Vice-President, who shall be appointed by the Government, on the proposal of the Minister of economy and competitiveness, among persons of recognized competence in matters related to the stock market.

b) the General Secretary of the Treasury and financial policy, and the Deputy Governor of the Bank of Spain, which will have the character of ex officio councillors.

(c) three directors, appointed by the Minister of economy and competitiveness among persons of recognized competence in matters related to the stock market.

3 will act as Secretary, with voice but without vote, the person designated by the Council between them to provide their services in the Commission.

Article 24. Powers of the Council of the National Commission of the market of stock.

1 in the context of functions attributed to the National Commission of the market of stock by article 17 and on the exercise of the powers conferred on the Council by article 23, the Council of the National Commission of the market of stock shall have the following powers: to) approve circulars referred to in article 21.

(b) approve the internal regime regulations of the National Commission of the market of securities referred to in article 20.

(c) approve the preliminary draft budget of the Commission.

(d) constitute the Executive Committee, regulated in article 26.

(e) appoint the positions of the National Commission of the stock market, on the proposal of its President.

(f) adopt the annual reports referred to in article 17.

(g) approve or propose all those matters lawfully correspond.

2. in the period of three months from the taking possession of any member of the Council, shall proceed, in extraordinary session, to confirm, modify or revoke expressly, each and every one of its delegations of powers in the President and the Vice President or the Executive Committee.

Article 25. Functions of the President and the Vice President of the National Commission of the market of stock.

1 the President of the National Commission of the market of stock shall exercise the following functions: to) hold the legal representation of the Commission.

(b) remember the call of the ordinary and extraordinary sessions of the Council and the Committee Executive from the National Commission of the market of stock.

(c) direct and coordinate the activities of all the governing bodies of the National Commission of the stock market.

(d) arrange costs and ordering the payment of the Commission.

(e) conclude contracts and agreements of the National Commission of the stock market.

(f) perform superior Chief of staff of the Commission.

(g) to exercise the powers delegated by the Council expressly.

(h) to exercise other functions which attributed the existing legal system.

2 the Vice President of the National Commission of the market of stock shall have the following functions: to) replace the President in case of vacancy, absence or illness.


(b) preside over the Committee Advisory from the National Commission of the market of stock referred to in article 30.

(c) take part, as Vice-President of the Committee Executive from the National Commission of the market of stock.

(d) carry out the functions delegated by the President or the Council.

3 in cases of vacancy, absence or illness, the Vice President will be replaced by that Advisor to those provided for in article 23.2. c) of this law, with more seniority in office, with equal seniority, by the older.

Article 26. The Committee Executive from the National Commission of the market of stock.

1 the Executive Committee shall consist of the President, Vice President and advisers provided for in article 23.2. c). It will be Secretary of the Executive Committee, with voice and without a vote, the Secretary of the Council of the National Commission of the market of stock.

2 will be the Executive Committee powers: to) prepare and study the issues that will be submitted to the Council of the National Commission of the market of stock.

(b) study, inform and deliberate on the matters that the President submit to your consideration.

(c) coordinate the actions of different executive bodies of the Commission, without prejudice to the powers corresponding to the President.

(d) adopt, in the field of private law, equity acquisitions of the Commission and dispose of their property.

(e) resolve the administrative authorisations that have been assigned to it by the Council delegation, as well as to exercise those powers expressly delegated by the Council.

Article 27. Mandate of the President, Vice President and directors.

1 the mandate of the President, Vice President and directors to which refers article 23.2. c) will have a duration of four years, at the end of which it may be renewed only once.

2 If, during the period of its mandate, there is cessation of the President, Vice President or any of the directors to which refers article 23.2. c), its successor will cease at the end of the mandate of his predecessor. When this last dismissal occurs before one year had elapsed since the appointment, it shall not apply the limit provided for in the subsection of the preceding paragraph, may be renewed the mandate in article 28 twice. EESC President, Vice President and directors.

1 the Chairman and the Vice-Chairman shall cease in office by the following causes: a) expiry of the term of his mandate.

(b) resignation accepted by the Government.

(c) separation agreed by the Government for serious breach of their obligations, permanent disability for the exercise of its function, sudden incompatibility or fraudulent offense conviction, prior examination of case by the Ministry of economy and competitiveness.

(2. them same causes of cessation will be applicable to them counselors to which is concerns the article 23.2. c), corresponding accept it waives or remember the separation to the Minister of economy competitiveness.

Article 29. Regime of incompatibilities.

1. the President, the Vice-President and the directors of the National Commission of the market of stock shall be subject to the incompatibilities of the high charges of the management regime.

2. to stop in the office and two years later, they may not exercise any securities-related professional activity. Regulations will determine the compensation recipients under this limitation.

Article 30. The Committee Advisory from the National Commission of the market of stock.

1. the Advisory Committee of the National Commission of the stock market is the organ of advice from his counsel.

2. the Advisory Committee will be chaired by the Vice-President of the Commission, which will not have vote in connection with their reports, being the number of his advisors and the form of its designation that are determined according to the rules.

3. the directors shall be appointed on behalf of market infrastructures, of the issuers, investors, institutions of credit, the insurance companies and reinsurers, of the professional groups appointed by the National Commission of the market of values and the investment guarantee fund, most other representative designated by each of the autonomous communities with powers in the field of securities markets in which there is an official secondary market.

Article 31. Report of the Advisory Committee.

1. the Advisory Committee of the National Commission of the stock market will report on how many issues are raised him by the Council.

2 the report of the Advisory Committee will be required in connection with: a) the provisions of the National Commission of the market of securities referred to in article 21.

(b) authorization, revocation and corporate operations of utilities investment and the remaining persons or entities acting under the aegis of the article 145.2, when so provided by law, according to their economic and legal significance.

(c) the authorization and revocation of branches of companies of investment from countries not members of the European Union, and the remaining subjects in the stock market, when it is thus established by law, taking into account the relevant economic and legal of such subjects.

3. without prejudice to its character as an advisory body to the Council of the National Commission of the market of stock, the Advisory Committee shall inform projects of general provisions on matters directly related to the stock market that are sent you by the Government or by the Ministry of economy and competitiveness in order to make effective the principle of audience of the sectors concerned in the administrative procedure.

Article 32. Economic resources of the National Commission of the stock market.

1. the initial patrimony of the National Commission of the stock market will consist of an initial endowment of 3.005.060,52 euros.

2 the resources of the National Commission of the stock market will be integrated by: a) the goods and values that constitute heritage products and incomes from the same.

(b) the fees perceived by its activities or the provision of its services.

(c) transfers carrying charged to the budget of the State, the Ministry of economy and competitiveness.

3 the benefits of each fiscal year may be a: to) losses of prior years.

(b) create necessary reserves for the financing of investments to the National Commission of the stock market must be carried out for the proper fulfilment of the objectives set out in article 17.

(c) create reserves that will ensure the availability of a working capital appropriate to their operational needs.

(d) its incorporation as a State income for the year in which approval of the annual accounts of the exercise that has registered the abovementioned benefit.

4 together with the annual accounts of the financial year, the Council of the National Commission of the market of stock rise to the approval of the Government the proposal for distribution of the result, together with a supporting statement that with this proposal are properly covered the needs referred to in to), b), c) of the preceding paragraph.

Title III chapter I General provisions article 33 securities primary market. Freedom to broadcast.

1. emissions of securities will not require prior administrative authorisation and for placement may be made to any technique suitable at the option of the issuer.

2. Notwithstanding the provisions of the preceding paragraph, the issuer shall be validly constituted in accordance with the legislation of the country in which it is domiciled and you must be operating in accordance with its Constitution and statutes or equivalent documents writing.

Additionally, values must respect the legal regime to which they are subjected and, in cases where the issuer is obliged to draw up a prospectus, placement shall conform to the conditions contained in it.

3. the values will be freely transmissible.

Article 34. Obligation to publish a prospectus.

1 prior registration and the publication of a prospectus approved by the National Commission of the stock market will be compulsory for: to) carry out a public offer for sale or subscription of securities.

(b) the admission to trading of securities in an official secondary market.

2. Notwithstanding the provided for in the preceding paragraph, regulations will be established exceptions to the obligation to publish booklet on public offerings for sale or subscription, depending on the nature of the issuer or of the values, the amount of supply or nature or the number of investors that van, as well as the adaptations of the requirements established in the regulation of admissions which are required for bids public.

3. to bids for sale or subscription of securities not exempted from the obligation to publish a prospectus applies them all regulation relating to the admission to trading of securities on regulated markets contained in this title, with adaptations and derogations to be determined by regulation. For these purposes it shall take into account that on public offerings for sale or subscription of securities may not apply them article 33.3.

Article 35. Public offer for sale or subscription of securities.


1. a public offer for sale or subscription of securities is any communication to persons in any form or by any means to present sufficient information on the terms of the offer and values that are available, so allow an investor to decide the purchase or subscription of these values.

2 the obligation to publish a prospectus shall not apply to any of the following types of offers, which, as a result for the purposes of this law, not shall be regarded as public offering: a) an offer of securities addressed solely to qualified investors.

(b) an offer of securities addressed to less than 150 natural or legal persons by a Member State, excluding qualified investors.

(c) an offer of securities addressed to investors who acquire securities amounting to a minimum of 100,000 euros per investor, for each separate offer.

(d) an offer of securities whose nominal unit value is, at least 100,000 euros.

(e) an offer of securities for a total amount in the European Union less than 5,000,000 euros, to be calculated over a period of 12 months.

3 in the case of placement of emissions referred to in b), c), d) and e) of the preceding paragraph, aimed at the public in general using any form of advertising, should intervene an entity authorized to provide investment services for the purposes of the marketing of the securities issued. It will not apply this obligation to the exercise of the activity of the duly authorized participatory financing platforms.

Article 36. Information requirements for the admission to trading on an official secondary market.

1. the admission to trading of securities in an official secondary market will not require prior administrative authorization. Still, subject to prior compliance with the following requirements: to) the contribution and registration at the National Commission of the stock market of the documents certifying the clamping of the issuer and the values to the legal regime that is applicable to them.

(b) the contribution and registration at the National Commission of the stock market of the financial statements of the issuer prepared and audited in accordance with the legislation applicable to the issuer. According to the rules the number of exercises that need to understand the financial statements will be determined.

(c) the contribution, approval and registration in the National Commission of the stock market of a prospectus as well as its publication.

2 when in the case of non-equity securities issued by the State, the autonomous communities and local entities, shall not require the fulfilment of the above requirements. However, these issuers may draw up the prospectus in accordance with the provisions of this chapter. This brochure will have cross-border validity as laid down in article 39.

3. Additionally, the Government may exempt total or partially of the compliance of them requirements established in the article 33 and in the paragraph 1 previous, it admission to negotiation of certain values depending on the nature of the emitter or of them values, of the amount of the admission or of it nature or the number of them investors to which van intended. When exceptions are based on the nature of the investor, additional requirements that guarantee their correct identification may require.

4. the procedure for the admission of securities to trading on the official secondary markets must provide values to be negotiated in a proper, orderly, and efficient manner. It is regulated by regulations that procedure and the conditions that have met for the approval of the prospectus by the National Commission of the stock market and for publication shall be determined. The lack of express resolution of the National Commission of the stock market on the brochure for the period that is established by law shall be dismissing.

5 advertising relating to the admission to trading on a regulated market shall comply with the provisions of article 240.

Article 37. Contents of the brochure.

1. the prospectus shall contain information relating to the issuer and to the values that are to be admitted to trading in an official secondary market.

According to the specific nature of the issuer and the values, the information in the brochure should allow investors to evaluate, with enough information, assets and liabilities, financial position, profits and losses and prospects of the issuer, and eventually of the guarantor, and of the rights attaching to such securities.

This information will be presented easily analysable and comprehensible form.

2. the booklet must be signed by person with the power to compel the issuer of the securities.

3 except for admissions to trading of non-equity securities whose nominal unit value is equal to or greater than € 100,000, the brochure will contain a summary, prepared in a standardized, in a concise format and in non-technical language, will provide the essential information to assist investors in determining whether or not invest in such securities.

4 refers to fundamental information that refers to the previous section, the essential and properly structured information provided to investors so that they can understand the nature and risks inherent to the issuer, the guarantor and the values which are offered to them or going to be admitted to trading on a regulated market, and that can decide the offerings of securities that should be further.

Without prejudice to what is determined according to the rules, will be part of the essential information, as a minimum, the following elements: a) a brief description of the essential characteristics and risks associated with the issuer and any guarantors, including assets, liabilities and financial position.

(b) a brief description of the essential characteristics and risks associated with investment in the securities concerned, including the rights attached to the securities.

(c) the General conditions of the offer, including estimated costs imposed to the investor by the issuer or the offeror.

(d) information on the admission to trading.

(e) the reasons for the offer and the fate of income.

5. in addition, in the summary which referred to paragraph 3 be warn that: 1 should be read as an introduction to the prospectus.

2nd any decision to invest in the securities should be based on the consideration by the investor of the prospectus as a whole.

3rd not they may require liability to any person solely on the basis of the summary, unless it is misleading, inaccurate or inconsistent with regard to the other parts of the prospectus, or not contribute, read together with the other parts of the prospectus, essential information to assist investors in determining if they invest or not in the values.

6. by ministerial order will be regulated the content of the different types of brochures and specifying the exceptions to the obligation to include certain information, corresponding to the National Commission of the stock market to authorize such an omission. Prior express authorization, the aforementioned Commission may develop or update the content of the order.

It will also be the Minister of economy and competitiveness and, with your express authorization, to the National Commission of the Mercado de Valores the determination of models for different types of brochures and documents that must accompany the assumptions that the information contained in the prospectus may incorporate by reference.

Article 38. Responsibility of the brochure.

1. the responsibility for the information contained in the prospectus shall lie, at least on the issuer, the offeror or the person asking for the admission to trading in an official secondary market and the administrators of the former.

Also will be responsible for the following subjects: to) the guarantor of the values in relation to the information that has to develop.

(b) the Director entity with respect to the work of checking that.

(c) those other persons who agree to assume responsibility for the prospectus, provided the record in that document and others not included between the previous ones which have authorised the contents of the brochure.

According to the rules will be established the conditions governing the liability of the persons mentioned in this paragraph.

2. the persons responsible for the information contained in the booklet must be clearly identified in the brochure with your name and title in the case of natural persons or, in the case of legal persons, with its name and registered office. They must also declare that, in his opinion, the data of the brochure are in conformity with the reality and is omitted in any fact which by its nature could alter its scope.

3. in accordance with the conditions determined by law, all persons referred to in the preceding paragraphs, depending on the case, they will be responsible for all the harm and damage that had been caused to the holders of the acquired values as a consequence of the false information or omissions of relevant data of the brochure or document where appropriate must make the guarantor.

Action to enforce the liability is barred for three years since the claimant would have had knowledge of the falsity or omissions in relation to the contents of the brochure.


4. do not they may require no liability to persons referred to in the previous paragraphs on the basis of the summary or on its translation, unless it is misleading, inaccurate or inconsistent with regard to the other parts of the prospectus, or not contribute, read together with the other parts of the prospectus, essential information to assist investors in determining whether they invest or not in the values.

Article 39. Cross-border validity of the booklet.

1. without prejudice to the provisions of article 40, the prospectus approved by the National Commission of the stock market, as well as its supplements, are valid for the admission to trading in any other Member State of the European Union, provided that the National Commission of the stock market notify to the European Securities and markets authority and the competent authority of each Member State's reception in accordance with the established regulations.

2. Likewise, without prejudice in the mentioned article 40, the prospectus approved by the competent authority of the State of origin, as well as supplements, are valid for the admission to trading in Spain, provided that the competent authority to notify to the European Securities and markets authority and the National Commission of the stock market. In this case, the National Commission of the stock market will refrain approve this brochure or administrative procedure in relation to it.

3. the National Commission of the stock market will publish on its website a list of brochures and their possible supplements approval certificates, as well as a link, if applicable, with the publication of these documents on the website of the competent authority of the Member State of the European Union of origin, or on the website of the issuer , or on the website of the regulated market.

Article 40. Preventive measures.

1. when Spain is State member of host, it Commission national of the market of values must inform to the authority competent of the State member of the Union European of origin and to the authority European of values and markets if observes that the emitter or them entities financial responsible of it offer public have committed irregularities, or if observes violations of them obligations of the emitter derived of it admission to quote in a market secondary official.

2 in the event that, despite the measures taken by the competent authority of the Member State of origin of the European Union or since these measures have been inadequate, the issuer or the financial institution in charge of the public offer persists in the violation of the appropriate provisions legal or statutory, the National Commission of the stock market After informing the competent authority of the home Member State and the European Securities and markets authority shall take all appropriate steps to protect investors. The National Commission of the stock market shall immediately inform the European Commission and the European authority of securities and markets on the measures taken.

Chapter II emissions obligations or other securities that recognize or create debt article 41. Exemption from requirements.

1 the provisions of this article shall apply to all emissions obligations or other values that recognize or create debt issued by Spanish companies always that: to) will be subject to admission to trading in an official secondary market or the object of a public offering for which required the preparation of a prospectus subject to approval and registration by the National Commission of the stock market in arranged terms in the previous chapter, or b) will be subject to admission to trading on a multilateral trading system established in Spain.

Shall be included in the preceding paragraph, provided that they comply with the same emissions obligations or other values that recognize or create debt provided for in Title XI of the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 of 2 July.

You won't have the consideration of obligations or other values that recognize or create debt-equity securities referred to in article 7(1), last paragraph, such as convertible into shares, provided that they are issued by the issuer of the underlying shares or by an entity belonging to the Group of the issuer.

2 need not be granted public deed for the issuance of the securities referred to in this article.

The advertising of all acts relating to the emissions of securities referred to in paragraph 1.a) shall be governed by the provisions of this law and its development provisions.

Advertising of all acts relating to the emissions of securities referred to in paragraph 1.b) shall be carried out through multilateral trading systems systems for this purpose.

(3. for emissions referred to in paragraph 1.a), the conditions of each issue, as well as the ability of the issuer to formalize them, when they have not been regulated by law, shall be subject to the clauses contained in the articles of Association of the issuer and shall be governed by provisions in the issuance agreement and in the prospectus.

(4 for emissions referred to in paragraph 1.b), legally required for the issuance conditions and the characteristics of the values shall be entered in the certificate issued by the persons authorized in accordance with the regulations in force. This certification shall be deemed suitable to register the securities in book-entry pursuant to article 7.

Article 42. Scope of the Trade Union of the debenture holders.

Title XI, chapter IV, of the text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, will apply to emissions obligations or other securities that recognize or create debt and that have the status of public subscription offering when: to) its terms and conditions are governed by Spanish legislation or the legislation of a State which is not a member of the European Union not belonging to the Organization for cooperation and economic development, and b) take place on Spanish territory or its admission to trading occurs on a Spanish official secondary market or in a multilateral trading system established in Spain.

Title IV Chapter I General provisions article 43 securities official secondary markets. Definition.

1 are regulated markets those multilateral systems that allow to bring together the diverse interests of buying and selling financial instruments to result in contracts regarding financial instruments admitted to trading, and are licensed and operate regular, as provided for in this chapter and in its rules of development, subject in all cases , to conditions of access, admission to trading, operating procedures, information and advertising.

2. Spanish regulated markets receive the designation of official secondary markets. For such purposes, shall be deemed official secondary stock markets the following: a) the stock exchanges.

(b) the market of public debt in notes).

(c) markets for futures and options, either that is the type of underlying, financial asset or non-financial.

d) fixed income, AIAF market.

e) any other State-level, which meet the requirements provided for in paragraph 1, be authorized in the context of the provisions of this law and its implementing regulations, as well as those of regional scope, authorizing the autonomous communities with competence in the matter.

3. in the terms provided for in this law and its development provisions, may be negotiated in secondary markets official securities and other financial instruments which are suitable for this purpose.

4. the National Commission of the stock market will keep updated and sent to the European authority of securities and markets and to the other States members of the European Union the list of officials secondary markets, also communicating any modification of the list.

Article 44. Authorization.

1 to start its activity the official secondary markets must obtain the authorization of the National Commission of the stock market.

2. the deadline for resolving the authorisation procedure shall be six months from the request or, where appropriate, the information that complete the required documentation, has been entered into the register of the National Commission of the stock market. In the absence of express resolution within that period, the application shall mean rejected.

3. the National Commission of the stock market shall communicate to the Ministry of economy and competitiveness the opening of the procedure of authorization indicating the essential elements of the record to deal with, and the completion thereof, indicating the direction of the resolution adopted by the National Commission of the stock market.

4. regulations will be developed the precise rules for the application of this article.

Article 45. Requirements to obtain authorization.

1 the official secondary markets must meet the following requirements to obtain authorization: to) designate a guiding society, which will take the form of joint-stock company and whose basic functions will include the Administration and management of the market as well as the monitoring of its operation.


(b) introducing the draft of articles of Association of the governing society.

(c) develop a programme of activities in which detailing the organizational structure of the market, that can be traded in the same financial instruments and services that aims to provide the leadership society.

(d) that the members of the Board of Directors of guiding society and persons who will effectively direct the activities and operations of the market have a recognized honorability commercial and professional and have appropriate knowledge and experience to carry out their functions.

(e) that the shareholders who will have a significant stake in guiding the market society are, pursuant to article 182.

(f) governing society have the minimum social capital and minimal own resources established by regulation, taking into account the need to ensure its orderly functioning and taking into account the nature and the scope of the operations that are performed and the type and degree of risk to which it is exposed.

(g) draft regulation of market that will contain minimum rules relating to trading of financial instruments issuers, members, regime of guarantees, kinds of operations, trading, rules on compensation, settlement and transaction log, distribution of dividends and other corporate events, supervision and discipline of the market and organisational measures relating, among others, conflict of interest and risk management. Consultation to the issuers of financial instruments admitted to trading on the market and to the members of the market when it proposed a substantial modification of its rules of procedure must be also provided.

2. with the exceptions that are designated by law, the modification of the articles of Association governing society or the regulation of the market will require prior approval by the National Commission of the stock market.

3. regulations will be developed the precise rules for the application of this article.

Article 46. Conditions of exercise.

To maintain authorization, official secondary markets must meet at all times the requirements established in the previous article, as well as the provisions contained in this chapter.

Article 47. Appointment of Directors and management.

1. Once received the authorization to start the activity, the successive appointments of members of the Board of Directors and of those who hold positions of direction in guiding society must be approved by the National Commission of the stock market or, where appropriate, by the autonomous community with competence in the matter, for the purpose of verifying that the nominees meet the requirements of article 152.1 letters f and g).

2. the National Commission of the stock market will oppose the proposed changes when there are objective and demonstrable grounds for believing that they pose a significant threat to the management and the proper and prudent operation of the market. New appointments shall be deemed accepted if the National Commission of the stock market is not pronounced in the period of three months from the receipt of the communication.

Article 48. Shares in companies that manage markets secondary official or markets regulated out of Spain.

1. the participation, direct or indirect, in the capital of companies that manage Spanish official secondary markets will be subject to the significant holdings regime laid down in chapter IV of title V for service companies of investment, on terms to be determined by regulation, is understood in any event that will have such character any participation scope, either directly or indirectly , at least 1 per cent of the capital or of the voting rights of the company or which, without reaching that percentage, can exercise a significant influence in the society, in the terms to be determined by regulation.

Without prejudice to the powers oppose a significant stake in the terms provided for in article 176, the National Commission of the stock market may oppose the acquisition of a significant stake in the capital of those companies when it deems that it is necessary to ensure the proper functioning of the market or to prevent distortions in the same , as well as, in the case of buyers of third States, by not giving a treatment equivalent to Spanish authorities in their country of origin. The National Commission of the stock market shall communicate to the Ministry of economy and competitiveness its opposition to the acquisition of meaningful participation and the reasons on which it is based.

2. the participation, direct or indirect, of companies that manage Spanish official secondary markets in other societies which manage markets regulated out of Spain will require authorisation from the National Commission of the market of stock, who will be available within two months from the date that has been reported to, where appropriate, oppose the participation. If the Commission is not pronounced in this period means that it accepts the request.

Article 49. Revocation of the authorization.

1 the National Commission of the market of stock may revoke the authorization granted to an official secondary market where any of these assumptions: to) the market does not make use of the authorisation within 12 months, or expressly renounce it.

(b) due to lack of activity in the market during the six months prior to the revocation.

c) has obtained the authorisation through false statements or any other irregular means.

(d) stop the requirements that the granting of the authorisation was subject.

(e) incurs a very serious infringement, in accordance with the provisions of title VIII.

2. the National Commission for the securities market shall communicate the revocation of the authorization to the Ministry of economy and competitiveness. Any revocation of authorisation shall be notified by the National Commission of the stock market to the European values of authority and markets.

3. regulations will be developed the precise rules for the application of this article.

Article 50. Replacement of governing society.

1. the replacement of the governing society of the official secondary market shall be subject to authorization by the National Commission of the stock market.

2. the period to resolve the procedure shall be three months from the filing of the application or the required documentation to complete. In the absence of express resolution within that period, the application shall mean rejected.

3. the National Commission of the stock market shall communicate to the Ministry of economy and competitiveness the opening of the procedure of authorization indicating the essential elements of the record to deal with, and the completion thereof, indicating the direction of the resolution adopted by the National Commission of the stock market.

Chapter II of the official secondary markets notably article 51. Autonomous official secondary markets.

1. in the case of autonomous markets, the authorization referred to in article 44 will be granted by the autonomous community with competence in the matter.

2. with the exceptions that are designated by law, the modification of the articles of Association governing society or the regulation of the market will require prior approval by the autonomous community with competence in the matter, in the case of autonomous market.

3. in the case of autonomous markets, the authorization for the substitution of an official secondary market of autonomous governing society will be granted by the autonomous community with competence in the matter.

4. the autonomous regions with competence in the matter, may establish additional organizational measures that they deem appropriate with respect to markets of regional scope.

Section 1 of article 52 stock. Creation.

The National Commission of the stock market, in accordance with article 44 shall be responsible for the creation of stock exchanges, except in the case of whether stock exchanges located in the territory of the autonomous communities whose statutes of autonomy recognition competition to the effect. In this case, the creation of stock exchanges will correspond to these autonomous communities.

Article 53. Object.

1. the stock exchanges will aim at the negotiation of those categories of securities and other financial instruments than those referred to in article 2 which, by its nature, are suitable for this purpose in accordance with the rules of the market, as set out in article 45.

2 they may negotiate on the stock exchanges, under the terms laid down in its rules of procedure, financial instruments admitted to trading on other official secondary market. In this case, shall be, where appropriate, the necessary coordination between the respective registry, clearing and settlement systems.

Article 54. Governing society.

1. the stock exchanges will be governed and managed by a governing society, pursuant to article 45, which shall be responsible for its organisation and functioning internal, and will own the means to do so, this being his main corporate purpose.


2. the societies guiding may develop others activities complementary while not will have the condition legal of members of them corresponding bags of values or may perform any activity of intermediation financial, or them activities related in them articles 140 and 141.

3. guiding societies will have a share capital represented by shares, and must necessarily have a Board of Directors composed of not less than five persons and, at least, a director-general.

4. the autonomous communities with responsibilities in the field and on the stock exchanges of autonomous, may establish those the organization they deem appropriate.

Article 55. Members.

Entities that comply with the provisions of article 69 can purchase the stock exchanges membership.

Article 56. Stock market interconnection system.

1. the stock exchanges shall establish a system of stock market interconnection of State, integrated field through a computer network, in which those values that remember the National Commission of the market of stock, among which are previously admitted to trading in, at least two will be negotiated stock exchanges, at the request of the certification authority and prior favourable report from the society of bags referred to in the following article , according to what is established by law.

2. the national stock market Commission may order that the integration of an issuance of securities in the stock exchange interconnection system involves exclusive negotiation through the same and may require, as a prerequisite, its incorporation into a central depository of securities.

Article 57. The society of bags.

1. the management of the stock exchange interconnection system will correspond to the society of bags, to be constituted by guiding companies of the stock exchanges in every moment.

2. the bags society will be holder of the means necessary for the performance of the stock market interconnection system, and responsible for this, with consideration of the same governing body, this being its exclusive corporate purpose.

3. the capital of the bags will be distributed equally among those guiding companies, and its Board of Directors shall consist of a representative of each bag and one more, who will act as President, elected by a majority among them.

4. the statutes of society of bags, its modifications and the designation of the members of its Board of Directors will require the approval of the National Commission of the stock market, following a report of the autonomous communities with powers in the matter.

Article 58. Trading.

1. each one of trading should be assigned to a single stock or, where appropriate, to the stock exchange interconnection system.

2. by regulation the criteria shall be determined for such assignment in the case of operations which comply with members of different bags.

Section 2 of the market of public debt in notes article 59. Object.

1. the market of public debt in annotations will aim at trading in fixed-income securities represented through book-entry issued by the State, by the Instituto de crédito Oficial and, upon request, by the European Central Bank by the national central banks of the Union European, by the autonomous communities, by multilateral development banks of which Spain is a Member by the European Investment Bank or other public entities, on the assumptions that are designated by regulation, as well as the negotiation of other financial instruments, in all the previous cases in accordance with the rules of the market as set out in article 45. In any case, the values must conform to the technical specifications established for that purpose in the rules of the market.

2. the securities admitted to trading on this market can negotiate in other official secondary markets, in the terms established in the regulations of the relevant market.

Article 60. Governing body.

1. the Bank of Spain will take consideration of governing body of the public debt market in annotations.

2. the Bank of Spain will take the financial service of the listed values when it thus concluded with broadcasters and on behalf of these, on the terms established in the regulation of the market.

3. the replacement of the governing body of the market of public debt in notes will be governed by the provisions of article 50.

4. the market of public debt in notes will be governed by this law and its implementing regulations, as well as a regulation, pursuant to article 45.

5. the autonomous regions with competences in the matter may create, regulate and organize a regional market of public debt in annotations having as object the negotiation of fixed-income securities issued by those and other entities of public law within its territorial scope.

Article 61. Members.

1 you can access the status of members of the public debt market in endorsements, as well as the Bank of Spain, institutions which meet the requirements of article 69 of this law, in the terms laid down in that article and in accordance with what is set in the regulation of the market.

2. the members of the market can operate self-employed or employed, with representation or without it, in accordance with their legal status of activities.

Article 62. Registry values.

1. the registration of the securities traded in the market of public debt in notes shall be responsible to the society's management of the registration systems, compensation and liquidation of securities referred to in the sixth additional provision, on systems of society, and its participating entities authorized to do so under its condition of managing bodies of the public debt market.

2 they may be account holders to their own name in the market of public debt in notes and keep count as partners in their own name in the registration system of the society of systems, as well as the Bank of Spain, systems and organisms compensating and liquidators of official secondary markets and systems of interbank compensation in order to manage the system of guarantees as well as those who meet the requirements which are established in the rules of the market.

Article 63. Management entities.

1 may be management entities, as well as the Bank of Spain, the members of the market which meet the requirements established for that purpose in the rules of the market.

2 the managing bodies, as a participant in the registry in charge of the company's systems, the registry values for non-account holders to their own name in the market of public debt in annotations, and and maintain systems society a global account which will be at all times the exact counterpart of those.

3. when these management entities have the additional status of account holder own behalf in the public debt market, these latest accounts shall be kept in the society of systems with total separation of global accounts mentioned in the previous paragraph.

4. in the terms established by law, the Bank of Spain may agree provisionally suspension or limitation of the activities of the members of the market and of the managing bodies when their actions generate a danger or cause a serious condition for the market for clearing and settlement procedures or, in the case of management entities, to the legal security of the listed values. These measures shall be communicated by the Bank of Spain to the National Commission of the stock market and the Ministry of economy and competitiveness, so that the Minister, in his case, proceed to its ratification.

5 declared the contest of a managing body of the public debt market in annotations, the Bank of Spain are available, immediately and at no cost for investors, the transfer of values listed to third parties of other management entities. Similarly, the holders may request the transfer of the same to another managing entity. For these purposes, both the judge of the competition and the bankruptcy administration will facilitate access by the entity manager receiving the documentation and accounting and computer records necessary to make effective the transfer, thereby ensuring the exercise of the rights of the holders of the securities. The existence of bankruptcy proceedings will not prevent that it should reach the holders cash coming from the exercise of economic rights or of its sale.

6. If, in accordance with the provisions of article 60.3, the Bank of Spain was no longer governing body of the market, the competences attributed to it in paragraphs 4 and 5 of this article shall correspond to the National Commission of the stock market.

Section 3 of the official secondary markets for futures and options represented by annotations into account article 64. Creation.

1 you can create secondary markets officers of futures and options, State-level, whose form of representation is that of book-entry.

2 it will be up to the Minister of economy and competitiveness, on the proposal of the National Commission of the stock market, authorize the creation in accordance with the provisions of article 44.


3. in the case of autonomous markets, the authorization of the creation of the market, as well as the rest of authorizations and approvals referred to in this article shall correspond to the autonomous community with competence in the matter.

Article 65. Object.

1. the official secondary markets for futures and options will aim futures contracts, options and other derivative financial instruments, anyone who is the underlying asset, defined by guiding the market society. Guiding society will organize the negotiation of these contracts.

2 lead the market society will ensure by means of an entity of central counterparty, prior approval of the National Commission of the stock market, the counterpart in all contracts issued.

Article 66. Members.

1 may be members of the official secondary markets for futures and options the entities referred to in article 69.

2. also you can access member status, with capacity exclusively restricted to the negotiation, either on own account or on behalf of companies of its group, whose main corporate purpose consist of investment in organized markets and organisations meet the conditions of media and solvency that establishes the rules of the market referred to in article 68.

3 futures and options with underlying non-financial markets, regulations are can be determined the acquisition of status by other entities other than those previously listed, provided that they meet the requirements of specialization, professionalism and solvency.

Article 67. Governing society.

1. in the official secondary markets for futures and options will exist, pursuant to article 45, a society lead, with form of joint-stock company, whose basic functions will be the organize, direct and supervise the activity of the market.

2. guiding societies will not make any financial intermediation activities, nor activities related in articles 140 and 141, with the exception of the provisions of this law.

3. modification of the articles of Association governing society will require prior approval by the National Commission of the stock market, pursuant to article 45, with the exceptions that are designated by regulation.

4. the guiding company will have a Board of Directors with at least five members, and, at least, of a director-general. Upon receipt of the initial authorization, the new appointments must be approved by the National Commission of the stock market or, where appropriate, by the autonomous community with competence in the matter, for the purpose of verifying that the nominees meet the requirements of article 152.1. f).

Article 68. Rules of procedure.

1. the official secondary markets for futures and options, as well as abide by the rules laid down in this law and its implementing regulations, shall be governed by a specific regulation, which will take the character of standard management and discipline of the stock market, whose adoption and modification shall be subject to the procedure laid down in article 45.

2. in the aforesaid Regulation kinds of members, will be detailed with specification of technical requirements and solvency to be met in connection with the various activities that develop into the market, own market contracts, legal relations governing society and the members of the market with customers who act in the market, the rules of supervision the contracting regime, as well as any other aspects that are required by law.

Chapter III participation in official secondary markets article 69. Members of the official secondary markets.

1 access to membership of an official secondary market shall be governed: to) by the General rules laid down in this law, b) by each market specific rules laid down in this law and its development provisions, or which, in the case of autonomous markets, are established by the autonomous communities with competence in the subject (, provided that they conform to the provisions of this title), and (c) for the conditions of access that are required by each market, which must in any event be transparent, non-discriminatory and based on objective criteria.

2 shall be members of the secondary markets officers, the following entities: to) companies of investment services which are authorised to execute client orders or to deal on own account.

(b) the Spanish credit institutions.

(c) services of investment firms and credit institutions authorized in other Member States of the European Union which are authorised to execute client orders or to negotiate on their own. Access may be through any of the following ways: 1 directly, establishing branches in Spain, in accordance with article 169 of the title V in the case of service companies of investment, or in accordance with article 12 of the law 10/2014, on June 26, management, supervision and solvency of credit institutions , in the case of entities of credit.

2. becoming remote members of the official secondary market, without having to be established in the Spanish State, when negotiation procedures or systems of the market in question do not require a physical presence for the conduct of operations.

(d) companies of investment services and credit institutions authorized in a State which is not a member of the European Union, provided that, in addition to the requirements provided for in title V to operate in Spain, in the authorization given by the authorities of their country of origin is empowered them to execute client orders or to deal on own account. The National Commission of the stock market may refuse or condition of these entities access to Spanish markets for prudential reasons, not be an equivalent to Spanish banks deal in their country of origin, or does not comply with the rules of management and discipline of the Spanish securities markets be secured.

e) the General Administration of the State, acting through the General Directorate of the Treasury and financial policy, the General Treasury of the Social Security and the Bank of Spain.

(f) other people who, in the opinion of the governing society of the corresponding official secondary market, who will take into account in particular the special features of the market that could be attended by those: 1 are suitable, 2 possess one sufficient level of fitness and competence in negotiation, 3rd have established, where appropriate, measures of appropriate organization and 4th have sufficient resources to function that must comply taking into account the different financial mechanisms that the official secondary market may have established to ensure the proper settlement.

3 guiding the market society contact to the National Commission of the stock market, or the Autonomous Community competence in the matter in the case of official secondary markets of autonomous, with the frequency established by regulation, the list of its members.

4. the members of the official secondary market shall comply with the obligations referred to in the articles 209 to 218 and 221 to 224, with respect to their clients when, acting on behalf of these, execute their orders on an official secondary market. However, in the case of transactions between members, on own account and on behalf of itself, these are not obliged to mutually impose the obligations set out in the aforementioned articles.

Article 70. Remote access.

1. the Spanish official secondary market intending to establish mechanisms in another Member State of the European Union for remote access of members from that State, must inform the National Commission of the market of stock who, within the period of one month from the receipt of the communication, may refer to the competent authority of that Member State and provide that information to the European Securities and markets authority , where its request, in accordance with the procedure and under the conditions laid down in article 35 of Regulation (EU) No. 1095 / 2010 of the European Parliament and of the Council of 24 November 2010, which creates a European authority of Supervision (European Securities and markets authority), amending Decision No. 716/2009/EC and repealing Decision 2009/77/EC of the Commission. In addition, at the request of the competent authority, the National Commission of the stock market shall within a reasonable time, the identity of the members of the official secondary market established in that State.

2. regulated markets of other Member States of the European Union may establish appropriate mechanisms to facilitate access and remote negotiation by Spanish members, upon referral by the competent authority of that Member State to the National Commission of the stock market, of the market communication in Spain. Likewise, the National Commission of the stock market may request referral, within a reasonable time, of the identity of the members of the regulated market to the competent authority of the home state of the regulated market.

Article 71. Operations of the members employed.


1. who holds membership of an official secondary market will be forced to run, on behalf of their clients, orders received for the securities trading in the relevant market.

2 may however, subordinating the fulfilment of the aforementioned obligation: to) in relation to operations of cash, that is accredited by the ordering party the ownership of the values or to do the same delivery of the funds to pay the amount.

(b) in relation to the operations in the term, the contribution by the originator of the guarantees or coverage that it deems fit, that as a minimum, must be that, where appropriate, be established by regulation.

3. in them operations that made by has alien, them members of them markets side official of values will respond before its consigner of the delivery of them values and of the payment of their price.

Article 72. Members on their own operations.

Who holds membership of an official secondary market will not operate self-employed who does not have that condition without leaving explicit evidence, in writing, that the latter has known that fact before concluding the corresponding operation.

Article 73. Management of conflicts of interest of members of official secondary markets.

1. who holds membership of an official secondary market must declare in the National Commission of the stock market those economic linkages and contractual relationships with third parties that, in its action by or self-employed could give rise to conflicts of interest with other clients.

2. pursuant to the general criteria established by law, the National Commission of the stock market will determine the cases and the way in which such linkages or relationships should be made public.

Article 74. Rates for members.

1. the members of an official secondary market freely fixed remuneration which they receive for their participation in the negotiation of securities.

2. Notwithstanding the provisions of the preceding paragraph, the Government may establish fees maximum for transactions whose amount does not exceed a certain amount and for those that are made in the enforcement of judgments. The publication and communication to the National Commission of the stock market or, in the case of the market of public debt in notes, the Bank of Spain, of the corresponding maximum pay rates will be prerequisite for its implementation.

Article 75. Development of the activity of the members.

1 the Government, in order to protect the interest of investors and the good functioning of the markets, you can: to) establish relations between members of an official secondary market with third parties relating to trading in securities is formalized in contracts in writing, signed by the parties and with delivery of a copy to each one of them.

(b) enact the precise rules to ensure that the contracts referred to in the previous letter reflect, explicitly and clearly necessary, the commitments made by the parties and the rights thereof to the contingencies of each operation. For this purpose you can determine the issues or contingencies relating to typical operations contracts will have to treat or provide expressly require the use of models for them and to impose some form of administrative control over these models.

(c) regulate the supporting documents for the implementation of operations in the official secondary markets that are to be handed over to third parties by the members of those.

(d) determine the form and content of documents which, in relationships among members of an official secondary market and between the latter and the governing bodies and/or systems of clearing and settlement of the relevant market, the different phases of the securities trading credited.

2. the Government may empower the Minister of economy and competitiveness to develop standards established under this article. With reference to the provisions of point (d)) of the preceding paragraph, such authorization may be extended to the National Commission of the stock market or, in the case of the market of public debt in notes, the Bank of Spain.

3. the provisions contained in the preceding paragraphs will also be applicable to the unofficial secondary markets.

Chapter IV negotiations and operations in an official secondary market article 76. Admission to trading in an official secondary market.

1. the admission of securities to trading on the official secondary markets will require prior verification by the National Commission of the stock market's compliance with the requirements and procedure laid down in this law and its implementing rules. In the case of securities in the stock exchanges, the verification will be unique and valid for all of them. The admission to trading in each of the official secondary markets will require, in addition, the agreement of the governing body of the relevant market, at the request of the issuer, who may request it, under its responsibility, once issued the values or constituted the corresponding annotations.

2. regulations shall be determined the requirements and the procedure for the admission of securities to trading on the official secondary stock markets, as well as the publicity that has been given to admission arrangements. The requirements may be established separately for different categories of securities or markets. Similarly, the requirements and procedure of permanence of values in case of Division of societies will be determined.

3. Notwithstanding the provisions of paragraph 1, the values issued by the State and the official credit Institute are considered supported ex officio to trading on the market of public debt in annotations or, where appropriate, in the other official secondary markets according to what is determined in the issue. Securities issued by the autonomous communities shall be admitted to negotiations under the mere request of the issuer. In all the above cases is necessary, however, set to the technical specifications of the market in question, in accordance with the provisions of the preceding paragraph.

4. the powers referred to in the preceding paragraphs will correspond to the autonomous communities with competence in the matter, the values traded exclusively in markets of autonomous and prior fulfilment of specific requirements in those markets.

Article 77. Specialties in the admission to the negotiation in an official secondary market from a multilateral trading system.

1 the entities whose actions go be negotiated in a multilateral trading system to be in an official secondary market, for a maximum transitional period of two years, shall not be obliged to comply with the following obligations: to) the publication and dissemination of the second semi-annual financial report, contained in article 119.2.

(b) publication and dissemination of intermediate statement of management, contained in article 120.

2. in order to benefit from the exemption provided for in the preceding paragraph, the prospectus for admission to trading on the official secondary market must specify intent entity eligible total or partially the same, determining its duration. This indication will be the consideration of information necessary for the purposes of article 37.1.

3. when the capitalization of the actions that are being traded exclusively on a multilateral trading system exceeds the half a billion euros for a continuous period exceeding six months, the CA shall request the admission to trading on a regulated market in the period of nine months. The governing entity of the multilateral trading system must ensure the fulfilment of this obligation.

The National Commission of the stock market may set the terms that will exempt the former obligation strictly financial in nature or societies of investment, such as those established by law 35/2003 of 4 November, de Instituciones de Inversión Colectiva, law 22/2014, November 12, by which regulate venture capital entities , other entities of type closed collective investment and the management of entities of type closed collective investment companies and by amending the law 35/2003, 4 November, collective investment institutions, or the law 11/2009, of 26 October, which regulates the quoted anonymous companies of investment in the real estate market.

4. in the cases referred to in this article, the entity is not obliged to carry out measures designed to avoid a loss of shareholders in terms of liquidity of values.

Article 78. Additional standards set by markets for the admission of financial instruments to trading.


1. without prejudice of the obligations contained in the article 76, them markets must establish rules clear and transparent in relation to the admission to negotiation of instruments financial, that ensure that these can be negotiated of mode correct, ordered and efficient and, when is try of values negotiable, that are freely communicable. In the case of derivative financial instruments, the rules shall ensure, in particular, that the formulation of the contract subject to negotiation allow a correct price formation, as well as the existence of effective settlement conditions.

The provisions of this section shall be applied in accordance with articles 35, 36 and 37 of Regulation (EC) No. 1287 / 2006 of 10 August 2006.

2 the markets must have effective mechanisms for: a) check that the issuers of securities admitted to trading on the market fulfil all their obligations legal with respect to the dissemination of information, b) facilitate members access to the information published under this law and its development provisions, and c) periodically check that financial instruments admitted to trading to meet admission requirements at all times.

3. a financial instrument which has been admitted to trading on an official secondary market or on a regulated market in another Member State may be subsequently admitted to trading on other official secondary market, even without the consent of the issuer and in accordance with the provisions in regard to admission to trading, in this law and in the Royal Decree 1310 / 2005 , 4 November, whereby law 24/1988, of July 28, the stock market, is partially developed in matters of admission to trading in official secondary markets, of public offers of sale or subscription and the callable brochure for this purpose.

The official secondary market shall inform the issuer of this circumstance. The issuer shall not be obliged to directly provide the information required in paragraph 2 to any official secondary market which has admitted the financial instruments to trading without its consent. In these cases, will be guiding the market society which must have the necessary means to obtain and disseminate that information.

Article 79. Obligations of market abuse.

Guiding companies will supervise the operations carried out by the members of the market in order to detect infringements of the rules of the market or abnormalities in the negotiation or performance conditions that may involve market abuse. A_tal_efecto, guiding societies must: a) inform the National Commission of the stock market any significant violation of its rules and any anomaly in the conditions of negotiation or action that may involve market abuse, b) immediately provide relevant information to the National Commission of the stock market for the investigation and prosecution of market committed market abuse (,) and (c) provide full assistance in the investigation and prosecution of the market abuse committed on or through the systems on the market.

Article 80. Suspension of trading in financial instruments.

1. the National Commission of the stock market may suspend trading in a financial instrument in the Spanish official secondary markets in which it is admitted when there are special circumstances that can disrupt the normal development of the operations on this financial instrument or that warrant such a measure for the protection of investors. This competition will correspond to the autonomous community with competence in the matter, regarding the financial instruments traded exclusively in its autonomous markets.

2. the National Commission of the stock market must be made public immediately the suspension agreement and report to the European Securities and markets authority and the competent authorities of other States members in which that instrument, negotiate so that they agreed the suspension of trading in regulated markets, multilateral systems of negotiation and systematic internalisers under his supervision , except when could cause damage serious to the interests of investors or the orderly functioning of the market.

In addition, the National Commission of the market of stock, when deemed appropriate, will inform suspension decision authorities of third States whose markets could affect the decision.

Similarly, when the competent authority of another Member State communicates to the National Commission of the stock market a suspension agreement, this agreed suspension of negotiation of the said financial instrument in official secondary markets, Spanish multilateral trading systems and on systematic internalisers under their supervision, except that he could cause damage serious to the interests of investors or the orderly functioning of the market.

3. Likewise, the governing society of an official secondary market may suspend trading in a financial instrument that comply with the rules of the market in accordance with the conditions laid down in the rules of the market, except in the event that such a decision could cause serious prejudice to the interests of investors or the orderly functioning of the market. In any case, immediately after the decision shall communicate to the National Commission of the stock market and make it public. In accordance with stated in the preceding paragraph, the National Commission of the stock market shall properly inform the competent authorities of the other Member States.

4. the governance of multilateral trading systems and the entities that referred to in chapter III of title X shall be obliged to suspend trading in a financial instrument since the time that the suspension agreement is made public.

Article 81. Exclusion of negotiation.

1. the National Commission of the stock market may agree the exclusion of negotiation of those financial instruments that do not meet the requirements of broadcasting, frequency or volume contract established by regulation, and those of others whose issuer does not meet the obligations which are incumbent on him, notably in terms of remission and publication of information as well as societies in which the phase of liquidation in accordance with the law 22/2003 has been opened , 9 July, bankruptcy, or who are in phase of corporate liquidation, in accordance with the provisions of the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010, of 2 July.

Interim without prejudice to the measures that they can be taken, such agreements shall be taken after hearing of the issuer, except in those cases in which exclusion agreed with reason the opening phase of bankruptcy liquidation, or for being the society in corporate liquidation phase.

This competition will correspond to the autonomous community with competence in the matter, regarding the financial instruments traded exclusively in its autonomous markets.

2. the National Commission of the stock market must make public immediately the exclusion agreement and report to the European Securities and markets authority and the competent authorities of other States members in which that instrument, negotiate so that they agree the exclusion from trading in regulated markets, multilateral negotiation and systematic internalisers under their supervision systems , except when could cause damage serious to the interests of investors or the orderly functioning of the market.

Likewise, the National Commission of the market of stock, when deemed appropriate, will inform the exclusion agreement authorities of third States whose markets could affect the decision.

Similarly, when the competent authority of another Member State communicates to the National Commission of the stock market an exclusion agreement, this will exclude the negotiation to this financial instrument in official secondary markets, Spanish multilateral trading systems and in systematic internalisers under their supervision, except that he could cause damage severe to the interests of investors or the orderly functioning of the market.

3. Likewise, the governing society of an official secondary market may exclude from negotiation to a financial instrument that allow compliance standards from the market in accordance with the conditions laid down in the rules of the market, except in the event that such a decision could cause serious prejudice to the interests of investors or the orderly functioning of the market. In any case, immediately after the decision shall communicate to the National Commission of the stock market and make it public. In accordance with stated in the preceding paragraph, the National Commission of the stock market shall properly inform the competent authorities of the other Member States.

4. governing institutions of multilateral trading systems and other entities that referred to in chapter III of title X shall be obliged to exclude from negotiating the financial instrument from the moment in which the exclusion agreement is made public.

Article 82. Exclusion of voluntary negotiation.


1. the exclusion of the negotiation of a financial instrument on an official secondary market may also be requested by the CA.

Shall be deemed equivalent to the exclusion of negotiating those corporate operations under which the shareholders of the listed company can become, totally or partially, members of other non-listed entity.

2. when a society agreed bargaining exclusion of their actions in official secondary markets, it should promote a takeover bid aimed at all values affected by exclusion.

3. the exclusion agreement and those relating to the offer and the offered price must be approved by the general meeting of shareholders.

At the time of the call for corporate bodies that must approve the offer, will be available to owners of the affected values a report of administrators in which justify in detail the proposal and price offered.

4. the National Commission of the stock market may be dispensed from the obligation to make a take-over bid in those cases in which other equivalent procedure to ensure the protection of the legitimate interests of the holders of shares affected by the exclusion, as well as the corresponding to holders of convertible obligations and other securities giving the right to your subscription.

5. in the case of the offer prior to the exclusion of negotiation, the limit of acquisition of own shares established in the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 of 2 July, for companies listed on an official secondary market will be 20 per cent of the share capital. If as a result of the completion of the offer, the shares exceeded this limit, they shall be redeemed or disposed of within the period of one year.

6. by regulation conditions for price fixing and other requirements of public offerings provided for in this section shall be established.

Article 83. Operations.

1 they shall be regarded as operations of a secondary market values transmissions for sale, or other expensive business of each market title officer, when made on securities or other financial instruments admitted to trading on the same and takes place on that market subject to its rules.

2 transmissions for consideration other than those envisaged in the preceding paragraph and transmissions to lucrative title of securities or financial instruments admitted to trading on an official secondary market shall have the consideration of the same operations.

Article 84. Lending of securities.

1. without prejudice to other types of loan, may carry out the loan of securities traded on an official secondary market whose purpose is the provision of the same for later disposal, to be the object of loan or to serve as collateral in a financial transaction.

2. the borrower shall ensure the return of the loan through the creation of sufficient guarantees. Where appropriate, the National Commission of the stock market will determine what should be such warranties.

3. the requirement of guarantees rule won't apply to values resulting from monetary policy operations loans, or those made on the occasion of a public offering of securities.

4 the Minister of economy and competitiveness and, with its express clearance, the National Commission of the stock market will be able: to) set limits to the volume of loans or the conditions thereof, according to market circumstances.

(b) establish specific obligations of information operations.

Chapter V transparency in the negotiation and communication of operations article 85. Transparency requirements.

1 in order to ensure the transparency of the market and the efficiency in the formation of prices, the official secondary markets will be required to disseminate information of public about operations on shares admitted to trading on them in relation to positions existing at each time buying and selling and in connection with the transactions already concluded on that market in accordance with the provisions contained in this chapter.

2. the Minister of economy and competitiveness and, with its express clearance, the National Commission of the stock market, will determine the transparency requirements to transactions on other financial instruments and may, if it considers this necessary, extend the application of the transparency requirements contained in this chapter to other financial instruments other than shares.

3. in the event that the National Commission of the stock market granted exemptions to the requirements of transparency prior to negotiation pursuant to article 86.3, or that authorize deferment of obligations of transparency back to bargaining under article 87.3, the National Commission of the stock market must dispense equal treatment to all official secondary markets and multilateral trading systems , without discrimination.

4. the provisions contained in the articles of this chapter shall be applied as established in Regulation (EC) No. 1287 / 2006 of 10 August 2006.

5. without prejudice to the public information referred to in this chapter, the autonomous communities with skills matter and operations carried out in its territory may establish any other reporting obligations.

Article 86. Prior to the negotiation transparency requirements.

1 the official secondary markets will make public the following information prior to the negotiation with respect to shares admitted to trading on them: to) existing at each time buying and selling prices, and b) the depth of the negotiating positions at those prices that are disseminated through their systems.

2. the information referred to in this article shall be available to the public on reasonable commercial terms and on a continuous basis in normal trading hours.

3. Notwithstanding the provisions of the preceding paragraphs, the National Commission of the stock market may grant a derogation to secondary markets official publish the information referred to in paragraph 1, according to the market model or the type and volume of orders.

In particular, the National Commission of the stock market may not impose such an obligation in the case of high-volume operations in comparison with the standard market volume for those actions or actions such.

Article 87. Requirements of transparency back to the negotiations.

(((1. them markets side official will make public the following information, with respect to them actions supported to quote in them, on them operations already concluded: to) the price, b) the volume, and c) the hour of execution.

2. the information referred in this article should put is to disposition of the public in conditions commercial reasonable and, in the measure of it possible, in time real.

3. However it planned in them paragraphs earlier, the Commission national of the market of values may authorize to them markets secondary official to postpone the publication of them data of them operations made depending on its type or volume.

Especially, may authorize the deferral of the publication in the case of operations of great volume in comparison with the volume standard of market to those actions or for that type of actions. Official secondary markets must, in these cases, obtain of the National Commission of the stock market the prior approval of proposed arrangements for deferred trade-publication, and shall disclose such methods clearly to the members of the market and the investing public.

Article 88. Access to the information.

Official secondary markets may allow the concerned entities in the article 331 access, on reasonable commercial terms and in a non-discriminatory manner, systems which used to publish the information referred to in articles 86 and 87.

Article 89. Duty of communication of the National Commission of the stock market transactions.

1. companies of investment services and credit institutions running operations involving financial instruments shall communicate these to the National Commission of the stock market as soon as possible and, in what refers to the data collected in the article 91.1, at the latest at the end of the next business day to its execution.

2. this obligation shall be enforceable in any case, regardless of the method, medium, market or system through which operations had been carried out.

3 are excluded from this obligation of communication operations carried out on the units or shares of collective investment institutions not admitted to trading or in markets regulated or in multilateral trading systems.

Article 90. Communication procedure.

1. the reports on the executed operation may be disclosed by the institution itself, by a third party acting on its behalf, by the governing society of the regulated market, or managing body of the multilateral trading system through which has carried out the operation, or, by a system of marriage of operations or of information approved by the National Commission of the stock market.


2. When operations are reported to the National Commission of the stock market directly by guiding companies in regulated markets, by the managing bodies of the multilateral systems of negotiation, or by marriage of operations or information systems, investment services company or a credit institution may be exempted from the obligation referred to in article 81.1.

Article 91. Content of the communication.

1. the reports will have the content designated in Regulation (EC) No. 1287 / 2006 of 10 August 2006.

2. Additionally, the entities referred to in article 89.1 must provide the National Commission of the stock market, in form, detail and deadlines that are determined according to the rules, the identity of customers on account of which operations have been executed.

3 empowers the Minister of economy and competitiveness for, where appropriate, establish additional information requirements when deemed necessary to enable the correct exercise of the functions of supervision that the National Commission of the stock market has mandated and provided that it meets one of the following criteria: to) the financial instrument reporting have specific features that are not included in the information required by Regulation (EC) No. 1287 / 2006 (, August 10, 2006, or b) trading methods specific to the bargaining system where the operation took place have features that are not included in the information required by Regulation (EC) No. 1287 / 2006 of 10 August 2006.

Article 92. Preservation of information and forwarding.

1 services of investment firms and credit institutions shall keep at the disposal of the National Commission of the stock market for at least five years the data referred to in this article on all the operations carried out.

2. the National Commission for the securities market shall ensure that the reports received are submitted, in accordance with the provisions in article 245, the competent authority of the most important market in terms of liquidity of the financial instrument on which said the operations, when that market is established in another Member State of the European Union.

The reports submitted to the National Commission of the stock market by the branches in Spain of companies of investment services and credit institutions from other Member States in accordance with the provisions of article 170.1, will be forwarded by it to the competent authority of the home state of the entity, unless it renounces to receive information.

3. the determination of the most important in terms of liquidity market, the realization of channels allowed to send reports, exchange of information of the National Commission of the stock market with other competent authorities and the development of the other issues set out in this article is provided for in articles 9 to 14 of Regulation (EC) No. 1287 / 2006 , August 10, 2006.

Chapter VI compensation, settlement and registration of values and infrastructure of poscontratacion article 93. Clearing, settlement and registration of securities regime.

1. by regulation securities whose operations in segments multilateral engagement of official secondary markets, subject to mechanisms that allow their orderly liquidation and fruition through the required intervention of an entity of central counterparty shall be determined.

2. with the aim of addressing the settlement of securities trades executed on official secondary markets, its guiding companies will sign agreements with at least one central depository of values and, where appropriate, one or more entities of central counterparty, without prejudice to the right of broadcasters to have their values to be registered in any central depository of values in accordance with article 49 of Regulation (EU) No. 909/2014 of the European Parliament and of the Council on July 23, 2014, on the improvement of the settlement of securities in the European Union and the central securities depositories and whereby amending directives 98/26/EC and 2014/65/EEC and Regulation (EU) No. 236/2012, and the right of the members of the official secondary markets to designate settlement system pursuant to article 112 of this Act.

Article 94. Liquidation of operations.

1. buyers and sellers of securities admitted to trading on official secondary markets will be bound in accordance with the rules of the market to the delivery of cash and marketable securities since their respective orders to be executed, even if its effective liquidation takes place later.

2. the purchaser of securities admitted to trading on an official secondary market to acquire their ownership when those are annotated on your behalf in securities accounts in accordance with the rules of the registration system.

3. official secondary markets will determine its regulations the theoretical date of liquidation of the executed operation being able to establish different dates according to the marketable securities to liquidate, segments of negotiation and other criteria, in accordance with the applicable European legislation and coordination, where appropriate, with the entities of central counterparty and central securities depositories involved in the process of liquidation.

Article 95. Liquidation of rights or obligations of economic content associated with the values.

1. the CA contact advance society governing official secondary markets in which, at their request, are admitted to trading their values, as well as the central depository of securities charge the registration thereof, the rights or obligations of economic content that values generate as soon adopted the relevant agreement.

2 taking into account standards for hiring, clearing, settlement and registration of operations on values admitted to trading on these markets, these communications shall specify the relevant dates for the recognition, exercise, compliance and payment of the corresponding rights and obligations.

3. without prejudice to the foregoing, benefits, rights or obligations inherent in the ownership of shares and securities equivalent to shares will be account and advantage of the purchaser from the date of purchase on the corresponding official secondary market, while they will be from the date of payment of the corresponding operation of purchase in the case of fixed income and other non-equivalent to stock values. In case of delays or other problems in the process of liquidation, may be made the adjustments on the liquidation of such rights or obligations.

Article 96. Guarantees aimed to mitigate the risk of liquidation.

1. the members of the official secondary markets, members of entities of central counterparty and central securities depositories participating entities shall enjoy ex lege of a right to collateral financial of those included in Royal Decree Law 5/2005, of 11 March, of urgent reforms to boost productivity and for the improvement of public procurement exclusively on the values or the cash resulting from the liquidation of operations on behalf of clients physical or legal persons when those entities would have to anticipate the cash or the values required for the settlement of such transactions by default or declaration of insolvency of its customers.

2. This warranty claim will fall exclusively on the values and the resulting cash from operations not met by customers and ensure only the amount the beneficiary entities of this right would have to advance to meet the settlement of the aforementioned operations, including the price of the values that had been due to deliver and the possible sanctions and penalties that had due payable as a consequence of the breach of its customers.

3. the Constitution and implementation of the referral right to collateral will not require any formalities, without prejudice to the duty of the entities benefiting from keeping available for clients supporting information of the concurrence of the requirements which referred to in this section and in the previous ones.

4. the members of the official secondary markets, in the event of Declaration of insolvency of any of its customers, can be introduced in these markets and for the bankrupt account, orders for the purchase or sale of securities of opposite transactions contracted on behalf of the former, when the Declaration of insolvency occurs when these operations in the process of liquidation. Members of entities of central counterparty and central securities depositories participating entities shall enjoy the same rights against its customers, they will exercise asking members of official secondary markets the introduction of orders for opposite direction referred to in this section.


5. the provisions of the preceding paragraphs are understood without prejudice to discipline in the settlement to which refer articles 6 and 7 of the Regulation (EU) No. 909/2014, on July 23, 2014, and without prejudice to the guarantees referred to in this law in favour of Central Depositary, official secondary market of securities and central counterparties that shall be preferred against the rights mentioned in the preceding paragraphs.

Article 97. Legal status and authorization of the central securities depositories.

1 central securities depositories shall be governed by the following provisions: to) by the Regulation (EU) No. 909/2014 of the European Parliament and of the Council of July 23, 2014, on improving the settlement of securities in the European Union and the central securities depositories and by amending Directive 98/26/EC and 2014/65/EU and the Regulation (EU) No. 236/2012 and its relevant standards development and implementation.

(b) by this law and its corresponding rules of development.

(c) on a suppletive basis, with the text revised of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July.

(d) by other provisions of domestic law of the European Union that they are applicable.

2. the authorization as the central depositary of securities, its revocation and operation when that entity is established in Spain, shall be governed by the provisions in the Regulation (EU) No. 909/2014, of 23 July 2014, by the provisions of this Act and any other Spanish or European regulations resulting from application.

3. the national stock market Commission is the competent authority responsible for the authorisation, supervision and sanction of central depositories of values in accordance with the Regulation (EU) No. 909/2014, July 23, 2014.

Article 98. Requirements, duties, powers and functions of the central securities depositories.

1. the central securities depositories that constitute Spain shall take the form of joint-stock company. Their articles of Association and their amendments, with the exceptions which may be established by law, shall require the prior approval of the National Commission of the stock market. The appointment of members of the Board of Directors, Directors General and similar central securities depositories will be subject to the prior authorisation of the National Commission of the stock market.

2 central securities depositories will facilitate the National Commission of the stock market and various public supervisory bodies in the field of their respective competencies, the information on the activities of clearing, settlement and registration systems managed by those applying for them, provided that such information is available and in accordance with the applicable legislation.

3. the central securities depositories have the organs and committees provided for in the Regulation (EU) No. 909/2014, July 23, 2014.

4. the central securities depositories may outsource basic services, establish agreements with central counterparties, markets secondary officers and multilateral trading systems or links with other central securities depositories in accordance with provisions of the Regulation (EU) No. 909/2014, on July 23, 2014, under this law, its implementing regulations and the rules of procedure referred to in article 101.

5. regulations will be determined the specific functions of monitoring and control central securities depositories shall exercise over its participating entities, solvency requirements to its participating entities, the types of entities that can access the participant status, the requirements of accounting organization, technical means, specific obligations of information to the National Commission of the stock market and many other aspects are considered to be necessary for their proper functioning serving, among others, criteria of proportionality based on your activity level.

Article 99. Participation in the central securities depositories.

1. the participation, direct or indirect, in the capital of central securities depositories shall be subject to the significant holdings regime laid down in chapter IV of title V for service companies of investment, on terms to be determined by regulation, understanding that will have, in any case, such a character any participation scope, either directly or indirectly at least one per cent of the capital or of the voting rights of the central securities depository or which, without reaching that percentage, can exercise a significant influence therein, in the terms to be determined by regulation.

2. without prejudice to article 176, the National Commission of the stock market may object to the acquisition or transmission of a significant stake in the capital of the central depository of securities when it deems that it is necessary to ensure the proper functioning of markets and systems of clearing, settlement and registration of securities or to avoid distortions in the same as well as for not giving a treatment equivalent to Spanish authorities in the country of origin of the acquirer.

Article 100. Memory and budget of central securities depositories.

1. the central securities depositories shall develop a memory that must match the way that will give compliance to technical, organisational requirements, operation, and management of risks required by the Regulation (EU) No. 909/2014, on July 23, 2014, to carry out their functions. The Minister of economy and competitiveness or, by its express empowerment, the National Commission of the stock market, may define the model that need to adjust the memory. The central depository of securities will maintain up-to-date cited memory, whose changes will be sent to the National Commission of the market of values, duly substantiated.

2 central securities depositories shall refer to the National Commission of the stock market, in the terms that provide for by law, their estimated annual budget, which shall be expressed in detail prices and commissions that will apply, as well as subsequent modifications introduced in its economic regime. The National Commission of the stock market may require expansion of the documentation received to the central depositary of securities and it may establish exceptions or limitations to the maximum prices for those services when they can affect the financial solvency of the central securities depository, provoke disturbing consequences for the development of the market of values or principles governing it , or introduce unjustified discrimination between the different users of the services of the institution.

Article 101. Internal rules of the central securities depositories.

1. the central securities depositories are governed by an internal regulation adoption and their modifications, except that, where appropriate, are established by law, will correspond to the National Commission of the market of stock, following a report of the Bank of Spain. Such rules shall regulate the regime of operation of central depositories of values, the services provided by them, its economic regime, procedures, fixation and communication rates, conditions and principles under which will provide referral services, records relating to the services provided and the status of its participating entities. Also the regulation shall regulate the procedures to manage the delivery of securities and payment, the determination of the moment of firmness of the instructions of liquidation, the risk management policy as well as the guarantees of all kinds that may have to be participating institutions according to the activities that develop.

2. the rules of procedure may be developed by means of circulars approved by the own central depository of securities. These circulars shall be communicated to the National Commission of the stock market and the Bank of Spain, in the terms that regulations provide for. The National Commission of the stock market may oppose them, as well as suspend them or leave them without effect if it considers that they contravene the law or harm the prudent and safe operation of the central depositary of securities and securities markets or the protection of investors.

3. the rules of procedure and by-laws which referred to in article 98, paragraph 1 of this article will have character of rules of management and discipline of the stock market, and specify the obligations and the organisational and procedural requirements necessary to give effect to the provisions in the Regulation (EU) No. 909/2014, July 23, 2014. The Minister of economy and competitiveness or, by its express empowerment, the National Commission of the stock market, will develop the structure and minimum content that should have the rules of procedure.

Article 102. Rules applicable in the case of competition of a participating entity in a central depository of securities.


1 declared the contest of a participating entity in the systems managed by central securities depositories, the latter shall have absolute separation with regard to assets or rights in that materialise the guarantees constituted by these participating entities in the systems managed by central securities depositories. Without limiting the foregoing, the surplus remaining after the liquidation of secured transactions will be incorporated into the active mass of the contest participant.

2 declared the contest of a participating entity in the systems referred to in this article, the National Commission of the stock market, without prejudice to the powers of the Bank of Spain and the FROB, available, immediately and at no cost for the investor, the transfer of its accounting records of values to other qualified entity to develop this activity. If no entity is able to take charge of the marked records, this activity will be assumed by the central depository of securities corresponding in a provisional way, until owners requested the transfer of the registration of their securities. For this purpose, both the judge of the competition and bankruptcy administration will facilitate access by the entity that will pass you the values to the documentation and accounting and computer records that are necessary to give effect to the transfer.

The existence of bankruptcy proceedings will not prevent make reaches a customer the securities purchased in accordance with the rules of the system of compensation, settlement and registration or the cash coming from the exercise of economic rights or the sale of the securities.

Article 103. Legal status and authorization of entities of central counterparty.

1 the entities of central counterparty shall be governed by the following provisions: to) by the Regulation (EU) No. 648/2012, the European Parliament and the Council of July 4, 2012, relative to OTC derivatives, central counterparty entities and operations records, and its relevant standards development and implementation.

(b) by this law and its corresponding rules of development.

(c) on a suppletive basis, with the text revised of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July.

(d) by other provisions of domestic law of the European Union that they are applicable.

2. the authorization to operate services compensation as a entity of central counterparty, its revocation and its operation when such entities are established in Spain, shall be governed by provisions of the Regulation (EU) No. 648/2012, July 4, 2012, by the provisions of this Act and any other legislation which applies the law or the law of the European Union.

3. the National Commission of the stock market will be the Spanish authority who carries on activities for the authorisation and supervision of entities of central counterparty established in Spain in implementing Regulation (EU) No. 648/2012, July 4, 2012.

Article 104. Requirements, duties, powers and functions of the entities of central counterparty.

1. the authorities of central counterparty shall take the form of joint-stock company and should be recognized as a system for the purposes of the law 41/1999, of 12 November, on payment and securities settlement systems.

2. the entities of central counterparty may not be authorized as a central depository of securities.

3. in order to facilitate the exercise of their functions, central counterparty entities will have access to the status of participant of the central securities depositories that support it as such, any other system of liquidation of securities and financial instruments or of a regulated market or multilateral trading system, as they comply with the conditions required by each system and provided that the participation of the central counterparty in the same entity does not compromise security or the solvency of that entity.

4. institutions of central counterparty will take the central accounting record corresponding to offset financial instruments together with, where appropriate, the members authorised to carry the detail records related to contracts for its clients.

5. pursuant to the provisions in this law and in the remaining regulations or of the European Union which applies, the central counterparty entity may establish agreements with other entities-residents and non-residents, whose functions are similar or that manage clearing and securities settlement systems. Such agreements, as well as those who can celebrate with markets or multilateral trading systems, will require the approval of the National Commission of the stock market, following a report from the Bank of Spain, and must comply with the requirements to be determined by regulation and in the rules of procedure of the institution itself.

Article 105. Participation in the institutions of matching central.

The Minister of economy and competitiveness, or with its express clearance, the National Commission of the stock market be able to develop information that will be necessary to provide for assessing the suitability of the shareholders who acquire a qualifying holding in the capital of the entity of central counterparty in accordance with the Regulation (EU) No. 648/2012, July 4, 2012.

Article 106. Memory and central counterparty entity budget.

1. the authorities of central counterparty will develop a memory that must match the way that will give compliance to technical, organisational requirements, operation, and management of risks required by the Regulation (EU) No. 648/2012, July 4, 2012, to carry out their functions. The Minister of economy and competitiveness or, by its express empowerment, the National Commission of the stock market, may define the model that need to adjust the memory. The central counterparty entity keep updated the above-mentioned memory, whose changes will be sent to the National Commission of the market of values, duly substantiated and incorporating, when they affect the management of risks in accordance with the provisions of that regulation, the mandatory report of the Committee on risks and of the unit or body internal to assume the function of risk management.

2. the entity of central counterparty shall refer to the National Commission of the market of stock, before one December of each year, its estimated annual budget, which shall be expressed in detail prices and commissions that will apply, as well as subsequent modifications introduced in its economic regime. The National Commission of the stock market may require the entity of central counterparty enlargement of the documentation received and it may establish exceptions or limitations to the maximum prices for those services when they can affect the financial solvency of the institution's central counterparty, provoke disturbing consequences for the development of the market of values or principles governing it , or introduce unjustified discrimination between the different users of the services of the institution.

Article 107. Articles of Association and internal rules of the entities of central counterparty.

1. the authorities of central counterparty shall draw up their by-laws as well as an internal regulation, which will take the character of standard management and discipline of the stock market.

2. with the exceptions that are designated by law, the modification of the bylaws of the entity of central counterparty or its rules of procedure, following a report of the Bank of Spain, authorization required of the National Commission of the stock market.

3. the rules of procedure shall regulate the functioning of the central counterparty and entity services. The articles of Association regulate the inner workings of the central counterparty as a company entity. The regulations and statutes contain obligations and the organisational and procedural requirements necessary to give effect to the provisions in the Regulation (EU) No. 648/2012, of 4 July. The Minister of economy and competitiveness or, by its express empowerment, the National Commission of the stock market, will develop the structure and minimum content that should have the rules of procedure.

4. the rules of procedure can be completed by means of circulars approved by the entity's central counterparty. These circular must be reported to the National Commission of the stock market and the Bank of Spain in the twenty-four hours following its adoption. The National Commission of the stock market may oppose, as well as suspend or rescind the circular when it deems that they infringe the applicable legislation, or harm the prudent and safe operation of the entity of central counterparty and market that provides service or the protection of investors.

Article 108. Organization's requirements.


1. the authorities of central counterparty must have at least a Committee of audit, the risk Committee provided for in article 28 of Regulation (EU) No. 648/2012, of 4 July, a Compliance Committee and a remuneration and Nomination Committee. In addition, they must have a unit or internal organ that assumes the function of risk management, in proportion to the nature, scale and complexity of their activities. This unit or body shall be independent of the operational functions, will have authority, capacity and resources, and will have timely access to the Board of Directors. They should also you have mechanisms and organizational structures so that users and other stakeholders to express their views on their operation, as well as rules relating to avoid potential conflicts of interest that could be exposed as a result of their relationships with shareholders, administrators and executives, partners and customers. Regulations expected may develop in this paragraph.

2. the appointment of the members of the Board of Directors, Directors General and similar entities of central counterparty shall be subject to the prior approval of the National Commission of the stock market.

Article 109. Members of the entities of matching central.

1 will only have access to membership of entities of central counterparty, the entities referred to in article 69.2. to) to d) and f), the Bank of Spain and other resident or non-resident entities engaged in similar activities in the terms and with the limitations that provide for by law and in the own rules of procedure of the central counterparty entity. The latter access to membership shall be subject to the provisions of this law, its implementing regulations, and in its rules of procedure, as well as the approval of the National Commission of the stock market.

2 central counterparty entity will establish in its internal rules the solvency conditions and the required technical means so that members may be authorized to carry records of contracts for their clients, as well as procedures that safeguard the correspondence between the central accounting record and the detail records. Them conditions of solvency and media technical may differ depending on them instruments financial on which such members involved in the keeping of the register or in the compensation. Also, the entity of central counterparty will establish mechanisms for access to information of the detail records that members keep the records of contracts for their clients in order to identify, monitor and manage the possible risks for the entity dependencies between members and their customers.

3. warranties which are members and guests in accordance with the regime contained in the rules of procedure of the central counterparty entity and in connection with any operations carried out within the scope of its activity, only answer against entities in whose favour they were constituted and only by the obligations arising from such operations for the central counterparty entity or the members of this , or derived from membership of the central counterparty entity.

Article 110. Rules applicable in the event of breach or contest.

1. If a member or a customer of a member ceased to attend, in whole or in part, the obligations to central counterparty institution or against the Member, these may provide the guarantees provided by the defaulting, and may for this purpose take the necessary measures to your satisfaction in the terms established in the regulation of the entity.

2. the rules of procedure of the entity and its circulars may establish the assumptions that determine the early termination of all contracts and positions of a member, either on own account or on behalf of clients, which, in the terms that provide for in the above regulations and circulars, will lead to their compensation and to the creation of a single legal obligation, covering all included transactions , and under which, only parties will be entitled to require the net balance of the product of the compensation of such operations. The previous cases may include non-payment of the obligations and the opening of a bankruptcy proceedings in relation to members and customers or the entity of central counterparty. This compensation regime will have consideration of netting agreement contract in accordance with the provisions of the Royal Decree-Law 5/2005 March 11, of urgent reforms to boost productivity and to the improvement of public procurement, and without prejudice to the application of the specific arrangements contained in the law 41/1999, of 12 November , on payment and securities settlement systems.

3. the entity of central counterparty established in its rules of procedure rules and procedures to deal with the consequences arising from breaches of its members. These rules and procedures will realized the mode in which apply different mechanisms guarantee that count the entity of central counterparty and pathways to replace them with the aim of allowing the entity of central counterparty to continue operating in a solid and safe way.

4. in the event that any member of a central counterparty institution or any of its customers were undergoing a bankruptcy procedure, the entity of central counterparty will enjoy an absolute right to separation from the guarantees that such members or clients had been constituted before that entity of central counterparty. Without limiting the foregoing, the surplus remaining after the liquidation of secured transactions will be incorporated into the bankruptcy estate mass customer or member.

5. in the case that the members of an entity of central counterparty customers were undergoing a bankruptcy procedure, members will enjoy an absolute right of separation with respect to financial instruments and cash guarantees that its customers had made in their favor under the regime contained in the rules of procedure of the central counterparty entity were materialized in that. Without limiting the foregoing, overrun remaining after the liquidation of operations, will be incorporated into the bankruptcy estate mass of customer.

6 declared the contest of a member, the central counterparty entity, previously giving account to the National Commission of the market of stock, will manage the transfer of contracts and positions that had registered for the account of customers, together with the financial instruments and cash in that the corresponding guarantees were materialized. For these purposes, both organs of the bankruptcy proceedings and the competent judge shall provide the entity that will transfer contracts, accounting records and guarantees, documents and computer records needed to make effective transfer. In the event that such transfer could not be performed, the entity may agree settlement contracts and positions which the Member had open, including which were on behalf of their clients. In this case, concluded the actions that should be carried out in connection with registered positions and guarantees constituted by customers to the Member in question, those clients will have a right of separation with regard to eventual excess.

7. If the entity of central counterparty would be undergoing a bankruptcy procedure, and is appropriate to the liquidation of all contracts and positions of a member, either on their own or on behalf of customers, members, and customers had not breached its obligations to the central counterparty entity they will enjoy an absolute right of separation from the excess of warranties having been established in favour of the entity of central counterparty in accordance with its rules of internal, resulting from the settlement of transactions guaranteed with the exception of contributions to the Fund of guarantee against failures.

Article 111. Choice of entity of central counterparty or clearing and settlement system.

1. the official secondary markets can sign agreements with a central counterparty institution or a system of clearing and settlement of another Member State for compensation or settlement of any or all transactions concluded by members of the market under their systems.

2. the National Commission of the stock market may oppose such agreements when it considers that they can impair the orderly functioning of the market and taking into account the conditions of settlement systems provided for in article 112.1.

Article 112. Right to designate settlement system.

1. the official secondary markets must offer all members the right to designate the system of settlement of transactions in financial instruments that perform in that market, provided that the following conditions are met:


) that is established between the settlement system designated by the market and the system or infrastructure designated by the Member procedures, links and technical and operational mechanisms necessary to assure the efficient and economic settlement of the transaction in question.

(b) that the National Commission of the stock market to recognize that technical conditions for settlement of transactions in this market through a system other than the one designated by the same allow the harmonious and orderly functioning of financial markets, in particular according to the mode in which the relationships between the various systems of registration operations and financial instruments shall ensure. The assessment of the National Commission of the stock market means without prejudice to the powers of the Bank of Spain, in his capacity as supervisor of systems of payment, as well as other authorities supervising of these systems. The National Commission of the stock market shall take into account the oversight/supervision carried out by such entities in order to avoid unnecessary duplication of controls.

2. the provisions of this article does not preclude the right of operator of the system of central counterparty, clearing and settlement of financial instruments to refuse to provide the services requested by legitimate business reasons.

Article 113. Access to central counterparty, clearing and settlement systems.

1. investment services companies and other Member States of the European Union credit institutions shall have right of access to central counterparty, clearing and settlement systems existing in Spanish territory, in order to liquidate or arrange the settlement of transactions in financial instruments, so if they are negotiated in official secondary markets or Spanish multilateral trading systems or regulated markets or multilateral trading in other Member States systems of the European Union.

2. the access to these systems will be subject to the same objective, transparent and non-discriminatory criteria that are applied to the local members.

3. the provisions of this article does not preclude the right of central counterparty, clearing or securities settlement system operator to refuse to provide the services requested by legitimate business reasons.

Article 114. Information system for the monitoring of trading, clearing, settlement and registration of securities.

1 central securities depositories serving in Spain shall establish a system of information, transmission and storage of data that serves as a tool of Exchange and processing of information for the activities of clearing, settlement and registration of securities admitted to trading on an official secondary market and that allows to monitor the proper keeping of the securities registry both at the level of central registry and detail records.

2. the system referred to in the preceding paragraph should collect, at least, operations, events and annotations that can result in variations in the values of each holder balances in the central registry and the detail records.

3 the information system for the monitoring of trading, clearing, settlement and registration of securities must comply with the following: to) guarantee the traceability of transactions on securities admitted to trading on an official secondary stock market from recruitment to its annotation in the register values and vice versa, as well as the status of them.

(b) facilitating the transfer of the necessary information to carry out the clearing, settlement and registration of securities, as well as the status of these operations.

(c) facilitate the monitoring of the risks and of the guarantees required by the relevant entities and market infrastructures.

(d) daily report to CAs on the ownership of securities issued by them when they request it.

4. the information stored in the system may not be used or transmitted for purposes other than those provided for in the Act, except that any authorization of the respective entity supplying, without prejudice to the obligations of information versus the National Commission of the stock market or the Bank of Spain in the exercise of their respective powers.

Article 115. Obligations of the central depository of securities in connection with the information system.

1 the central depositary of securities, in his capacity as Manager and Manager of the system of information, transmission and storage of data, must comply with the following requirements: to) establish the necessary means so that information is entered in the system in accordance with the rules laid down and is complete.

(b) allow the introduction of the necessary information in due time.

(c) provide enough security and confidentiality to the information supplied, so that entities that information entering the system access exclusively to the data strictly necessary for their activity or those for which they are authorized.

(d) ensure the maintenance and continuity of the system.

(e) allow the access not discriminatory of the infrastructure of market and entities involved in the processes of compensation and liquidation of values.

2. the central securities depositories will sign the corresponding contracts which establish legal relations that are necessary for the proper functioning of the system. Also publish the rules of operation of the information system by establishing rights, obligations and responsibilities of persons who manage and which will make use of the information stored in the system. The National Commission of the stock market will approve these rules and any modifications. Both the rules and their modifications will be previously reviewed by the Committee of users of the central depository of values, who can bring to the National Commission of the stock market its observations in this respect.

Article 116. Legal regime of the other agents in relation to the information system.

1. the information system nutria information that will be required to provide, according to what is available by law, official secondary markets, entities of central counterparty, central securities depositories as well as their respective members or participants. The concerned entities will be responsible for the integrity and veracity of the information communicated by each one of them through the system and shall retain ownership over this information.

2. with full respect for the principles of equal treatment and non-discrimination, the entities of central counterparty and central securities depositories foreign that central securities depositories hold conventions or establish links can access this system being required to provide the necessary information to ensure compliance with the purposes thereof, in accordance with the articles 114 to 116. These infrastructures must request to their members or participants the information needed to perform their function properly.

Article 117. Monitoring and control of the correct functioning of the systems of trading, clearing, settlement and registration of securities.

1. without prejudice to the powers of oversight, inspection and sanction that correspond to the National Commission of the market of stock in accordance with title VIII, guiding official secondary market societies, entities of central counterparty and central securities depositories serving in Spain shall ensure, in the field of their respective competencies, the correct operation and efficiency of the processes of negotiation clearing and settlement of transactions and securities registry.

2 empowers the Government to develop regulations the contents of the function referred to in the preceding paragraph, including obligations and powers to its appropriate exercise.

Chapter VII obligations of periodic information from article 118 issuers. Annual report and audit report.

1 when Spain's Member State of origin, issuers whose securities are admitted to trading on another regulated market domiciled in the EU or an official secondary market undergo their annual accounts audit and will make public and disseminated its annual financial report and the report of the audit of the annual accounts.

The deadline for complying with the obligation of publication and dissemination of this section shall be four months from the end of each year, and must make sure broadcasters, that referral reports are kept available to the public for at least ten years.

2. the annual financial report shall comprise the annual accounts and the management report reviewed by the auditor to the extent defined in article 268 of the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 of 2 July, as well as statements of responsibility for its content.


3. in memory of issuers whose shares are admitted to trading on another regulated market domiciled in the EU or an official secondary market, is to inform administrators and operations of the members of the Board of control of a European limited company domiciled in Spain which has opted for the dual system, or person acting on behalf of these performed with the abovementioned issuer or an issuer in the same group during the exercise refer to the annual accounts, when operations are outside the regular traffic of society or which are not carried out under normal market conditions.

Article 119. Half-yearly financial reports.

1 when Spain's Member State of origin, the issuers whose shares or debt securities are admitted to trading in an official secondary market or other regulated market domiciled in the European Union, will make public and disseminated a semi-annual financial report concerning the first six months of the year.

The deadline for complying with the obligation of publication and dissemination of this section will be three months from the end of the period, and must make sure broadcasters, that the report remains available to the public for at least ten years.

2. when Spain home Member State and the annual financial report referred to in article 118 has not been made public in the two months following the completion of the exercise that refers, issuers whose shares are admitted to trading in an official secondary market or other regulated market domiciled in the European Union, will be required in addition to publish and disseminate a second half-yearly financial report referred to the twelve months of the year within a maximum period of two months after the end of the relevant period.

3. the half-yearly financial report shall comprise: the summary annual accounts, an interim management report and statements of responsibility for its content.

Article 120. Intermediate statement of management.

1. without prejudice to the provisions of article 228, when Spain's Member State of origin, issuers whose shares are admitted to trading on another regulated market domiciled in the EU or an official secondary market be made public and disseminated on a quarterly basis during the first and second half of the financial year an intermediate Declaration of management containing ((at least: a) an explanation of significant facts and operations which have taken place during the relevant period and their impact on the finances of the issuer and its controlled companies, and b) a general description of the financial situation and results of the issuer and its companies controlled during the corresponding period.

2. not be required intermediate management statement issuers which publish quarterly financial reports.

Article 121 cases of not fixing.

1 shall not be subject to compliance with the provisions of articles 118 to 120 above: to) the Member States of the European Union, the autonomous communities, local authorities and other entities are similar in the Member States of the European Union, international public organizations of which at least one Member State of the European Union is a Member , the Bank Central European, it ease European of stabilization financial (EFSF) established by the agreement frame of the EFSF and any other mechanism established with the objective of preserve the stability financial of the union monetary European providing assistance financial temporary to them States members whose currency is the euro and them banks central national of them States members of the Union European or not to issue shares or other securities; and (b) the issuers that issued only debt securities admitted to trading on an official secondary market or other regulated market whose unitary nominal value is at least 100,000 euros or, for values of debt not denominated in euros, whose nominal unit value is, at the date of issue, equivalent to at least 100,000 euros.

((c) without prejudice to point (b)), issuers that have only emissions live from debt securities admitted to trading on an official secondary market or other regulated market domiciled in the European Union by December 31, 2010, whose unitary nominal value is at least 50,000 euros, or in the case the non euro-denominated debt securities whose nominal unitary value, at the date of issuance, equivalent to € 50,000 as a minimum, during the time in which such obligations are living.

2. when Spain's home Member State, they will not be subject to compliance with the provisions of article 119, formed before the 31 December 2003 issuers having exclusively of debt securities admitted to trading on a secondary market official or on another regulated market domiciled in the European Union when such securities are unconditionally and irrevocably guaranteed by the State their autonomous communities and local entities.

3. the provisions of this chapter shall not apply to investment funds and investment companies collective of variable capital referred to in law 35/2003, 4 November, collective investment institutions.

Article 122. Other provisions.

1 regulations will be established: a) deadlines and other requirements for referral to the National Commission of the stock market for financial information.

(b) the requirements for the publication and dissemination of periodic information.

(c) the deadlines for the publication of quarterly information.

(d) the content of the statement of responsibility, as well as organs or the issuer who should perform it.

(e) the content of half-yearly and quarterly financial information, and where appropriate, adaptations and exceptions that apply to certain categories of securities, markets, or issuers.

(f) the acceptable accounting principles for issuers from States not members of the European Union.

(g) any other matter that is necessary for the application of this article and in particular the content of the information that is required for the publication of statistics by the National Commission of the stock market.

2. the periodic information which refer articles 118 to 120 above should be referred to the National Commission of the market of values, where Spain is Member State of origin under the terms established by law, for incorporation into the official record, regulated in article 238.

The National Commission of the stock market will check that the regular information has been prepared in accordance with applicable law, or proceed, otherwise, to require compliance.

3. for the purposes of the provisions of this chapter, refers to values of debt obligations and those of other securities that recognize or create a debt, unless the values that are equivalent to the actions or, by its conversion or the exercise of the rights conferred, give right to acquire shares or securities equivalent to shares.

Article 123. Other obligations of information.

1. issuers whose securities are admitted to trading on a secondary market official or on another regulated market domiciled in the European Union, where Spain is the Member State of origin, be made public and disseminated any change in the rights attaching to such securities. Issuers shall refer to the National Commission of the stock market such information for incorporation into the official register regulated in the 238.f article).

According to the rules will be established exceptions to the obligation established in the preceding paragraph, the requirements for the publication and dissemination of this information as well as for its referral to the National Commission of the stock market.

2. issuers whose shares or debentures are admitted to trading on another regulated market domiciled in the EU or an official secondary market shall ensure that all the mechanisms and information necessary to enable the shareholders and the holders of obligations to exercise their rights are available in Spain when the Member State of origin and that the integrity of data is preserved.

For this purpose, for issuers of shares that are traded on a secondary market official said obligation it means fulfilled through the application of the provisions of article 539 of the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 of 2 July, and its implementing rules. By law the requirements applicable to the rest of the emitters will be established.

The provisions of this section shall not apply to securities issued by the Member States of the European Union, the autonomous communities, local authorities and other similar institutions of the Member States.

Article 124. Responsibility of broadcasters.

1. the responsibility for the development and publication of the information referred to in articles 118 and 119 should fall, at least on the issuer and its administrators in accordance with the conditions established by law.


2. in accordance with the conditions determined by law, the issuer and its administrators, will be responsible for all the harm and damage that had been caused to the holders of the securities as a result of that information does not provide a true and fair view of the issuer.

3. action to enforce the liability is barred for three years since the claimant would have had knowledge that the information does not provide a true and fair view of the issuer.

Chapter VIII obligations of information about significant shareholdings and company treasury stock article 125. Obligations of shareholders and the holders of other securities and financial instruments.

1. the shareholders who, directly or indirectly, acquire or transmit shares of an issuer for which Spain is State of origin, in the terms established by law, whose shares are admitted to trading in an official secondary market or on any other regulated market domiciled in the European Union, and that attributed voting rights, as a result of such operations , the proportion of voting rights that is in its power to reach, exceed or is reduced below the percentages established, must be notified to the issuer and to the National Commission of the stock market, in conditions that guarantee, the proportion of the resulting voting rights.

The obligation contained in the preceding paragraph shall also apply where the proportion of voting rights exceed, reach or be reduced below the percentages referred to in the previous paragraph as a result of a change in the total number of voting rights of an issuer on the basis of the information communicated to the National Commission of the stock market and made public.

2. the obligations laid down in the preceding paragraph shall also apply to any person who, irrespective of the ownership of the shares, is entitled to acquire, transmit, or exercise the voting rights attributed by them, in the cases determined by regulation.

3. also applies the provisions of the preceding paragraphs who possess, acquire or transmit, directly or indirectly, other securities and financial instruments that confer the unconditional right or discretionary power to acquire shares which attributed voting rights or financial instruments that are referenced to actions that attributed voting rights and have an economic effect similar to values and instruments mentioned above financial regardless of whether they give right or not to settlement by physical delivery of the underlying values, in the terms and with the breakdown to be determined by regulation.

4. the obligations established in the preceding paragraphs shall also apply when occurs the admission to trading for the first time in a secondary market official or on another regulated market domiciled in the European Union of the shares of an issuer for which Spain is State of origin.

5 where who is in the cases provided for in the preceding paragraphs is Administrator of the issuer, in addition to complying with the obligation to report any operations carried out on shares of the issuer or securities or other financial instruments referred to such actions, it shall inform the National Commission of the stock market participation that had at the time of their appointment and dismissal.

The directors of the issuer will be required to notify those operations referred to in article 230.4.

6. the issuer shall make public and disseminate the information referred to in the preceding paragraphs.

7. regulations shall be determined the form, term and other conditions for the fulfilment of the obligations laid down in this article and, where applicable, the so-called excepted from these obligations.

8. the provisions of this article shall not apply to the unit-holders and shareholders in funds and investment companies collective of variable capital referred to in law 35/2003, 4 November, collective investment institutions.

Article 126. Obligations of the issuer in relation to the Treasury.

1 when Spain's Member State of origin, issuers whose shares are admitted to trading on a secondary market official or on another regulated market domiciled in the EU must be communicated to the National Commission of the Mercado de Valores, publicize and disseminate operations on their own actions, in the terms established by law, when the ratio reaches exceed or reduce the percentage to be determined. This information will be incorporated to the registration official regulated in the article 238.

2. the provisions of this article shall not apply to collective investment of variable capital referred to in law 35/2003, 4 November, collective investment institutions.

Article 127. Preventive measures.

1. when Spain's host Member State under the terms established by law, the National Commission of the stock market shall inform the competent authority of the Member State of origin and authority European values and markets if you notice to the issuer, the holder of shares or other financial instruments or the natural person or legal hint in the 125.2 has committed irregularities or failed to fulfil the obligations referred to in articles 118 to 123, 125 and 126.

2 in the event that, well because the authority of the Member State of origin has not taken steps, well because in spite of the measures taken by the competent authority of the Member State of origin or due to the fact that such measures have been inadequate, the person indicated in the preceding paragraph persists in violation of the appropriate statutory or regulatory provisions the National Commission of the stock market, after informing the competent authority of the home Member State, shall take all appropriate measures to protect investors. The National Commission of the stock market shall immediately inform the European Commission and the European authority of securities and markets on the measures taken.

Chapter IX public acquisition article 128 bids. Mandatory takeover bid.

You will be required to make a takeover bid for all of the shares or other securities which directly or indirectly can give right to your subscription or acquisition and addressed to all owners at an equitable price who achieve control of a listed company, already get it: to) through the acquisition of shares or other securities that confer directly or indirectly, the right to subscription or acquisition of shares with voting rights in that company;

(b) by means of shareholder agreements with other security holders; or (c) as a result of other cases of a similar nature established by regulation.

Article 129. Scope of application.

1. the obligations referred to in this chapter be construed as referring to those societies whose actions are, in whole or in part, admitted to trading on a Spanish official secondary market and have its registered office in Spain.

2. the obligations referred to in this chapter shall apply also, in the terms established by law, to companies having their registered office in Spain and whose securities are not admitted to trading on a regulated market in the Member State of the European Union in which society has its registered office, in the following cases (: a) when the values of society are only admitted to trading on a Spanish official secondary market.

(b) when it has been the first admission to trading of the securities on a regulated market in a Spanish official secondary market.

(c) when the values of society are admitted to trading simultaneously in more than one Member State-regulated markets and a Spanish official secondary market, and society as well decide it by notification to those markets and their competent authorities the first day of trading in the securities.

(d) when the 20 of May 2006 the society's values were already admitted to trading simultaneously in more than one Member State-regulated markets and a Spanish official secondary market and the National Commission of the stock market had thus agreed with the competent authorities of the other markets in which were admitted to trading or , in the absence of agreement, so the company had decided it.

3. in addition, the obligations referred to in this chapter shall apply also, in terms that regulations be established, companies having their registered office in Spain and whose values are not admitted to trading on a Spanish official secondary market.

Article 130. Equitable price.

1 shall mean price is fair when, at a minimum, equal to the highest price that has paid the required to formulate the offer or the persons acting in concert with him by the same values for a period of time prior to availability determined by regulation and the terms established.

2. However, the National Commission of the stock market may modify the price thus calculated in circumstances and according to criteria to be established by regulation.


Among the mentioned circumstances are may include, among others, the following: that the higher price was fixed by agreement between the buyer and the seller; that the market prices of the securities in question have been manipulated; that the market prices, in general, or specific prices, in particular, have been affected by exceptional occurrences; that is intended to promote the improvement of society.

Referral criteria the mean value of the market in a certain period; can include, among others, the net asset value of the company or other objective valuation criteria generally used.

3. in the event of modification of the price referred to in the preceding paragraph, the National Commission of the stock market shall publish on its website the decision that the offer be formulated at a price different from the fair. Such decision shall be reasoned.

Article 131. Control of the company.

1. for the purposes of this chapter, means a natural or legal person has individually or together with persons acting in concert with it, control of a company when you reach, directly or indirectly, a percentage equal to or greater than 30 percent voting rights; Alternatively, when it reached a lower participation and appoint, under the terms established by law, a number of Directors that, together, where appropriate, that it had already appointed, account for more than half of the members of the Board of Directors of the society.

2. the National Commission for the securities market shall conditionally, in the terms established by law, the obligation to formulate the public tender offer set in article 128, when another person or entity, directly or indirectly, had a vote percentage equal to or greater than who has the required to make the offer.

Article 132. Consequences of failure to make takeover bid.

1. who fails to comply with the obligation to make a take-over bid, may not exercise political rights derived from any of the values of the listed company whose exercise appropriate for any title, without prejudice to the penalties provided for in title VIII. This prohibition will be also applicable to those values possessed indirectly by the obliged to present the offer public and to those that correspond to who act concert with it.

2 means that it breaches the obligation to make a take-over bid who weren't present, the present of the established deadline or essential irregularities.

3. decisions adopted by the organs of a society where, for the Constitution of these or the adoption of those would have been necessary to compute values whose political rights are suspended pursuant to the provisions of this article shall be null.

4. the National Commission of the stock market will be entitled to the exercise of the corresponding actions to challenge, within the period of a year since he has knowledge of the agreement, without prejudice to the legitimacy which can correspond to other people.

The National Commission of the stock market can challenge the agreements of the Board of Directors of the listed company, in the term of a year since he has knowledge of them.

Article 133. Other provisions.

1. where the consideration offered consist of securities issuing by the company obliged to formulate the offer means that the right of pre-emptive subscription rights referred to in article 93 of the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 of 2 July, to the former shareholders and holders of convertible bonds there is.

2. without prejudice to the provisions of article 130, the mandatory takeover bids will be subject to the regime of article 137.2 when any of the circumstances set out in paragraph 3 of this article.

3. the provisions of this chapter will not be applicable in the event of use of tools, skills and resolution mechanisms set out in law 11/2015, June 18, of recovery and resolution of credit institutions and investment service companies.

4 shall be established by law: to) values that shall refer the offer.

(b) the rules and deadlines for the computation of the percentage of votes that provides control of a company, taking into account the direct and indirect participations as well as conventions, agreements or joint control situations.

(c) the person who shall be obliged to present the takeover bid in the event of shareholder agreements and subsequently control situations where there is a requirement to submit it.

(d) the terms in which the offer will be irrevocable or they may undergo a condition or be modified.

(e) the guarantees required depending on whether the consideration offered is in money, securities already issued or securities whose issuance has not been agreed by the company or entity offering.

(f) the mode of administrative control carried out by the National Commission of the stock market and, in general, the procedure of the takeover bids.

(g) the regime of possible competing offers.

(h) the apportionment rules.

(i) operations exempt from this regime.

(j) the equitable price, the forms of consideration and the exceptions, if any, apply.

(k) information that will be made public prior to the presentation of an offer, once adopted the decision to introduce it, in the course of the same and once.

(l) the term in which a take-over bid must be presented since its public announcement.

(m) the rules on the lapsing of bids.

(n) the rules applicable to the publication of the results of bids.

or) information that must be supplied by the organs of management or direction of the affected society and the offeror to the representatives of their respective employees or, failing that, to the workers themselves, as well as the procedure applicable to such an obligation, without prejudice to the provisions of labour legislation.

(p) the other ends whose regulation is judged to be necessary.

Article 134. Obligations of the organs of management and direction.

1. for the period and on terms to be determined by law, the organs of administration and management of the affected society or the companies belonging to the same group must obtain the prior authorisation of the general meeting of shareholders pursuant to article 194 of the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 2 July, before taking any action which may impede the success of the offer, with the exception of the search for other offers, and in particular before any issuance of securities that could prevent the offeror to obtain control of the company affected.

With regard to decisions taken before the deadline referred to in the preceding paragraph and still not implemented totally or partially, the general meeting of shareholders shall approve or confirm pursuant to article 194 of the recast of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, any decision that do not enroll in the ordinary course of activities of the society and whose implementation can thwart the success of the offer.

In the event that affected society have a dual management system, in the preceding paragraphs shall be also applicable to the Board of control.

2. the general meeting of shareholders referred to in this article may be called fifteen days before the date fixed for the meeting, by notice published in the Official Gazette of the commercial registry and in one of the newspapers with the largest circulation in the province, with expression of the date of the meeting on first call and all matters that have to be treated.

The call will be published by the Official Gazette of the commercial registry immediately upon receipt.

3. companies need not apply the provisions of paragraphs 1 and 2 when they are the subject of a take-over bid made by an entity that does not have its registered office in Spain and is not subject to such standards or equivalent, including those concerning the rules necessary for the adoption of decisions by the General meeting , either by an entity controlled by it, directly or indirectly, in agreement with the provisions of article 42 of the code of Commerce.

Any decision taken pursuant to paragraph above it will require approval of the general meeting of shareholders, as provided for in article 194 of the text of the companies act of Capital, approved by Royal Legislative Decree 1/2010, of 2 July, adopted, a maximum of 18 months until the public acquisition offer has made public.

4. the Board of Directors of the affected society shall publish a detailed report on the offer on the terms and deadlines established by regulation.

Article 135. Measures of neutralization.

1. the companies may decide the following neutralization measures:


(a) the inefficiency, the period of acceptance of the offer, restrictions on the transferability of securities provided for in the shareholder agreements relating to this company.

(b) the ineffectiveness, in the general meeting of shareholders to decide on possible measures of Defense referred to in the article 134.1 from restrictions on voting rights provided for in the statutes of the affected society and the shareholder agreements relating to this company.

(((c) the ineffectiveness of the restrictions referred to in letter a) and, which is provided for in letter b), be contained in shareholder agreements, when after a take-over bid, the offeror has reached a percentage equal to or greater than 70 percent of capital that confers voting rights.

2. the statutory provisions which, indirectly, set directly or in general the maximum number of votes that can emit a single shareholder, the companies belonging to the same group or who act in concert with the above, shall be without effect when, after a takeover bid, the offeror has reached a percentage equal to or greater than 70 percent of capital that confers voting rights except that the offeror or its group or those who act in concert with the previous ones weren't subject to equivalent measurements of neutralization or had failed to take them.

3. the decision to implement paragraph 1 of this article shall be adopted by the general meeting of shareholders of the company, with the requirements of a quorum and majority laid down for the amendment of statutes of the corporations in the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 of 2 July , and will be communicated to the National Commission of the stock market and the supervisors of the States members that the company's shares are admitted to trading, or the admission has been requested. The National Commission of the stock market shall make public this communication in the terms and the term established by law.

At any time the general meeting of shareholders of the company may revoke the decision to apply paragraph 1 of this article, the requirements of a quorum and majority laid down for the amendment of statutes of the corporations in the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 of 2 July. The majority required under this paragraph must coincide with that required under the preceding paragraph.

4. when society chooses to apply the measures described in paragraph 1 must provide adequate compensation for the loss suffered by the holders of the rights listed there.

5. societies may cease to apply measures of neutralization had in force under the protection of the provisions of paragraph 1 of this article, when they are the subject of a public tender offer made by an entity or group, or those who act in concert with the previous ones, that had not adopted measures of neutralization equivalent.

Any measure taken pursuant to the preceding paragraph require authorization of the general meeting of shareholders, with the requirements of a quorum and majority laid down for the amendment of statutes of the corporations in the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 of 2 July , at most, eighteen months before the takeover bid was made public.

6. regulations is may establish them others ends whose regulation is deems necessary for the development of it provisions in this article.

Article 136. Forced sales.

1. where, as a result of a takeover bid for all of the values, in the terms of the articles 128 to 133 and 137, the offeror holds securities representing at least 90 percent of the capital that confers voting rights and the offer has been accepted by holders of securities representing at least 90 percent of the voting rights (other than those who already exercise held by the offeror: a) the offeror may require the remaining holders of securities to sell him those securities at a fair price.

(b) the security holders of the affected society may require the supplier buying their securities at a fair price.

2. If, in the so-called regulated in this article, values object of purchase or forced sale, were seized as a result of administrative or judicial decisions, or there about them any type of load, including liens, rights real limited or financial guarantees, the values written free of such charges, passing these to become on the price paid or the values given by the tenderer as payment of the price by buying and selling.

The custodian of the values will be required to keep on deposit price of sale or, where appropriate, delivered values, putting on knowledge of the judicial or administrative authority has ordered embargoes or owner of any other loads the application of this procedure.

If, after applying the provisions of this section, there is a part of the price that is unnecessary to the satisfaction of the obligations secured with the embargo or practiced embargoes, or the existing loads on values, will be immediately available to the holder of these.

3. regulations shall be established the procedure and requirements for the forced sale referred to in this article.

Article 137. Voluntary takeover bids.

1 public offerings of acquisition of shares or other securities that confer directly or indirectly voting rights in a listed company, made on a voluntary basis, should be sent to all owners, shall be subject to the same rules of procedure as the offers referred to in this chapter and may be made under the conditions established by regulation, by one less than the total number of values.

The mandatory tender offer referred to in article 128 shall not be enforceable where control has been acquired following a voluntary bid values all, addressed to all holders and which has met all the requirements set out in this chapter.

2. when within the two years preceding the announcement relating to the offer if any of the circumstances referred to in the following third paragraph, the Offeror must provide a report of independent expert on the methods and valuation criteria applied to determine the price, which will include the average market value over a certain period , the society's net asset value, the value of the consideration paid by the offeror by the same values in the twelve months prior to the announcement of the offer, the theoretical value of the society and other generally accepted objective assessment criteria which, in any case, ensure the safeguarding of the rights of the shareholders.

The report justify the relevance of respective of each one of the methods used in the assessment. The offered price may not be less than the largest between the equitable price to which refers article 130 and the result of taking into account and with justification to their respective relevance, the methods contained in the report.

Also, if the offer is made as an exchange of values, in addition to the above, it should include, at least as an alternative, a consideration or price in cash equivalents financially, at least, to the offered Exchange.

In order that the offer fits the provisions of this section, the National Commission of the stock market may adapt the administrative procedure, extending deadlines to the extent necessary and requiring the information and documents which it considers suitable.

3 the circumstances which referred to in the second paragraph above are the following: to) that the market prices of the securities that the offer is directed to present prima facie evidence of manipulation, which had motivated the initiation of a sanctions procedure by the National Securities Commission for infringement of the provisions of article 231, without prejudice to the application of sanctions , and provided that had been notified to the interested party the corresponding statement of objections.

(b) that the market, in general, or of the society in particular, affected prices have been affected by exceptional events such as natural disasters, war or disaster situations or others arising from force majeure.

(c) that affected society has been subject to expropriation, confiscation or other similar circumstances that may involve a significant alteration of the real value of their assets.

4. regulations may be other ends whose regulation is judged to be necessary for the development of this article.

Title V chapter I General provisions article 138 investment services companies. Concept of investment services company.

1. investment services companies are those companies whose main activity consists in the provision of investment, on a professional basis, to third parties on the financial instruments referred to in article 2.


2 service companies of investment, subject to the specific legal regime, carried out investment services and ancillary services provided for in this chapter, and may be members of the markets side officers if they so request in accordance with the provisions of title IV.

3 references that are made to companies of investment services and authorities of the Member States of the European Union in this law include also that belong to other States of the European economic area.

Article 139. Assumptions of non-implementation.

1 this law shall not apply to the following persons: to) those who do not make more investment services that deal on own account, unless these people are creators of market or trading for its own account outside a regulated market or a multilateral negotiation of an organised, frequent and systematic way system by providing a system accessible to third parties to enter into negotiations with them.

(b) persons who provide investment services that consist exclusively in the management of systems of participation of workers or in the provision of investment services exclusively for their parent undertakings, for their subsidiaries or for other subsidiaries of their parent companies).

(c) to them people that trading by has own in instruments financial or provide services of investment in instruments financial derivatives on materials raw or contracts of derivatives to makes reference the article 2.8 to them customers of its activity main, whenever it do as activity auxiliary with regard to the main, when is consider as part of a group the main is not the provision of investment services in the sense this Act or activity of banking services according to the Directive 2013/36/EU of the European Parliament and of the Council of 26 June concerning the access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms that amending Directive 2002/87/EC and Directive 2006/48/EC and 2006/49/EC shall be repealed.

d) to persons whose main activity is to deal on own account in commodities or financial instruments derivatives on commodities. This exception shall not apply where the persons that deal on own account in commodities or derivatives on commodities are part of a group whose main activity is the provision of other investment services within the meaning of this law, or of banking services in accordance with Directive 2013/36/EU, June 26.

(e) to companies that provide investment services consisting exclusively in deal on own account in financial derivatives markets and markets of cash with the sole purpose of positions in financial derivatives markets, or which operate on behalf of other members of those markets or facilitating prices for them, and which are guaranteed by liquidators of the same market members When responsibility for the fulfilment of contracts entered into by such firms is assumed by the liquidators members of the same market.

(f) to the persons who provide investment services, when such service is provided in accessory way in the course of a professional activity, and provided that the latter is regulated by legal or regulatory provisions or a code of professional ethics which do not exclude the provision of that service.

(g) to the persons who provide investment advice in the course of another professional activity not regulated by this law, provided that the provision of such advice is not specifically remunerated.

(h) to the members of the European system of central banks, other bodies national with similar functions, or other public agencies that are responsible or involved in the management of public debt.

(i) to the bodies of collective investment and pension funds, management companies and their depositaries. However the above, this law shall apply to the management companies of collective investment institutions in relation to the activities described, and in the conditions laid down in article 145.2.

2. not subject to this law the services provided as a counterpart in the operations carried out by public bodies who negotiate debt the Bank of Spain, the European Central Bank or by other members of the European system of central banks, among the functions assigned by the applicable legislation.

Article 140. Services and investment activities.

They will be considered the following investment services: to) the reception and transmission of orders from customers in relation to one or more financial instruments.

The contact of two or more inverters implementation means included in this service so they run operations together on one or more financial instruments.

(b) the execution of such orders on behalf of clients.

(c) dealing on own account.

(d) the discretion and individualized portfolio management investment pursuant to the mandates conferred by the customers.

(e) the placing of financial instruments without a firm commitment basis.

(f) the assurance of financial instruments or placing of financial instruments on a firm commitment basis.

(g) advising on investment, understanding by this provision of recommendations customized to a client, either upon request or on the initiative of the company's investment services, with respect to one or more transactions relating to financial instruments. It shall not be deemed to constitute advice, for the purposes of the provisions of this letter, the personalized recommendations of generic and not to be made in the field of marketing of securities and financial instruments. These recommendations will have the value of communications of a commercial nature.

(h) management of multilateral trading systems.

Article 141. Auxiliary services.

The following ancillary services are considered: a) the custody and management on behalf of clients of the instruments referred to in article 2.

(b) granting credits or loans to investors, so can perform an operation on one or more of the instruments referred in article 2, provided that the company granting the credit or loan involved in that operation.

(c) advising companies on structure of capital, industrial strategy and related matters, as well as counselling and other services in connection with mergers and acquisitions.

(d) services related to assurance of emission and placement of financial instruments operations.

(e) the preparation of reports of investment and financial analysis or other forms of general recommendation relating to transactions in financial instruments.

Means any information that, without taking into account the specific personal circumstances of the customer to go for, recommend or propose an investment strategy, explicitly or implicitly, on one or several financial instruments or the issuers of financial instruments, including any opinion on the value or the current or future price of such instruments included in this letter always that the information is intended for distribution channels or to the public and that the following conditions are met: 1 that investment report will qualify as such, or as a financial analysis or any similar to this term, either, is presented as an explanation of objective or independent of those issuers or instruments to carry out recommendations.

2. that, where the recommendation is made by a firm of investment services to a client does not constitute advice in investment in accordance with the provisions of article 140.g).

(f) the services of currency exchange, when they are related to the provision of investment services.

(g) investment services as well as ancillary services which relate to the underlying no financial derivative financial instruments referred to in paragraphs 3, 4, 5 and 8 of article 2, when they are linked to the provision of investment services or ancillary services.

Means included the deposit or delivery of goods having the status of deliverables.

Article 142. Other provisions on investment services and ancillary services.

1 investment services marketing and customer acquisition are not in themselves investment services but activities prior to each of the investment services listed in the preceding articles, which can be developed separately from the provision of the service itself.

2. companies of investment services, on the terms established by law, and provided that are resolved properly the possible risks and conflicts of interest between them and their clients, or which may arise between the different clients, may perform the activities provided for in the preceding articles, referred to instruments not covered by article 2 or other ancillary activities involving the extension of your business When it does not invalidates the exclusive purpose of investment services company.


Investment services companies may not assume exclusive functions of management companies of collective investment of funds from pensions or securitisation funds.

3. the Government may modify the contents of the relationship of investment services and ancillary services referred to in the previous articles to adapt to changes that are established in the rules of the European Union. Also the Government can also regulate the form of providing investment services and ancillary services referred to in the preceding articles.

Article 143. Kinds of investment services companies.

(1. are companies of services of investment the following: to) those societies of values.

(b) securities agencies.

(c) the portfolio management companies.

(d) financial advisory firms.

2. securities firms are those firms of investment services that can operate professionally, both employed and self-employed, and perform all investment services and ancillary services provided for in articles 140 and 141, respectively.

3 securities agencies are those companies of investment services that can professionally only operate self-employed, representation or not. They may perform investment services and ancillary services provided for in articles 140 and 141, respectively, with the exception of those provided for in the 140.c article) and f), and article 141.b).

4 the portfolio management companies are those companies of investment services that can only provide investment services referred to in article 140.d) and g). (May also perform ancillary services provided for in the 141.c article) and e).

5 companies of financial advice are those natural or legal persons that can only provide investment services provided for in the 140.g article) and auxiliary services provided for in the 141.c article) and e).

In any case, the activities carried out by these companies will be covered by the guarantee of investment fund regulated in Title VI.

In addition, these companies, as well as those described in the preceding paragraph may not perform operations on values or cash on behalf himself, except for, subject to the limitations by law established, manage their own assets. These companies will not be allowed to have funds or securities of customers so that, in any case, may be placed in debtor position with respect to its customers.

Article 144. Book activity and denomination.

1 no person or entity may, without having obtained the required authorization and be registered in the corresponding administrative records, on a professional basis the activities provided for in article 140 and 141st article), b), d), f) and g), in relation to the financial instruments referred to in article 2, understanding, for this purpose, transactions on foreign currency.

Also, investment services marketing and customer acquisition may be only them professionally, by themselves or through agents regulated in article 146, the entities that are authorized to provide such services.

2. the designations of 'Society values', «Agencia de Valores», «Society Gestora of purses» and «Financial counseling firm», as well as their abbreviations «S.V.», «A.V.», «S.G.C.» and «E.A.F.I.», are respectively reserved entities registered in the corresponding records of the National Commission of the stock market, which are obliged to include them in its name. Any other person or entity may use such names or abbreviations, and the name of «investment company» or any other name or abbreviation to induce confusion.

3. the persons or entities that fail to comply with the provisions of the two preceding paragraphs shall be required so that they immediately cease the use of designations or supply or realization of the described activities. If, within thirty days from notification of the requirement, they will continue using them or making them they will be penalized with coercive fines amounting to up to five hundred thousand euros, which may be repeated on the occasion of further requirements.

4 it shall be competent for the formulation of requirements and for the imposition of the fines referred to in the previous section, the National Commission of the stock market, which may also make public warnings about the existence of this conduct. Requirements will be developed after hearing from the person or entity concerned and the penalties imposed pursuant to the procedure provided for in this law.

This paragraph is understood without prejudice to any other sanctions remedies pursuant to the provisions of title VIII or of other responsibilities, even criminal, that may be required.

5. the register and other public records not entered to those entities whose corporate purpose or which are contrary to the provisions of this law. When, however, such inscriptions have practiced, will be void of full right, and must proceed to its cancellation of its own motion or at the request of the National Commission of the stock market. Such invalidity shall not prejudice the rights of third parties of good faith, acquired in accordance with the contents of the corresponding records.

Article 145. Other entities authorised to provide investment services.

1 credit institutions, although they are not companies of services of investment according to this law, may be usually all services provided for in articles 140 and 141, provided that their legal status, its statutes and its specific authorization enabled them to do so.

The report of the National Commission of the stock market will be mandatory in the procedure whereby it is authorized to credit institutions for the provision of investment services or ancillary services.

Also, credit institutions shall them apply the provisions of this law and its implementing rules in the conduct and discipline of the services and activities provided for in articles 140 and 141 and his possible participation in the official secondary markets.

2 shall apply to the corporate managers of collective investment institutions that they were authorized to do so the rules laid down in this law and its development provisions that regulate the individual and discretionary portfolio management investment, advice on investment, custody and administration of shares of investment funds and , where appropriate, of the shares of investment companies. In particular, will be them application, where appropriate with the specialties that may be established by law, articles 183, 185, 195 and 202 to 219.

Article 146. Agents of investment services companies.

1. investment services companies may appoint agents for the promotion and marketing of investment services and ancillary services object of its programme of activities. (May also designate them usually make against customers, on behalf of the company's investment, the investment services provided for in article 140th services) and e) as well as to provide advice on the financial instruments and investment services that the company offers.

Agents shall act on behalf and under the full and unconditional responsibility of companies of investment services that had hired them at all times.

2 agents shall comply with the following requirements: to) Act exclusively for a single investment services company, or several of the same group.

(b) does not hold any representation of investors or carry out activities that may conflict with the performance of its functions.

((c) the requirements of good repute, knowledge and experience of the article 152.1. f).

(d) not to receive customers, even temporarily, financial instruments or money, or collect fees, commissions or any other type of compensation of the customer.

(e) not subdelegate his performances.

3 investment services enterprises shall, as a prerequisite to appointment of agents: to) have the means to effectively control the actions of their agents and to enforce the rules and internal procedures of the entities that are applicable to them.

b) make sure that agents comply with the provisions in paragraph 2.c), which do not develop activities which may negatively affect the services entrusted and to inform customers of the company name of investment services which represent and that act in their name and on their behalf when it becomes in contact or negotiate with any client or potential client.

(c) granting power of attorney to act in the name and on their behalf in providing services entrusted to them.

4. regulations will be held as provided in this article and in the next, setting out in particular the other requirements which shall be subject to the performance of agents and companies of investment services that provide their services.

Article 147. Registration in the register of agents.


1 companies of investment services that hire agents must inform the National Commission of the market of stock, who recorded them in the register referred to in article 238.e), upon registration of the powers in the register and once proven that agent meets accredited reputation, knowledge and experience to be able to communicate accurately to customer or prospect all relevant information on the proposed service. Registration in the register of the National Commission of the stock market will be required so that agents can start its activity.

2. when the services of investment company concludes its relationship with an agent, you must immediately inform the National Commission of the stock market, for its annotation in the corresponding registry.

3. when a Spanish investment company avails itself of a tied agent established in another Member State of the European Union, the tied agent register is in the register of the National Commission of the stock market where the Member State in which it is established does not allow the use of tied agents to their national investment services companies.

4. the credit institutions that are authorised for the provision of investment services in accordance with the provisions of article 145 may appoint agents in the terms and conditions set forth in this article. In this case, the agents entered in the register which, for this purpose, there is on the Bank of Spain and shall be governed by the provisions of the banking regulations that will be applied, what won't be contradictory with as provided in this article.

Article 148. Procurement by electronic means.

Pursuant to the rules which regulate procurement by electronic means, in General, is enabled the Minister of economy and competitiveness to regulate the specialties of the hiring of investment services electronically, ensuring the protection of the legitimate interests of the customer and without prejudice to the freedom of contract, in its substantive aspects and limitations that could emanate from other legal provisions It should preside over relations between companies of investment and its clientele.

Chapter II authorisation, registration, suspension and revocation article 149. Authorization.

1 the National Commission of the stock market shall authorize the creation of investment services companies.

The authorization shall contain the kind of provider of investment concerned, as well as specific investment services and ancillary services that are authorised you from including in the programme of activities referred to in paragraph 3.

2. the administrative decision shall be reasoned and must be notified within three months of receipt of the request, or at the time that completes the documentation required and, in any case, within six months following receipt of that. When the request is not resolved in the earlier period, may be rejected.

The National Commission of the stock market shall communicate to the Ministry of economy and competitiveness, with quarterly periodicity, the proceedings of approval indicating the essential elements of the record to deal with, and the completion thereof, indicating the direction of the resolution adopted by the National Commission of the stock market.

3. at the request of authorization, together with, where appropriate, the statutes and other documents to be determined according to the rules, you must include, in any case, a programme of activities, in which specific mode be recorded which of those laid down in articles 140 and 141 is intended to make the company and to what extent, as well as the Organization and the same media. Investment services companies may not perform activities not expressly contained in the authorization referred to in paragraph 1.

Also in any case shall be granted authorization to provide only ancillary services.

4. for the provision of a multilateral negotiation system management service may also be authorized companies guiding official secondary markets as well as incorporated entities to the effect by one or several guiding companies, which must have exclusive corporate purpose the management of the system and should be owned to 100% by one or several guiding companies whenever they met, in the terms and adapted as established by regulation, the requirements of companies of investment services for obtaining the authorisation established in this chapter, with the exception of the obligation to adhere to the guarantee fund for investment and as provided for in article 167.2.

Article 150. Registration.

1. for a company of services of investment, a time authorized, can start its activity, them promoters must constitute the society, registering it in the record commercial and subsequently in the record of the Commission national of the market of values that corresponds. In the case of financial advisory companies that are physical persons, just the registration in the register of the National Commission of the stock market.

2. the National Commission for the securities market shall notify any authorization granted to the European Securities and markets authority.

Article 151. Authorization of investment services companies controlled by other companies.

1 the National Commission of the market of stock, shall first consult with the Member State of the European Union competent supervisory authority authorisation of an investment services company where any of the following circumstances: to) that the new company will be controlled by a service company for investment, a credit institution, an insurance company or reinsurance company or a management company of collective investment authorised in that State.

(b) that your control will be exercised by the dominant company of a utility of investment, of a credit institution, an insurance company or reinsurer or a society gestora of instituciones de Inversión colectiva authorized in that State.

(c) that your control will be exercised by the same natural or legal persons controlling a company investment, a credit institution, an insurance company or reinsurer or a society gestora of instituciones de Inversión colectiva authorised in that Member State.

Means that there is a relationship of control for the purposes of this article provided that gives any of the cases referred to in article 42 of the code of Commerce.

2. the inquiry refers to which the preceding paragraph, will reach, in particular, the assessment of the suitability of the shareholders and to honesty, knowledge and experience of the directors and management of the new entity and the parent, and you can repeat for the continuous assessment of compliance by the Spanish investment services companies , of these requirements.

3. in the case of creation of companies of investment services which are to be controlled directly or indirectly by one or more undertakings licensed or domiciled in a State not member of the European Union must suspend the granting of the requested authorization, refused or limit its effects, when it was advised to Spain a decision taken by the European Union to the check that the companies of the EU investment services not be benefit in that State of a treatment that offers the same conditions of competition to their national institutions and that the conditions of effective market access are not met.

Article 152. General requirements for authorization.

1 entities shall meet the following requirements to obtain authorisation as investment services company: to) be exclusive social aimed at the realization of activities that are typical of companies of investment, according to this law.

(b) take the form of limited liability company, incorporated for an indefinite time, and that members of its equity shares are nominative nature. According to the rules, it may provide that investment services company magazine another form of society in the case of financial advisory companies that is a legal person.

(c) in the case of a newly created entity, constituted by the simultaneous Foundation procedure and not reserve advantages or special remunerations of any kind to its founders.

(d) have a minimum share capital fully paid up in cash and minimal own resources to be determined according to the rules depending on the services and activities provided and the anticipated volume of its activity.

In the case of investment firms which are only authorised to provide the service of investment advice or to receive and transmit orders from investors without holding money or securities belonging to clients, and which for this reason never can found in debtor situation respect to such customers, they must sign a minimum share capital or professional indemnity insurance , either a combination of both, in accordance with what is established by law.


(e) count with at least three administrators or, where applicable, that the governing body is composed of not less than three members. Regulations, may require is a number greater of administrators depending on the services of investment and auxiliary that the entity go to lend. In the case of financial advisory firms that are legal entities, the entity may designate a sole administrator.

(f) the Presidents, Vice-Presidents, directors or administrators, Directors General and related to the latter, must possess recognized honorability, knowledge and experience for the proper exercise of its functions and be able to exercise good governance of investment services company. In the case of key entities of investment services companies, the good-repute requirement shall also attend in Presidents, Vice-Presidents, directors or administrators, Directors General and similar to the latter and the majority of the members of the Board of Directors must have knowledge and experience to the proper exercise of its functions.

Also, honesty, knowledge and experience requirements must attend in charge of the functions of internal control and other key positions for the daily development of the activity of a services of investment and its parent company, as it established the National Commission of the stock market.

(g) have the procedures, measures and means to meet the requirements of organization provided for in article 193.2 and 3.

(h) have an internal regulation of conduct, adjusted to the provisions of this law, as well as mechanisms of control and safety in the computer field and internal control procedures appropriate, including, in particular, a regime of personal advisers, managers, employees and agents of the company operations.

(i) adhere to the investment guarantee fund provided for in Title VI, when required by this specific regulation. This requirement will not be enforceable financial advisory firms.

(j) submit a business plan that reasonably accredits that provider's investment project is viable in the future.

(k) submit documentation about the conditions and services, functions or activities that will be subcontracted or externalized, so that you can verify that this fact not denatured or left without content requested authorization.

(l) have appropriate procedures for prevention of laundering of capital and financing of terrorism.

In the regulatory development of the requirements provided for in this section shall be taken into account the kind of provider of investment concerned and the type of activities carried out, in particular, in relation to the establishment of the minimum share capital and minimal own resources provided for in point (d)).

2. when the governing society of the official secondary market authorisation and persons who manage the multilateral trading system are the same as those that manage the market, it shall be presumed that these people meet the requirements set out in the letter f).

Article 153. Specific requirements for the authorization.

1 financial advisory firms that are natural persons shall meet the following requirements to obtain the appropriate authorization: to) have adequate honesty, knowledge and experience in accordance with the provisions of article 152.1. f).

(b) comply with the financial requirements established by regulation.

(((c) comply with the requirements established in article 152.1. g) and h) in the terms established by law.

2 when application for authorization relates to the provision of the service of management of a multilateral system of negotiation, investment services company, guiding society or, in your case, the entity established to do so by one or several governing societies, they shall, in addition, submit to the approval of the National Commission of the stock market rules of operation that (, without prejudice of other specifications laid down in article 320, shall: a) establish clear and transparent rules to regulate access to the multilateral trading system in accordance with the conditions laid down in article 69.2 and that establish the criteria for determining the financial instruments that can be negotiated in the system.

(b) establish rules and procedures governing the negotiation in these systems in a fair and orderly way, establishing objective criteria that allow efficient execution of orders.

Article 154. Expiration of the authorization.

Shall be declared expired authorization which refers this chapter if after the period of one year, counting from the day following the date of notification of the administrative decision that granted the authorization, the promoters of the company's investment services not requested, prior compliance with the established in the previous section, your registration in the corresponding register of the National Commission of the stock market.

Article 155. Refusal of authorisation.

The National Commission of the market of stock may only refuse permission to constitute a company of investment services for the following reasons: to) when the statutory and regulatory requirements fail to obtain and retain the authorization.

(b) when, in response to the need to ensure sound and prudent management of the institution, are not considered appropriate the suitability of the shareholders who are going to have a significant participation, as defined in article 174. Among other factors, the fitness you will appreciate depending on: 1 the good repute of the shareholders.

2nd heritage media with such shareholders have to meet their commitments.

3rd the possibility that the entity is exposed in an improper way to the risk of non-financial activities of its promoters; or, when trying to finance activities, stability or control of the entity may be affected by the high risk of those.

References made to shareholders in this article shall be made to employers in the case of financial advisory firms that are natural persons.

(c) lack of transparency in the structure of the group that may eventually belong the entity, or the existence of close links with other companies of investment services or other natural or legal persons that would prevent the effective exercise of the functions of supervision of the National Commission of the stock market, and, in general, the existence of serious difficulties to inspect it or obtain the information deemed necessary by the National Commission of the stock market for the proper development of its supervisory functions.

(d) when provisions in laws, regulations or administrative of a State not member of the European Union by governing physical or legal persons with which the investment firm keep close links, or difficulties involving its application, impeding the enjoyment of effective monitoring functions.

(e) lack of honesty, knowledge and experience, and ability to exercise good governance of the company by the members of the Board of Directors and of the people who take care of the effective direction of the mixed financial holding company, when the investment company will be dependent on that as part of a financial conglomerate.

(f) the existence of serious conflicts of interest between the charges, responsibilities or functions held by the members of the Board of Directors of the company of investment services and other charges, responsibilities or functions that have simultaneously.

Article 156. Statutory modifications.

1. amendments to the articles of Association of the investment services companies are subject to the procedure of authorization of new entities, while the request for authorization must solve, notifying interested parties, within the two months following their presentation.

2. when the request is not resolved within this time, it means estimated.

3. all statutory modifications shall be subject to registration in the register and in the of the National Commission of the market of stock, deadlines and requirements to be determined by regulation.

4 Notwithstanding the provided for in paragraph 1, will not require prior authorization, although they must be subsequently reported to the National Commission of the stock market for their perseverance in the corresponding register, amendments to the articles of Association relating to: to) change of domicile within the national territory as well as the change of name of the company's investment services.

(b) addition to the statutes of companies of investment services of legal or regulatory provisions of imperative or prohibitive character, or fulfillment of judicial or administrative decisions.

(c) the capital increases charged to reserves of investment services companies.

(d) such other modifications for which the National Commission of the market of stock, in reply in consultation, or by a resolution of a general nature, have considered unnecessary, because of its limited relevance, the application for authorization.


Article 157. Modification of licensed investment services.

1. any alteration of the specific investment services and ancillary services initially authorized, shall require prior authorization granted in accordance with the procedure of authorization of new entities and registration in the records of this Committee, in the form determined by law.

2 authorization may be refused if the entity does not meet the provisions in articles 152, 153, 155, 183, 185, 190 and 193, and, in particular, if the National Commission of the stock market believes insufficient administrative and accounting organization of the entity, its human and technical resources, or its internal control procedures.

3. If, as a consequence of the authorized alteration, investment services company restricts the scope of its activities, shall be, where appropriate, to settle pending operations or transfer values, instruments and cash that had been entrusted to him by clients. The National Commission of the stock market may decide appropriate, precautionary measures including the intervention of the winding-up of pending operations.

Article 158. Appointment of new charges of administration and management.

1. the appointment of new charges of administration or management of investment and, where appropriate, of its key entities, services shall be subject to prior notification to the National Commission of the stock market, in the form and time limits to be determined by regulation.

2 the National Commission of the market of values may object to these appointments, so motivated in the period of three months from the receipt of the communication, if it is considered that such persons do not enjoy good repute or sufficient experience, in accordance with the provisions of article 152.1. f) and g) or where there are objective and demonstrable grounds for believing that proposed changes could endanger the proper and prudent management of the entity or the Group to which he belongs.

3. in the case of new charges of administration or management of the parent company of investment services which are subject to authorization of other supervisory bodies just mere communication to the National Commission of the stock market of the new charges.

Article 159. Structural modifications.

The transformation, merger, Division and segregation of a branch of activity as well as other operations of social change carried out by a firm of investment services or leading to the creation of an investment services company, will require prior authorization, in accordance with the procedure laid down in article 149, with the adaptations that are designated by regulation without that in any case social disruption can mean loss of the requirements as to the Constitution of investment services companies are established legal or regulations.

Article 160. Revocation of the authorization.

The authorisation issued to an investment services company or one of the entities referred to in article 145.2 or a branch of an entity with headquarters in States not members of the European Union can revoke in the following cases: to) does not start the activities approved within the twelve months following the date of notification of the authorization , for reasons imputable to the person concerned.

(b) if it expressly authorized, regardless of which is transformed into another entity or agree to its dissolution.

c) if interrupted, in fact, the specific activities authorized for a period exceeding six months.

(d) If during one year you make a volume of less than the normal activity by regulation is determined.

e) if in breach of any sudden form the requirements for obtaining the authorization, unless otherwise provided one in relation to the cited requirements.

((((f) serious and systematic breach of the obligations laid down in the articles 190.1. to) and 193.2. c), e) and f).

(g) when giving the course laid down in article 180.1.

h) If company services of investment or the person or entity is legally declared bankrupt.

(i) as a penalty, as provided for in title VIII of this law.

(j) if the investment services company ceases to belong to the investment guarantee fund provided for in Title VI.

(k) when giving any cause of dissolution provided for in the articles 360 and 363 recast of the Capital Companies Act approved by Royal Legislative Decree 1/2010 of 2 July.

(l) if it had obtained authorization under false statements or other medium irregular.

Article 161. Revocation of the authorization procedure.

1. the revocation of the authorization shall follow the procedure laid down in the rules governing the common administrative procedure of public administrations, corresponding processing and resolution to the National Commission of the stock market.

The National Commission of the stock market shall communicate to the Ministry of economy and competitiveness the revocation of the authorization.

2 some of those provided for in the letters however, whenever the cause of revocation that concur to), b) or h) of the preceding article, is enough to give audience to the interested entity. (In the cases provided for in the letters i) and j) must follow the specific procedures provided for in this law.

3. the resolution agreed the revocation shall be immediately Executive. Once notified, the undertaking of services in question cannot be new operations. The resolution must register in the register and in the of the National Commission of the market of stock, and shall be notified to the European Securities and markets authority. In addition, be published in the «Official Gazette», producing effects against third parties since then.

4. the national stock market Commission may agree to the revocation involves the forced dissolution of the entity. When the dissolution affects members of the market, the National Commission of the stock market and the governing bodies of the official secondary markets, on their own or at the request of one, may agree all the precautionary measures that they deem appropriate in the interests of the protection of investors and the regular functioning of the securities markets, and in particular (: a) agree on the transfer to another entity securities, financial instruments and cash that had been entrusted to him by clients.

(b) require any specific guarantee to the liquidators appointed by the society.

(c) appoint the liquidators.

(d) intervene the liquidation operations. Whether by virtue of the provisions in this article, or elsewhere in this law, to appoint liquidators or auditors of the clearance operation, shall apply, appropriate, as referred to in title III, chapter V of the law 10/2014, 26 June.

5 when revocation does not carry the dissolution of the company's investment services, should be ordered to liquidate the outstanding operations, and, where appropriate, to transfer securities, financial instruments and cash that had been entrusted to him by clients. The National Commission of the stock market may decide appropriate, precautionary measures including the intervention of the winding-up of pending operations.

6 when an investment services company agrees its dissolution for any of the causes provided for in article 363 of the text revised of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, shall be deemed revoked the authorization, and may the National Commission of the stock market agree for their orderly liquidation of any of the measures mentioned in paragraph 4 of this article.

7. the revocation of the authorization granted to an investment services company based in a State not member of the European Union will determine the revocation of the authorization of the operating branch in Spain.

8. in the event that the National Commission of the stock market are aware that a company of another Member State of the European Union operating investment services in Spain the authorization has been revoked him, immediately agree appropriate measures so that the entity do not initiate new activities and will safeguard the interests of investors. Without prejudice to the powers of the supervisory authority and in collaboration with her, the National Commission of the stock market may agree to the measures provided for in this law to ensure a correct settlement.

Article 162. Suspension of the authorization.

1. the National Commission of the stock market may suspend, as a whole or in part, the effects of the authorisation issued to an investment company. When the suspension is partial, it will affect some activities or the scope with which they are authorized.

2 the suspension may agree when any of the following cases: to) opening of a disciplinary record for serious or very serious violation.

(((((b) when will any of the causes provided for in the 160.e article), f), h), j), or l), and will substantiate the revocation procedure.

(c) when giving the course laid down in article 178.

(d) when the company does not make contributions to the investment guarantee fund provided for in Title VI to which belongs.

(e) as a penalty, as provided for in title VIII.


3 suspension will only be granted when, realizing one of the causes referred to in the previous number, the measure is necessary to ensure the solvency of the institution or to protect investors. You may not agree, except that in the case of a sanction for one period exceeding one year, renewable for another.

4. the measure of suspension of activities will remember and will produce its effects as provided in article 161, except when giving a course that has a specific regime in this law.

Article 163. Authority to request the Declaration of insolvency.

The National Commission of the stock market will be entitled to request the Declaration of insolvency of the investment services companies, provided that the financial statements submitted by entities, or the checks carried out by the own national Commission of the stock market services, may be found in a State of insolvency pursuant to law 22/2003 , 9 July, bankruptcy.

Chapter III branches and free provision of services article 164. Cross-border actions of Spanish investment services companies in Member States of the European Union.

Spanish investment services companies members of the European Union may provide in the territory of other States investment services and ancillary services for which they are authorized, either through the establishment of a branch office, either through the free provision of services, on the terms set forth in this chapter.

Article 165. Opening of branches in Member States of the European Union.

1. any undertaking investment services Spanish wishing to establish a branch within the territory of another Member State of the European Union shall notify the National Commission of the stock market. The notification must indicate: to) States members in whose territory intends to establish a branch.

(b) a programme of activities in which you specify, among other aspects, investment services, as well as ancillary services which it intends to carry out and the organizational structure of the branch as well as the indication of whether the Branch provides use tied agents.

(c) the address in the State member of reception where can obtain is documentation.

(d) the name of the managers responsible for the management of the branch.

2. unless it has reason to doubt the adequacy of the administrative structure or the financial situation of the entity, taking into account the activities that it intends to perform, the National Commission of the stock market must send all the information sent by the service company of Spanish investment to the competent authority of the host Member State within the period of three months from its receipt , and duly inform the company of investment services.

In addition, the National Commission of the stock market shall forward to the competent authority of the host Member State, data on the Fund of guarantee of investments to which the entity is attached, as well as any changes that may occur in this respect.

3. If the National Commission of the stock market agrees not to send the information to the host Member State for any of the causes mentioned in the previous section, you must inform the company of investment services in within three months from the receipt of the information, indicating the reasons for its refusal.

4. in the event of a modification of any of the information communicated pursuant to the provisions of paragraph 1 investment services company must inform in writing the National Commission of the stock market at least a month before making it effective. The National Commission of the stock market shall inform the competent authority of the host Member State.

5. the branch may settle and start their activities when you have received a communication from the competent authority of the Member State of reception or, in the absence of this, within a period of two months from the date of communication of the National Commission of the stock market to that competent authority.

6. when the services of Spanish investment company use an agent established in another Member State of the European Union, said actor assimilate to a branch and shall be subject to the regime established in this article for branch offices.

Article 166. Freedom to provide services in the Member States of the European Union.

All enterprise services of Spanish investment, where free provision of services regime, want to provide first services in the territory of another Member State of the European Union, or change the range of services or activities provided under this regime, shall notify the National Commission of the stock market. The notification must indicate: a) the Member State in which you plan to operate.

(b) a programme of activities in which you specify, among other things, investment services, as well as complementary services that intends to carry out and the indication of whether it is expected to use agents in the territory of the Member States which intend to provide services. When the company's investment services intends to use tied agents, the National Commission of the stock market shall, at the request of the competent authority of the Member State of reception and in a reasonable period of time, the identity of the tied agents that have intended to use in that Member State. The National Commission of the stock market will give access to that information to the European authority of securities and markets, in accordance with the procedure and under the conditions provided for in article 35 of Regulation (EU) No. 1095 / 2010, November 24, 2010.

Article 167. Cross-border investment services firms performance Spanish in States not members of the European Union.

1. the Spanish investment services companies seeking to open a branch or provide services without branch in a non-Member State of the European Union, must previously obtain authorisation from the National Commission of the market of stock, according to the rules determining the requirements and the procedure applicable to this so-called.

2. the national stock market Commission shall inform the European Commission and the European authority of securities and markets of the general difficulties that confront companies of investment services when it comes to settle or providing investment services in a non-Member State of the European Union.

3. also will be subject to prior authorisation from the National Commission of the market of stock creation by a company of services of Spanish investment or a group of Spanish investment services companies of a foreign investment service company, or the acquisition of a stake in an existing company, when the provider of foreign investment will be constituted or is domiciled in a State which is not member of the Union European. Regulations will determine the information to be included in the request.

4. the National Commission of the stock market, within the period of three months from receipt of all required information, shall rule on the request. When the request is not resolved in the earlier period, may be estimated.

5. the National Commission of the stock market may refuse the request when, according to the financial situation of the investment company or its management capacity, consider that the project can disturb the proper conduct of its activities in Spain, when views of the location and characteristics of the project, not to ensure the effective supervision of the Group , based on consolidated, by the National Commission of the stock market or when the activity of the dominated entity is not subject to effective supervision by any national supervisory authority.

Article 168. Investment services firms authorised in another Member State of the European Union.

1 services of investment firms authorised in another Member State of the European Union may be in Spain, either through the opening of a branch office, right of free provision of services, investment services and ancillary services. It will be essential for authorization, the statutes and the legal status of the entity to enable you to exercise activities seeking to carry out. In any case, ancillary services may only be together with an investment service.

2. in no case may condition the establishment of branches or the free provision of services referred to in the preceding paragraph, the obligation to obtain additional authorization or to the provide a background of provision, or to any other measure having equivalent effect.

Article 169. Procedure of opening and closing of branches in Spain.

1. the opening in Spain of branches of companies of investment services authorized in other Member States of the European Union will not require prior authorization.

2. However it willing in the paragraph previous, the opening of the branch will be conditioned to the Commission national of the market of values receive a communication of the authority competent of the State member of origin of the company of services of investment. The communication shall contain the information indicated in the article 165.1.


3. once the communication has been received, the National Commission of the stock market shall notify their receipt to the company's investment services, who shall register the branch in the commercial register and in the corresponding register of the National Commission of the stock market, informing that the date of the effective start of operations. If the National Commission of the stock market performed this communication the branch may be established, registering in the commercial register and the of the National Commission of the market of stock, and start its activities within the period of two months from the date of the communication by the competent authority of the home State.

4 after a year since had notified the company of investment services the receipt of the communication made by its supervisory authority, while it entered the branch in the corresponding register of the National Commission of the stock market, the procedure shall be deemed expired.

5. in the event of closure, the branch shall inform the National Commission of the stock market this situation at least three months prior to the date scheduled for this.

6. when the investment services company avails itself of an agent established in a Member State of the European Union other than the Member State of origin of the investment services company, the tied agent assimilate is branch, subject to the provisions of this Act for the branches.

Article 170. Supervision of branches in Spain 1. The National Commission of the stock market will be responsible for ensuring that the services provided by the branch within Spanish territory met the obligations set out in articles 89 to 92, 209 to 218 and 221 to 224 and the obligations set out in the title X, chapter III and the measures taken in accordance with them.

As a result, the National Commission of the stock market shall have the right to examine the measures taken by the branch and ask the amendments strictly necessary to ensure compliance with the provisions on such items and the measures taken in accordance with them, with respect to the services and activities provided by the branch within Spanish territory.

(2. also, the Commission national of the market of values will assume the control of the obligation established in the article 193.2. d). with regard to the record of them operations made by the branch, without prejudice of that the authority competent of the State of origin have an access direct to that record.

3. the provisions of the preceding two paragraphs will also apply in the case of branches of EU credit institutions authorised to provide investment services in Spanish territory.

4. without prejudice to in the two preceding paragraphs, the competent authority of the Member State of origin may, in the exercise of its responsibilities and after informing the National Commission of the market of stock, conduct inspections "in situ" of that branch.

5. the National Commission of the stock market may require, statistical purposes, all the community investment services companies that have branches in Spanish territory to inform them periodically on the activities of those branches.

Article 171. Free provision of services in Spain.

1. the realization in Spain for the first time of activities or of investment services and ancillary services, free provision of services by licensed investment services companies in another Member State of the European Union, can be started once the National Commission of the stock market has received a communication from the competent authority of the Member State of origin of the entity in the terms referred to in article 166.

2. when the services of investment company intends to use tied agents, the National Commission of the stock market may request from the competent authority of the home State communication, in a reasonable period of time, of the identity of the tied agents that the entity intends to use in the Spanish territory. The National Commission of the stock market may decide to make public this information.

Article 172. Preventive measures.

1. when the National Commission of the stock market has grounds clear and demonstrable to believe that a company's investment services authorized in another Member State of the European Union which operates in Spain through branch or of free provision of services infringes obligations arising from national provisions adopted pursuant to the Directive 2004/39/EC It shall communicate the facts to the competent authority of the Member State of origin.

In the event that, despite the measures taken by the competent authority of the Member State of origin, investment services company persists in a performance clearly prejudicial to the interests of investors in Spain or the correct functioning of the markets, the National Commission of the stock market, after informing the competent authority of the Member State of origin It shall take all appropriate measures, including the possibility of preventing offending investment services companies perform new operations in Spanish territory. The National Commission of the stock market shall inform without delay about measures to the European Commission and the European Securities and markets authority. The National Commission of the stock market may urge the European Securities and markets authority to act in accordance with the powers conferred on him by article 19 of Regulation (EU) No. 1095 / 2010, November 24, 2010.

2. Notwithstanding the provisions of the preceding paragraph, where the National Commission of the stock market establishes branch office in Spain of a company's community investment services does not meet the obligations laid down in articles 89 to 92, 209 to 218 and 221 to 224, and title X, chapter III of this law and its development provisions It shall require the undertaking of investment services that put an end to its irregular situation.

If the investment company does not adopt appropriate measures, the National Commission of the stock market will take all necessary measures to put an end to this situation, and must inform the competent authorities of the Member State of origin, the nature of the measures taken.

If, despite the measures taken by the National Commission of the stock market, the company continues violating the provisions contained in this Act and its rules of development, the National Commission of the stock market, after informing the competent authorities of the Member State of origin, you can sanction it and, where appropriate, prohibit new operations on Spanish territory. The National Commission of the stock market shall inform the European Commission and the European authority of securities and markets without delay about measures. The National Commission of the stock market may urge the European Securities and markets authority to act in accordance with the powers conferred on him by article 19 of Regulation (EU) No. 1095 / 2010, November 24, 2010.

3. any measure taken pursuant to this article involving sanctions or restrictions on the activities of an investment firm shall be duly motivated and communicated to the affected investment services company.

4. the provisions of this article will also apply in the case of other Member States of the European Union credit institutions authorised to provide investment services in Spanish territory, in regime of free provision of services, in regime of freedom of establishment.

Article 173. Investment service companies authorized by States not members of the European Union.

1. to unauthorized investment services companies in Member States of the European Union seeking to open a branch in Spain it will be application the prior authorisation procedure laid down in chapter II with adaptations according to the rules established. If they are intended to provide branchless, must be authorized in the form and conditions established by law.

2. the authorization referred to in the preceding paragraph, may be denied or conditioned, for prudential reasons, not be an equivalent to Spanish banks deal in their country of origin, or does not comply with the rules of management and discipline of the Spanish securities markets be secured.

3 States-based investment service companies not members of the European Union operating in Spain are subject to this law and its implementing rules.

Chapter IV shares significant article 174. Significant shareholdings.

1. for the purposes of this Act, means significant participation in a company of Spanish investment services that reach, directly or indirectly, at least 10 per cent of the capital or of the voting rights of the company.


You will also need consideration of that significant participation which, without reaching the designated percentage, allowed to exercise a significant influence over the company. Regulations shall be determined, taking into account the characteristics of the different types of investment services companies, when you should presume that a natural or legal person may exercise such influence remarkable, considering these effects, among others, the ability to appoint or dismiss any member of its Board of Directors.

2. the provisions of this title for the services of investment companies shall be without prejudice to the application of the rules on public procurement offers and information about major holdings contained in this law and the special rules laid down in the sixth additional provision and in articles 48 and 99, as well as its implementing rules.

Article 175. Duty of notification.

1. any natural or legal person which, alone or acting in concert with others, purchased, directly or indirectly, a stake in a company of services of Spanish investment, so that its percentage of voting rights or of owned capital is equal to or greater than 5 percent, it shall immediately in writing to the National Commission of the stock market and the corresponding investment services company indicating the amount of participation achieved.

2 any physical or legal person who, alone or acting in concert with others, hereinafter the potential acquirer, you have decided to acquire, directly or indirectly, a significant stake in a company of services of Spanish investment or increase, directly or indirectly, participation in it in such a way that, or the percentage of voting rights or capital possessed of is equal to or greater than 20 , 30 or 50 percent, or rather than under it acquisition is could get to control it company of services of investment, in it successive, it acquisition proposed, it will notify previously to the Commission national of the market of values, indicating the amount of the participation planned e including all the information that regulations is determine. Such information must be relevant for the evaluation, and proportional and appropriate to the nature of the potential acquirer and the proposed acquisition.

Means that there is a relationship of control for the purposes of this article provided that gives any of the cases referred to in article 42 of the code of Commerce.

For the purposes of this section the voting rights will not be taken into account or the resulting capital of the assurance of a broadcast or a placement of financial instruments or the placement of financial instruments based on a firm commitment, provided that such rights are exercised not to intervene in the management of the issuer and transferred within the period of one year since its acquisition.

3. in addition, investment services companies inform the national stock market Commission, as soon as they have knowledge of this, acquisitions or transfers of holdings in its capital that transcend any of the levels outlined in the preceding paragraphs of this article.

4. when the National Commission of the stock market receives two or more notifications relating to investment services company we try to all potential purchasers of a non-discriminatory manner.

Article 176. Assessment of the proposed acquisition.

1. the National Commission of the stock market, in order to ensure the sound and prudent management of the utility's investment in which the acquisition it is proposed, in response to the possible influence of the acquirer potential on it, will assess the suitability of and the financial soundness of the proposed acquisition, according to the following criteria (: a) the commercial and professional honorability of the potential purchaser.

(b) commercial and professional repute and experience of managers and executives who will direct the activity of the utility of investment as a result of the proposed acquisition.

(c) the financial solvency of the potential acquirer to meet their commitments, especially in relation to the type of activity that is exercised or is expected to exercise in the company of investment services in which the acquisition is proposed.

(d) the ability of the company's investment services sustainably meet the obligations set out in the regulations that may apply. In particular, where appropriate, be assessed if group that will become a part has a structure which will not impede exercise effective oversight, and that allows to carry out an effective exchange of information between the competent authorities to carry out such supervision and to determine the Division of responsibilities between them.

(e) that there are rational indications that allow to suppose that: 1 in connection with the proposed acquisition, they are making, they have carried out or attempted money-laundering operations money or financing of terrorism insofar as provided in the rules of prevention of such activities; or, 2 the aforementioned acquisition may not increase the risk of such operations are carried out.

2. as soon as you receive the notification referred to in article 175, the National Commission of the stock market will request review of the Executive service of the Commission for the prevention of money laundering and monetary offences, in order to obtain an adequate assessment of this criterion. With this application the National Commission of the stock market will forward to the Executive service how much information it has received from the potential acquirer or available in exercise of its powers that may be relevant for the assessment of this criterion. The Executive service shall forward the report to the National Commission of the stock market within a maximum of thirty working days counting from the day following that which receives the request with the designated information.

3. the National Commission of the stock market shall have a period of sixty days from the date at which taken the acknowledgement of receipt of the notification referred to in article 175, to carry out the assessment referred to in the paragraph above and, where appropriate, oppose the proposed acquisition. The acknowledgement of receipt will be written within 2 working days counting from the date of receipt of the notice by the National Commission of the stock market, provided that it is accompanied by all the information that is required in accordance with article 175, and he reverts to the exact date on which expires the period of assessment the potential acquirer. In the terms provided for in article 68 of the law 39/2015, from October 1 if notification did not contain all the required information, it will require the purchaser potential so that, within a period of ten days, remedy the lack or accompany the information required, with an indication of that, so do not do so, you shall be withdrawn from the proposed acquisition.

If the National Commission of the stock market is not pronounced in the previous deadline means that opposition there is no.

4. If it considers it necessary, the National Commission of the stock market may request additional information to which, in General, should be required pursuant to the provisions of article 175, to conveniently evaluate the proposed acquisition. This application shall be made in writing and it shall specify the additional information required. When the request for additional information within the first fifty days of the period specified in paragraph 3, the National Commission of the stock market may interrupt the computation of the period, for only once, during the period that mediate between the date of the request for additional information and the date of receipt of the same. This interruption will have a maximum duration of twenty business days, which may be extended to thirty days, in the cases determined by regulation.

5. the National Commission of the stock market, only may oppose the proposed acquisition when there are reasonable grounds to do so on the basis of the criteria laid down in paragraph 1 or if the information provided by the potential acquirer is incomplete. If after the evaluation, the National Commission of the stock market raised objections to the proposed acquisition shall inform the potential acquirer, written and motivating its decision, within two working days, without that in any case the maximum period does not exceed to perform the evaluation. When does not oppose the proposed acquisition, you can set a deadline for the conclusion of the same and, where appropriate, extending it.

6. the National Commission of the stock market may not impose preconditions in terms of the amount of the participation which must be purchased or taken into account economic market needs to carry out the assessment.

7. the decisions taken by the National Commission of the stock market will mention possible observations or reservations expressed by the competent authority of the supervision of the potential acquirer, consulted on the terms of article 177.


8. at the request of the potential purchaser or ex officio, the National Commission of the stock market may make public the reasons which justify its decision, provided that the revealed information does not affect third parties unrelated to the operation.

Article 177. Cooperation between supervisory authorities.

1 the national stock market, to the Commission assessment refers to which article 176.1, consult the authorities responsible for the supervision in other States members of the European Union, when the potential acquirer is: to) an entity's credit, insurance company or reinsurance company, provider of investment or management company of collective investment or pension funds institutions authorised in another Member State of the European Union.

(b) the parent of a credit institution, an insurance or reinsurance, entity of a services company investment or a management company of collective investment or pension funds institutions, authorised in another Member State of the European Union.

(c) a natural or legal person who exercises the control of a credit institution, an insurance or reinsurance, entity of a services company investment or a management company of collective investment or pension funds institutions, authorised in another Member State of the European Union.

2 the national stock market, to the Commission assessment refers to which the preceding paragraph, consult: to) to the Bank of Spain, since the potential acquirer is a credit institution, or a parent of a credit institution or a natural or legal person who exercises the control of a credit institution.

(b) to the General Directorate of insurance and pension funds, provided that the potential acquirer is an insurance company or reinsurer or a pension fund management company, or a parent of an insurance or reinsurance entity or a pension fund management company, or a natural or legal person who exercises control of an insurance or reinsurance entity or a company pension fund.

3. the National Commission of the stock market will assist each other queries that may send the authorities responsible for the supervision of the buying potential of other Member States, and, in its case, the Bank of Spain or the General Directorate of insurance and pension funds. In addition, it shall be provided with ex officio and without unjustified delay information that is essential for the evaluation, as well as the rest of the information requested, if it is timely for the evaluation.

Article 178. Effects of the breach of obligations.

When an acquisition of the regulated article 175 is made without having previously notified the National Commission of the market of securities; (or, having notified, had not passed yet the period provided for in article 176.3, or if mediate the express opposition of the National Commission of the stock market, there will be the following effects: to) automatically in any case, do not practise political rights pertaining to shares acquired irregularly until the National Commission of the stock market Once received and evaluated information on purchasers, judge them suitable. If, however, they came to be exercised, the corresponding votes will be void and the agreements will be contested in the courts, as provided for in chapter IX of the recast of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, being entitled to effect the National Commission of the stock market approved by Royal Legislative Decree 1564 / 1989 , of 22 December.

b) may agree to the suspension of activities provided for in article 162.

(c) if necessary, be agreed the intervention of the company or the replacement of its administrators, as provided for in title VIII.

(d) impose the penalties provided for in title VIII.

Article 179. Reduction of significant shareholdings.

1. any natural or legal person who has decided to have, directly or indirectly, a significant stake in an investment services company, shall notify it first the National Commission of the market of values, indicating the amount of the proposed operation and the expected time to carry it out. That person must also notify if you have decided to reduce its significant participation so that the percentage of voting rights or of owned capital is less than 20, 30 or 50 per cent, or who can lose control of the company's investment services.

2. the breach of this duty shall be punished as provided for in title VIII.

Article 180. Preventive measures.

1. when there are grounds founded and accredited on the influence exerted by persons who have a significant stake in a company's investment services can be to the detriment of the sound and prudent management of it, seriously harming their financial situation, the National Commission of the stock market, it will take one or more of the following measures (((: a) referred to in paragraph 178.a)) and (b), while the suspension of the voting rights may not exceed three years.

(b) in exceptional cases, the revocation of the authorization.

2. in addition, it may impose sanctions that apply as provided in title VIII.

3. the National Commission of the stock market will reasoned notice to the Ministry of economy and competitiveness of the decisions taken pursuant to this article.

Article 181. Communication of shareholder structure.

1. investment services companies are kindly requested to inform the National Commission of the market of values, in the form and with the frequency established by law, on the composition of its shareholders or alterations occurring in the same. Such information will necessarily include that relating to the participation of other financial institutions in its capital, which was the amount. According to the rules will be established in which cases this information will be public.

2. in addition, at least once a year, investment services companies must inform the National Commission of the stock market of the identity of the shareholders holding major holdings, indicating the volume of such participations.

Chapter V suitability, governance and requirements of information article 182. Fitness requirements.

1. it shall be deemed that honesty required in this title in those who have been showing personal, commercial, and professional conduct that do not throw any doubts about his ability to play a sound and prudent management of the investment services company there is.

To evaluate the concurrence of honesty you should consider all available information, in accordance with the parameters to be determined by regulation. In any case, such information shall include concerning the condemnation by the Commission of crimes or misconduct and the sanction by the Commission of administrative offences.

2. it shall be deemed that they possess the knowledge and experience required in this title to exercise its functions in investment services companies who have training level and suitable profile, in particular, in the areas of securities and financial services, and practical experience derived from their previous occupations for one sufficient time.

3 take into account for the purposes of rating the disposal of the members of the Board of Directors to exercise good governance required in this title, the presence of potential conflicts of interest that generate undue influences from third parties and the ability to devote sufficient time to carry out the functions of.

Article 183. Selection and evaluation of members of the Board of Directors, Directors General and similar.

1. the services of investment companies shall ensure at all times the fitness requirements provided for in this law. For this purpose, they must have, in conditions commensurate with the nature, scale and complexity of its activities, with units and internal procedures to carry out the selection and continuous evaluation of the members of its Board of administration and its directors general or assimilated, and persons who exercise functions of internal control or key positions for the daily development of the activity of the company's investment services , pursuant to this article.

2. the assessment of the suitability of previous charges in accordance with the criteria of good repute, experience and good governance established in this law will occur by the company of investment services as well as by the National Commission of the Mercado de Valores, in terms that provide for regulations.

3 in the event of failure to comply with the requirements of good repute, knowledge and experience and good governance, the National Commission of the stock market may be: to) revoke the authorization in exceptional way, in accordance with article 160.

(b) require the temporary suspension or cessation of the post of Director or director general or assimilated or rectify deficiencies identified in case of lack of good repute, appropriate knowledge or experience or capacity to exercise good governance.


If investment services company is not applicable to the implementation of such requirements within the time specified by the National Commission of the stock market, it may agree to temporary suspension or the termination of the corresponding charge, in accordance with the procedure laid down in article 311.

Article 184. Regime of incompatibilities and limitations.

1. the National Commission for the securities market shall determine the maximum number of charges that a member of the Board of directors or a director general or assimilated can be occupied at the same time taking into account the particular circumstances and nature, size and complexity of the activities of the entity.

The members of the Board of Directors with executive functions and General and similar principals of investment firms may not occupy at the same time more charges than those provided to credit institutions in article 26 of the law 10/2014, 26 June.

2. the national stock market Commission may authorize the charges referred to in the preceding paragraph to a non-executive position if it is considered that this does not prevent the correct performance of their activities in the company's investment services. Such authorization shall be notified to the European banking authority.

3 Notwithstanding the above, this article shall not apply to the companies of investment services that meet the following requirements: a) aren't authorized to the auxiliary service referred to in article 141st), b) provide only one or more of the services or investment activities listed in article 140. ((((a), b), d) and g), and c) aren't allowed to have on deposit money or securities of their clients and that, for this reason, never can be found in debtor situation with regard to such customers.

Article 185. Standards of corporate governance.

1. investment services companies must have solid corporate governance procedures, including a clear organisational structure, appropriate and proportionate to the nature, scale and complexity of its activities and with well defined, transparent and consistent lines of responsibility.

For this purpose, the Board of Directors of investment services companies must define a system of governance that ensures an effective and prudent management of the institution, and to include the proper allocation of functions in the Organization and the prevention of conflicts of interest.

2 the system of corporate governance shall be governed by the following principles: to) the responsibility for the Administration and management of the institution, approval and monitoring of the implementation of its strategic goals, its strategy of risk and its internal government, will be held by the Board of Directors.

(b) the Board of Directors will ensure the integrity of the systems of accounting and financial information, including financial and operational control and compliance with the applicable legislation.

(c) the Board of Directors shall supervise the process of dissemination of information and communications relating to the company's investment services.

(d) the Board of Directors is responsible for ensuring effective oversight of senior management.

(e) the Chairman of the Board of Directors may not simultaneously occupy the post of CEO, unless the entity justifies it and authorizes it the National Commission of the stock market.

3. the governing body shall monitor the application of the system of corporate governance and answer it. For this must control and evaluate periodically the effectiveness of the system and adopt them measures appropriate to solve their deficiencies.

4. investment services firms will have a web page where will be broadcast to the public information referred to in this chapter and shall communicate the mode in which meet the obligations of corporate governance.

5. for the purposes of this law, it will match the Board of Directors to any equivalent body of investment services companies.

6. the remaining entities that provide investment services, in accordance with the provisions of this title, must have a clear organisational structure, adequate and proportionate to the nature, scale and complexity of investment services they provide.

Article 186. Nominations Committee.

1. the services of investment companies shall constitute an appointments Committee, composed of members of the Board of Directors that do not perform executive functions in the entity. The National Commission of the stock market may determine that a firm of investment services, because of their size, their internal organization, nature, scope or low complexity of their activities, may constitute the cited Committee jointly with the remuneration Committee, or else is exempt from this requirement.

2. the Nominations Committee established a goal of representation for the sex under-represented in the Board of Directors and shall draw up guidance on how to achieve this objective.

Article 187. Exceptions to the Nominations Committee.

1 shall not apply the provisions of article 186 companies of investment services that meet the following requirements: to) not be authorized to provide the auxiliary service to which the 141st article refers).

((((b) lend only one or more of the services or investment activities listed in article 140th), b), d) and g).

(c) not be authorised to deposit money or securities of their clients and that, for this reason, never can found in debtor situation respect to such customers.

2. nor shall apply the provisions of article 186 to investment services companies exclusively authorized to provide the service referred to in article 140.h).

Article 188. Obligations in the field of remuneration.

1. investment services companies provide in conditions commensurate with the nature, scale and complexity of its activities, policies of remuneration consistent with the promotion of a sound and effective risk management.

2. the remuneration policy shall apply to the categories of staff whose professional activities have an impact significantly on your risk, at the level of group, parent and subsidiary company profile. In particular, applies to senior managers, employees who take risks to investment services company, to which exercise functions of control, as well as any worker who receives a global compensation that includes it in the same scale of pay than the previous ones, whose professional activities have an impact significantly on the risk profile of the institution.

3. the services of investment companies shall submit to the National Commission of the market of values how much information this requires them to comply with the obligations in the field of remuneration and, in particular, a list indicating categories of staff whose professional activities have an impact on your risk profile significantly. This list would be submitted annually and, in any case, when there have been significant changes in the presented lists.

4. the policy of remuneration shall be determined in accordance with the General principles provided to credit institutions in article 33 of the law 10/2014, of 26 June.

5. in regard to the variable elements of remuneration shall apply the principles provided to credit institutions in article 34 of the law 10/2014, of 26 June.

6. the services of investment companies shall constitute a remuneration Committee. The National Commission of the stock market may determine that a firm of investment services, because of their size, their internal organization, nature, scope or low complexity of their activities, may constitute the cited Committee jointly with the Committee on appointments, either is exempt from this requirement.

7. in the case of companies of investment services that receive public financial support, shall apply, in addition to the rules laid down in article 33 of the Act 10/2014, 26 June, the contained, for credit institutions, in article 35 of this law and its implementing regulations, with the adaptations that, if they were necessary due to the nature of the entity.

Article 189. Exceptions to the obligations in the field of remuneration.

1 shall not apply the provisions of article 188 companies of investment services that meet the following requirements: to) not be authorized to provide the auxiliary service to which the 141st article refers).

((((b) lend only one or more of the services or investment activities listed in article 140th), b), d) and g).

(c) not be authorised to deposit money or securities of their clients and that, for this reason, never can found in debtor situation respect to such customers.

2. nor shall apply the provisions of article 188 a of investment services companies exclusively authorized to provide the service referred to in article 140.h).

Chapter VI systems, procedures and mechanisms of management article 190. Financial requirements.

1 are obligations of investment services companies as follows:


(a) the derivatives of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms, and by which modifies Regulation (EU) No. 648/2012, of 4 July.

(However, they will not apply the obligations of the preceding paragraph, in the terms and with the exceptions provided for in the Regulation (EU) No. 575/2013, on June 26, 2013, investment services companies not authorized to provide the auxiliary service refers to which the 141st article), providing only one or more of the services or investment activities listed in article 140th) (((, b), d) and g) of this Act, and to which no allows you to have deposit money or securities of their clients and that, for this reason, never can be found in debtor situation with regard to such customers.

The calculations to verify the compliance by the companies of investment services of the obligations set out in this letter to) will be carried out at least every six months, matching the dates of reference information with the end of the natural half.

Investment service companies shall inform the National Commission of the stock market, in the form and content which it shall determine, the results and all the calculations necessary.

(b) the services of investment companies shall maintain the minimum volumes of investment in certain categories of liquid assets and low risk that, in order to safeguard their liquidity, according to the rules established.

(c) the financing companies of investment services, when magazine different forms of participation in its capital, shall conform to the limitations established by law.

2 the consolidated groups of companies of investment services as well as investment services companies not integrated in a consolidatable group, except that referred to in the second paragraph of the letter to) of the preceding paragraph, shall specifically provide strategies and procedures solid, effective and comprehensive in order to assess and maintain on an ongoing basis the amounts types and distribution of internal capital considered adequate to cover the nature and the level of risks to which are or may be exposed. Such strategies and procedures will be periodically subject to internal review to ensure that they continue to be comprehensive and proportionate to the nature, scale and complexity of the activities of the entity concerned.

Article 191. Information about solvency.

1. the groups consolidated companies of investment services as well as investment services companies not integrated in one of these consolidated groups, should be made public as soon as possible and at least with annual periodicity, properly integrated in a single document called "Information on solvency", the information referred to in its eighth Regulation (EU) No. 575/2013 on June 26, 2013, and in the terms in which that party is established.

2. the National Commission of the stock market may require the parent companies that publish with annual periodicity, it either entirely or by references to equivalent information, a description of its legal structure and governance and organizational structure of the group.

3. the reporting, in compliance with the requirements of the commercial law or the stock market, the data referred to in paragraph 1, shall not relieve of their inclusion in the document "Information on solvency" as provided by that paragraph.

4 the National Commission of the market of stock may require the entities obliged to disclose the information referred to in paragraph 1: a) the verification by auditors of accounts or independent experts, or other satisfactory means to his opinion, of information not covered by the audit, in accordance with the provisions of the law 22/2015 20 July, audit of accounts, with respect to the regime of independence that auditors of accounts are subject.

(b) the disclosure of one or more of these informations, well in a way independent anytime, well often superior to the annual, and to establish maximum disclosure deadlines.

(c) employment for the dissemination of media and different places in the financial statements.

5 the provisions of this article shall not apply to companies of investment services referred to in article 190.1. to), second paragraph.

Article 192. Annual report of investment services companies.

1 investment service companies shall send to the National Commission of the stock market and will be published annually, specifying countries where they are established, the following information on the basis established for each exercise: to) designation, nature and location of the activity.

(b) volume of business.

(c) number of employees full-time.

(d) result gross before taxes.

(e) taxes on the result.

(f) grants or public subsidies received.

2. the information referred to in the preceding paragraph shall be published as an annex to the financial statements of the entity audited in accordance with the rules governing audit.

3. the entities will make public in its annual report of companies of investment services, key indicators, the performance of its assets, which shall be calculated by dividing the net profit for the balance sheet total.

4. the National Commission of the stock market will have available these reports on its website.

5 the provisions of this article shall not apply to companies of investment services referred to in article 190.1. to), second paragraph.

Article 193. Requirements of internal organization.

1. investment services companies will exert their activity with respect to corporate governance standards and the requirements of internal organization established in this law and other applicable legislation.

2. investment services companies and other entities that provide investment services in accordance with the provisions of this title, shall define and implement policies and procedures to ensure that the company, its directors, its staff and its agents comply with the obligations imposed by the regulation of the securities market.

A_tal_efecto must be: to) have a unit that ensures the development of the function of compliance under the principle of independence with regard to those areas or units that develop activities for the provision of investment services that turn the exercise of that function. It shall ensure the existence of procedures and controls to ensure that staff compliance with decisions taken and assigned functions.

Compliance function shall control and regularly assess the adequacy and effectiveness of the procedures established for the detection of risks, and measures taken to address any deficiencies as well as assist and advise the competent persons responsible for the realization of the investment services for the performance of the functions.

(b) have information systems which ensure that staff know the obligations, risks and responsibilities arising from their performance and the rules applicable to investment services they provide.

(c) have administrative measures and appropriate organization to avoid possible conflicts of interest covered in article 195 to harm customers.

They shall also establish measures of control operations which perform, on a personal basis, the members of its organs of management, employees, agents and other individuals linked to the company, when such operations may involve conflicts of interest or undermine, in general, the provisions of this law.

(d) maintain records of all operations on securities and financial instruments and investment services they provide so you can check that they have fulfilled all the obligations that this law imposes on them in relation to their customers.

The data to be included in the records of operations shall be those laid down in Regulation (EC) No. 1287 / 2006 of 10 August 2006. The other ends relating to the obligation of keeping of the register shall be determined by regulation.

They shall also inform the National Commission of the stock market, in the way that is determined by regulation, operations which take place, in accordance with the provisions of article 89.

(e) take appropriate measures to protect financial instruments entrusted to them by their customers and prevent its misuse. In particular, may not use self-employed customers financial instruments, except when they manifest their consent. Likewise, they shall maintain effective separation between the Securities and financial instruments of the company and the customer. The internal records of the entity shall allow to know, at all times and without delay, and particularly in the event of insolvency of the company, the position of values and operations in course of each client.


Started the bankruptcy proceedings of a securities depository institution, the National Commission of the market of stock, without prejudice to the powers of the Bank of Spain and the FROB, available immediately and at no cost for the investor transfer to other qualified entity to develop this activity, the securities held on behalf of their clients, even if such assets are deposited in third parties on behalf of the entity which provides escrow. For these purposes, both organs of the bankruptcy proceedings and the competent judge shall facilitate access of the entity which will transfer you the values to the documentation and accounting and computer records that are necessary to give effect to the transfer. The existence of bankruptcy proceedings will not prevent that they are made to the client, in accordance with the rules of the system of compensation, settlement and registration, the purchased securities or cash coming from the exercise of economic rights or the sale of the securities.

(f) draw up and keep up-to-date a general viability Plan which envisages the measures that will be taken to restore the viability and the financial investment services company strength should they suffer any significant deterioration. The plan will be submitted to approval of the National Commission of the market of stock that may require modification of its content.

3 in addition, institutions that provide investment services must: to) have effective procedures of identification, management, control and communication of risks that are exposed or likely to be, and have adequate internal control mechanisms, including administrative and accounting procedures. In addition, they must have policies and practices of remuneration that are consistent with the adequate and effective risk management and to promote it.

The Organization must be a body check that the role of internal audit under the principle of independence with respect to those areas or units that develop activities for the provision of investment services that turn the exercise of that function.

The internal audit function must establish and maintain an audit plan directed to examine and evaluate the adequacy and effectiveness of systems, internal control mechanisms and provisions of the investment services company, recommendations from the work carried out in implementation of the same and verify its compliance.

(b) take appropriate measures to ensure, in the event of incidents, continuity and regularity in the provision of their services. They must have, especially, with damage or disaster contingency plans and mechanisms of control and safeguarding of their computer systems.

(c) take appropriate measures, in connection with the funds entrusted to them by their clients, in order to protect their rights and to avoid improper use of those. Entities cannot be used on their own funds of their clients, except in the exceptional cases which may be established by law and always with express consent of the customer. The internal records of the entity shall allow to know, at all times and without delay, and particularly in the event of insolvency of the company, the position of each client funds.

In particular, the accounts that maintain to name of customers will be of character instrumental and transitional and must be related with the execution of operations made by has of them. Customers of the entity will maintain the right of ownership of the entity funds even when they materialize in assets on behalf of the entity and on behalf of clients.

(d) take the necessary measures so that operational risk is not raised unduly when they entrusted to a third party the exercise of essential functions for the provision of investment services or perform investment services. When internal control functions delegated third parties, entities shall ensure that it does not decrease the capacity of internal control and shall ensure that the competent supervisor to the information necessary to access. In no case may delegate functions in third parties when it decreases the capacity of internal control or the supervision of the competent supervisory body. The entity shall verify that the person or entity that intends to delegate functions meets the requirements established in this law and its development provisions.

Credit institutions that provide investment services shall comply with the requirements of internal organization referred to in this section, with specifications to be determined by regulation, corresponding to the Bank of Spain the powers of supervision, inspection and sanction of these requirements. These entities won't be them applicable prohibition to use on their own funds from its customers set out in point (c)) above.

4. the systems, procedures and mechanisms referred to in this article shall be comprehensive and proportionate to the nature, scale and complexity of the risks inherent in the business model and the activities of the entity. They will also be configured according to technical criteria that will ensure the proper management and treatment of risks to be determined according to the rules.

According to the rules will be established the content and requirements of the procedures, records, and measures laid down in this article. Also, regulations internal organization requirements shall be established financial advisory firms that are natural persons.

Article 194. Risk management and risk Committee.

1. the Board of Directors is responsible for the risks that assumes an investment services company. For these purposes, investment services companies should establish effective channels of information to the Board of Directors on the policies of risk management of the company and all the important risks that it faces.

2 in the exercise of its responsibility for risk management, the Board of Directors shall: a) devote sufficient time to the consideration of issues related to the risks. In particular, will actively participate in the management of all substantial risks referred to in the Regulation (EU) No. 575/2013, on June 26, 2013, and solvency rules laid down by this law and its development provisions, will be allocated adequate resources for risk management, and it will intervene, in particular, in the valuation of assets the use of external credit ratings and internal models relating to these risks.

(b) approve and periodically review the strategies and policies of assumption, management, monitoring and reduction of risks that the company's investment services is or may be exposed, including those who present the macroeconomic situation in which operates in relation to the phase of the economic cycle.

3. investment services firms must have a unit or organ that assumes the function of risk management that are proportional to the nature, scale and complexity of its activities, independent of the operational functions, having authority, capacity and resources, as well as timely access to the Board of Directors.

4. the services of investment companies shall constitute a risk Committee. The National Commission of the stock market may determine that a firm of investment services, because of their size, their internal organization, nature, scope or low complexity of their activities, can be assigned functions of the risk Committee to the joint Audit Committee either is exempt from the Constitution of this Committee.

Still the above, this article shall not apply to the companies of investment services that meet the following requirements: to) not be authorized to provide the auxiliary service to which the 141st article refers).

((((b) lend only one or more of the services or investment activities listed in article 140th), b), d) and g).

(c) not be authorised to deposit money or securities of their clients and that, for this reason, never can found in debtor situation respect to such customers.

This article shall not be applicable to those investment services companies exclusively authorized to provide the service referred to in article 140.h).

Article 195. Conflicts of interest.

1 in accordance with the provisions of article 193.2. c), firms that provide investment services shall organize and adopt measures to detect potential conflicts of interest between clients and the company or its group, including its directors, employees, agents or people linked to it, directly or indirectly, by a relationship of control; or between the different interests of two or more than their customers, facing each one of which the company keep obligations.

To such effects not is deemed enough that the company can obtain a benefit, if not there is also a possible prejudice to a customer; or that a customer can get a profit or avoid a loss, if not exists the possibility of loss concomitantly of a customer.


2. also the companies of services of investment must approve, apply and keep a political of management of them conflicts of interest that is effective and appropriate to your organization, intended to prevent that them conflicts of interest may impair them interests of their customers.

In groups of investment firms, each integrated financial institutions must take the precise measures to properly solve potential conflicts of interest between clients of different entities of the group.

3. When are organizational or administrative measures taken to manage conflict of interest not sufficient to ensure, with reasonable certainty, that the risk of prejudice to the interests of the client will be prevented, investment services company should disclose previously the nature and origin of the conflict to the client before acting on behalf of the same.

4. regulations shall be established the rules for the identification and registration of conflicts of interest, and measures, organisational requirements and policies to be adopted to ensure the independence of the staff exercising activities involving risk of conflict of interest, as well as the information that must be supplied to affected customers or the public in general.

Article 196. Combined requirement of capital cushions.

1. investment services firms must comply at all times requirement combined capital cushions, understood as the total of the capital of level 1 ordinary defined in article 26 of Regulation (EU) No. 575/2013, 26 June 2013 to comply with the obligation to have a cushion of capital conservation (plus, if necessary: to) a mattress of each institution's specific counter-cyclical capital.

(b) a mattress for (EISM) global systemically important institutions.

(c) a mattress for other entities of systemically important (OEIS).

(d) a mattress against systemic risks.

This obligation will be fulfilled without prejudice to the requirements of own resources laid down in article 92 of the Regulation (EU) No. 575/2013, on June 26, 2013, and those others who, if necessary, may be required by the National Commission of the stock market, pursuant to article 260.

2. these mattresses will be calculated in accordance with the provisions of title II, chapter III of the law 10/2014, 26 June.

3 Notwithstanding the above, these mattresses do not apply to unauthorized investment services companies to perform the activities set out in the letters c)) and (f) of article 140.

Also, they will not apply to small and medium-sized enterprises of investment services, whenever, in the opinion of the National Commission of the stock market, this does not pose a threat to the stability of the Spanish financial system, capital conservation mattress and mattress counter-cyclical.

For these purposes means small and medium-sized enterprises defined in accordance with recommendation 2003/361/EC of 6 May 2003, the Commission on the definition of micro, small and medium-sized enterprises.

4. the ordinary tier 1 capital required to meet each of the different mattresses in accordance with paragraphs 1 and 2, may not be used to satisfy the rest of mattresses and the requirements of own resources to that referred to in the last subparagraph of paragraph 1, except as provided by the National Commission of the stock market in relation to the mattresses for systemically important institutions and the mattresses against systemic risks.

5. the compliance with the requirements of capital cushions should be made individually, consolidated or subconsolidated according to what is established by law, pursuant to the first part, title II of Regulation (EU) No. 575/2013, of 26 June 2013.

6. when a company or group fails to fulfill the obligation provided for in paragraph 1, it shall be subject to restrictions on distributions related to the ordinary capital of level 1, by virtue of the provisions of article 48 of the law 10/2014, June 26, and must submit a plan for the conservation of capital in accordance with article 49 of this law to the National Commission of the stock market.

Article 197. Notification of violations.

1. investment services companies must have appropriate procedures so that employees can report violations at internal level through a specific, autonomous, and independent channel.

2. these procedures shall ensure the confidentiality of both the person who reported the infractions and persons allegedly liable for the infringement.

3. in addition, you must ensure that employees reporting of offences committed in the State are protected against retaliation, discrimination, and any unfair treatment.

Title VI article 198 investment guarantee fund. Investment guarantee fund.

1 the investment guarantee fund will be responsible for ensure coverage referred to in article 201.1 on the occasion of the completion of services provided for in article 140, as well as auxiliary service referred to in the 141st article).

2. the guarantee of investment fund shall be constituted as a separate heritage, without legal personality, whose representation and management is entrusted to a management company that will take the form of joint-stock company, and whose capital will be distributed among the investment services companies participating in the same proportion that made their contributions to the Fund.

3. the budgets of the management company, its by-laws as well as their modifications, shall require the prior approval of the National Commission of the stock market. The estimated budget of the funds that will elaborate the management company shall be submitted to equal approval.

In order to allow the incorporation of new shareholders to the management company as a result of the accession of companies of investment services to a fund or cessation of those who have the status of shareholder, will be to adapt the shareholdings in the capital of each of the shareholders in the management company on the terms to be determined by regulation. The result of this process of adaptation will be communicated to the National Commission of the stock market.

4. the appointment of the members of the governing body and of the Director or Directors-General of the management companies shall require the prior approval of the National Commission of the stock market.

A representative of the National Commission of the stock market, will be integrated into the Board of Directors with voice and no vote, who shall ensure compliance with the rules governing the activity of the Fund. Also and with the same functions, each autonomous community with competence in the matter in which there is official secondary market shall appoint a representative on the Board of Directors.

The National Commission of the stock market may suspend any agreement of the Board of Directors deemed contrary to these rules and to the purposes of the Fund.

Article 199. Accession.

1 Spanish, must adhere to the investment guarantee fund all investment services firms with the exception provided for in article 152.1. i) for financial advisory firms.

2. the branches of foreign companies may adhere if they are from the European Union.

3. the regime of accession of branches of companies of a third country shall comply with the terms established by law.

4. the Fund will cover the operations that made the companies adhered to the same inside or outside the territory of the European Union, as appropriate to each type of enterprise, in the terms according to the rules established.

5 also, shall be established by law: to) the specific arrangements for membership of the newly created investment services companies.

(b) exceptions of adherence to the bottom of those companies of investment services that do not incur the risks referred to in article 198.1.

Article 200. Exclusion.

1. an investment company may only be excluded from the Fund when it fails to fulfill its obligations with the same.

2. the exclusion imply the revocation of the authorization granted to the company.

3. the warranty provided by the Fund will reach customers who had made investments up to that time.

4 it shall have jurisdiction to the exclusion of the National Commission of the stock market, following a report from the management company of the Fund.

Disseminating appropriate exclusion agreement so that to ensure that customers of the affected investment services company have immediate knowledge of the measure adopted will be.

5. within this decision, must agree measures, including the requirement of surcharges on unpaid fees, so the investment services firm meets its obligations.

Also the suspension provided for in article 162, you may agree by the National Commission of the stock market. The Fund management company will collaborate with the National Commission of the stock market to achieve the greatest effectiveness of the agreed measures.

Article 201. Implementation of the guarantees.


1 the investors who are unable to obtain directly from an entity attached to the Fund the repayment of the amounts of money or restitution of the securities or instruments belonging to them may apply to the management of the company the execution of the guarantee provided by the Fund, if any of the following circumstances occur: to) that the entity has been declared bankrupt.

(b) may have legally for requested the Declaration of insolvency of the entity.

(c) that the National Commission of the stock market to declare that the investment services company cannot, apparently, and for reasons directly related to its financial situation, meet its obligations with investors, provided that investors had requested the investment services company the return of funds or securities that had been entrusted to him and had not obtained satisfaction by the same within a maximum period of 21 days.

2 once made effective the guarantee fund, this is subrogated in the rights that investors have against the company's investment services, up to an amount equal to the amount that would have been paid to them as compensation.

3. in the event that the securities or other financial instruments entrusted to the company of investment services were restored by that subsequent to the payment of the sum secured by the Fund, this can recover of the amount paid, total or partially, if the value for them to return is greater than the difference between those who were committed to the company's investment and the amount paid to the investor services. To this end, it is empowered to dispose of them in the amount resulting from, in accordance with the requirements established by law.

4. the Government is empowered to regulate, in all matters not provided for in this law, the regime of operation of the Fund of guarantee of investment and the scope of the warranty that will provide. En_especial may be determined: to) the amount of the guarantee and the form and time in which the same shall be effective.

(b) excluded investors of the warranty, which will include those of a professional or institutional nature and especially linked to the defaulting company.

(c) the regime budgetary and financial, both of the management companies and investment guarantee funds, that will regulate, inter alia, their chances of borrowing and the way in which the first may affect their operating expenses within seconds.

(d) the investment regime of resources that integrate the assets of the funds, which will inspire in the principles of profitability and liquidity to fulfill their commitments quickly.

(e) them rules to determine the amount of them contributions that should do them entities attached, that should be enough for the coverage of the warranty provided.

(f) the frequency with which the contributions and the regime of late payment should be made.

Title VII rules of conduct chapter I rules of conduct applicable to those who provide investment section services 1st obligors and classification of customers article 202. Obligors.

1 those who provide investment services must be respected: to) the standards of conduct contained in this chapter.

((b) the codes of conduct that, in development of the standards referred to in the letter to) approve the Government or with its express empowerment, Minister of economy and competitiveness, on the proposal of the National Commission of the stock market.

(c) the standards of conduct contained in its own internal regulations of conduct.

2. the Minister of economy and competitiveness and, with its express clearance, the National Commission of the stock market, establish the minimum content of the internal regulations of conduct.

Article 203. Kinds of customers.

For the purposes of the provisions of this title, investment services companies classified customers into professionals and retailers. Equal obligation will be applicable to other companies that provide investment services respect of customers who provide or offer these services.

Article 204. Retail customers.

Customers will be considered all those who are not professional retailers.

Article 205. Professional clients.

1 they shall be regarded as professional clients those who suspected the experience, knowledge and qualifications needed to make their own investment decisions and properly assess the risks.

2 in particular, will be considered Professional client: to) financial institutions and other legal persons that to operate in the financial markets have to be authorized or regulated by States, whether or not members of the European Union.

Will be included among them: 1 credit institutions, 2nd investment services companies, 3rd the insurance companies or reinsurance, 4th collective investment institutions and their management companies, 5 venture capital entities, type closed collective investment entities and the entities of type collective investment management companies closed, 6 pension funds and their management companies , 7th securitisation funds and their management companies, 8 which usually operate with commodities and commodity derivatives, as well as operators that contract in its own name and other institutional investors.

b) States and regional Governments, public bodies that manage public debt, central banks and international and supranational, as the World Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank and others of a similar nature.

(c) employers who individually meet, at least two of the following conditions: 1 that the assets items total is equal to or exceeding 20 million euros;

2nd than the amount of your annual turnover is equal to or greater than EUR 40 million;

3rd than their own resources are equal to or higher than EUR 2 million.

((d) the institutional investors that, not being included in the letter to), have as usual activity invest in securities or other financial instruments.

3. the entities referred to in the preceding paragraphs shall be considered professional clients notwithstanding that you may request non-professional treatment and investment services companies may agree to give them a higher level of protection.

4. the Government and, with your express authorization, the Minister of economy and competitiveness or the National Commission of the market of securities, may determine the form of calculation of the quantities referred to in this article and in the following article and fix requirements for procedures to entities established to classify customers.

Article 206. Request for treatment as a Professional client.

1 shall also be regarded as Professional client other customers not included in article 205 which so request with prior and renounce expressly to their treatment as retail customers. Still, in no event shall be considered that customers who request to be treated as professionals possess knowledge and experience of the market comparable to the professional customers categories listed in the letters to) to d) of item 205.2.

2. the admission of the application and waiver referred to in the preceding paragraph will depend on the company serving investment make the proper assessment of the experience and expertise of the client in connection with the operations and services requested and to ensure that you can take their own investment decisions and understand their risks. ((Carry out the above-mentioned evaluation, the company shall ensure that at least two of the following requirements are met: a) that customer has carried out significant volume in the stock market, with an average frequency of more than ten per quarter over the previous four quarters, b) to the value of the cash and deposited values greater than 500,000 euros (, or c) customer care, or has occupied for at least one year, a job in the financial sector that requires knowledge about provided services and operations.

Article 207. Transactions with eligible counterparties.

1 a the purpose of this article, shall be regarded as eligible counterparties the following entities: to) investment services, b) credit institutions, c) entities insurance and reinsurance companies, d) collective investment undertakings and their management companies, e) venture capital entities, other collective investment of closed type and the management of entities of type closed collective investment companies ((((((, f) pension funds and their management companies, g) other financial institutions authorised or regulated by Community legislation or the national law of a Member State, h) the companies referred to in article 139.1 lyrics d) and e), and i) national Governments and their relevant, including services that negotiated debt, central banks and supranational organisations. Entities from third countries equivalent and the autonomous communities will also have such consideration.


2. Likewise, if requested, also will be considered eligible counterparties enterprises that meet the requirements established in article 206, in which case only will be recognized as eligible counterparty in relation to the services or operations which may be treated as a Professional client. The companies of third countries which are subject to equivalent conditions and requirements shall be included.

3. companies that provide investment services authorised to execute orders on behalf of third parties, to deal on own account or to receive and transmit orders may perform these operations and auxiliary services directly related to them, with the entities referred to in the preceding paragraphs without having to comply with the obligations laid down in the articles 209 to 218 and 221-224 provided that those entities are previously informed of this and not expressly request that apply them.

4. in the case of entities referred to in paragraph 1, their classification as eligible counterparty shall be without prejudice to the right of these entities to request, form well in general either for each operation, the treatment as a customer, in which case his relationship with the company's investment services shall be subject to provisions of the articles 209 to 218 and 221 to 224.

5. in the case of the companies referred to in paragraph 2, their classification as an eligible counterparty will require you to obtain the express confirmation that the company access to be treated as an eligible counterparty, in general or for each operation.

6. when the operation is carried out in relation to a company domiciled in another Member State of the European Union, is must respect the rating of the company to be determined by the legislation of that State.

Section 2 performance and information article 208 duties. Obligation of diligence and transparency.

1. institutions that provide investment services must behave with diligence and transparency in the interests of their clients, taking care of such interests as if they were themselves, and, in particular, observing the rules laid down in this chapter and its development regulations.

2. in particular, shall not be deemed investment services firms to act with diligence and transparency and in the interest of your customers if they pay in relation to the provision of an investment service or ancillary services or receive any fee or Commission, or provide or receive any non-monetary benefit that does not conform to the provisions that develop this law.

Article 209. General duty of information.

1. institutions that provide investment services shall maintain, at all times, adequately informed customers.

2. all information addressed to clients, including the advertising character, must be fair, clear and not misleading. Advertising communications must be identified clearly as such.

3 a clients, including potential customers, it will provide them with, in understandable way, adequate information about: to) the Organization and the services it provides;

((b) financial instruments and strategies of investment), and (c) execution of orders and the costs and associated costs centers.

4. the information referred to in the preceding paragraph will enable customers, including potential clients, understand the nature and risks of the investment and service the specific type of financial instrument that is offered, and can, therefore, take informed investment decisions.

5. the information referred to in paragraph 3 may be provided in a standardised format.

6. for the purposes laid down in this chapter shall be deemed potential customer who has had direct contact with the entity for the provision of a service of investment, at the initiative of either party.

Article 210. Guidelines and warnings about the risks associated with financial instruments and investment strategies.

(1. the information relating to financial instruments and strategies of investment provided for in article 209.3. b) should include guidelines and suitable warning about the risks associated with these instruments or strategies.

2. in the case of values different from actions issued by a credit institution, the information that is returned to the investors shall include additional information to highlight to investors the differences of these products and ordinary bank deposits in terms of return, risk and liquidity.

The Minister of economy and competitiveness, or with its express the National Commission of the market of values, you can specify the terms of cited information.

3. the National Commission of the stock market may require that information that is returned to the investors prior to the purchase of a product, include how many warnings it deems necessary relating to the financial instrument and, in particular, those that stand out that you it's a product not suitable for non-professional investors due to its complexity. Equally, it may require that these warnings are included in the advertising elements.

Article 211. Duty of information about the service provided.

Customer shall receive the entity reports right on the service provided. Where appropriate, these reports will include the costs of operations and services performed by the customer.

Article 212. General duty of institutions to know their customers.

Institutions that provide investment services shall ensure at all times that have all the necessary information about their customers, pursuant to which set out the following items.

Article 213. Evaluation of the suitability.

1 when provided the service of portfolio management or investment advice, the entity will get the necessary information about their clients and, where appropriate, potential customers, in relation to the following aspects, in order that the entity can recommend the services of investment and financial instruments that suit you best: to) their knowledge and experience in the field of investment for the type of product or service concrete that (be, b) your financial situation, and c) investment goals.

2. in the case of professional clients, the entity will not have information on the knowledge and experience of the customer.

3 when the entity has not obtained the information referred to in the preceding paragraph, not recommend investment services or financial instruments to the client or potential client.

4. the entity shall provide to customer in writing or via another durable medium a description of how fits made recommendation to the characteristics and goals of the investor.

Article 214. Evaluation of the suitability.

1. where provision of services other than the service of portfolio management or investment advice, investment services company shall request the client, included in his case potential customers, to provide information on their knowledge and experience in the field of investment corresponding to the specific type of product or service offered or requested, in order that the entity can be evaluated if the service or investment product is suitable for the customer.

2. the entity shall present a copy to the customer of the document containing the assessment carried out pursuant to this article.

3. where, based on the information provided for in paragraph 1, the entity considers that investment service or product is not suitable for the customer, will warn it is.

4. when the customer does not provide the information referred to in paragraph 1 or it is insufficient, the entity will warn you as that decision preventing him to determine if the investment or projected product service is suitable for it.

5. in the case that the investment services provided in relation to an instrument complex as set out in article 217, shall be required that the contractual document includes, next to the signature of the client, an expression of the handwritten, on terms to be determined by the National Commission of the market of stock, by which the investor revealed that it has been warned that the product is not suitable or that has not been possible to assess his in the terms of this article.

Article 215. Updated record of clients evaluated and unsuitable products.

Institutions that provide investment services shall maintain, at all times, an up-to-date register of customers and products that are not suitable in that it reflect, for each customer, products whose suitability has been assessed with a negative result; in the terms to be determined by the National Commission of the stock market.

Article 216. Exemption from the analysis of the convenience.

When the entity providing the service execution or reception and transmission of orders from customers, with or without auxiliary services, will not have to follow the procedure described in article 214, provided that the following conditions are met: a) that the order refers to non-complex financial instruments, b) that the service is provided at the initiative of the customer ,


(c) that the entity has informed the client clearly that it is not obliged to evaluate the adaptation offered instrument or the service provided and, therefore, client does not enjoy the protection provided for in the preceding paragraph. Such a warning may be carried out in a standardized format, and (d)) that the entity meets the provisions in article 193.2. c).

Article 217. Non-complex financial instruments.

1 a purpose as provided in this chapter, shall be regarded as non-complex financial instruments as follows: to) the shares admitted to trading on a regulated market or in an equivalent third country market, whose effects will be considered equivalent markets of third countries those that meet requirements equivalent to those laid down in title IV of this law. The European Commission will publish a list of markets that need to be considered equivalent.

(b) money market instruments.

(c) bonds or other forms of debt securitization, unless they incorporate an implicit derivative.

(d) shares of collective investment institutions harmonized at European level.

2 besides the instruments provided for in the preceding paragraph, shall be also regarded as non-complex financial instruments, those in which the following conditions are fulfilled: to) that there are frequent opportunities for sale, reimbursement or other settlement of that financial instrument to publicly available to members on the market prices and market prices or prices offered ((, or validated, by evaluation systems independent of the issuer, b) that do not involve actual or potential losses to the customer exceeding the cost of acquisition of the instrument, and c) is available to the public sufficient information on their characteristics. This information must be understandable so that it allows a customer retail average judge founded to decide if you perform an operation on that instrument.

3 a purpose as provided in this chapter, are not considered as non-complex financial instruments: a) the values that give right to acquire or sell other securities or that give rise to their settlement in cash, determined by reference to transferable securities, currency, types of interest or yields, commodities or other indices or measures, and b) financial instruments referred to in article 2 paragraphs 2 to 8.

Article 218. Registration of contracts.

1. institutions that provide investment services shall create a record that includes the contract or contracts that relate to the agreement between the company and the customer and where the rights and obligations of the Parties shall be provided and other conditions in which the company will provide the service to the customer.

2 it will be mandatory that contained written contracts with retail customers. To provide the service of investment advice to such customers simply written or irrefutable constancy of personalized recommendation.

Article 219. Investment as part of a financial product services.

Information and registration obligations referred to in the articles 209 to 218 shall apply to investment services offered as part of other financial products, without prejudice to the latter of its specific legislation, especially that related to the assessment of the risks and requirements of information to supply to customers.

Article 220. Compliance with reporting obligations in the case of provision of services through other investment services company.

1. when an entity provided investment services or ancillary services on behalf of a client on instructions from other investment services company, it may rely on the information that customer transmit the latter. In this case, the company that forward the instructions will be responsible for that customer information is complete and accurate.

2. in addition, the company received instructions may rely on recommendations provided to the client by another company of investment services with respect to the service or operation in question. In this case, which referred the instructions will be responsible for the adequacy to customer recommendations or advice provided.

3. in any case, the company received instructions or orders will be responsible for carrying out the service or operation, on the basis of the information or recommendations received, in accordance with the relevant provisions of this chapter.

Section 3 management and execution of orders of clients article 221. Obligations relating to the management and execution of orders.

1 the persons or entities that provide investment services shall, where they execute customers orders, already provide this service independently or in conjunction with another: to) take reasonable measures to obtain the best possible outcome for the operations of its clients taking into account price, costs, speed and probability in the execution and settlement the volume, the nature of the operation and any other element relevant to the execution of the order.

(b) have procedures and systems of management of orders, in the terms to be determined by regulation, allow rapid and correct execution and subsequent allocation, in such a way that does not harm to any client when performing operations for several of them or acting on their own. Such procedures or systems will allow the execution of client orders, which are equivalent, according to the moment in which they were received by investment services firm.

2 to comply with provisions in the letter to) above the entities must have a policy of execution of orders that will define the relative importance attributed to the price, costs, rapidity and efficiency in execution and settlement, and anything else that they deem relevant to the execution of the order.

The order execution policy shall include, for each kind of instrument, information about different markets, systems, or any other Center of negotiation in which the company run orders of its customers, and the factors that influence the choice of the center of negotiation. It will be necessary for the entity to identify those centres which, in his view, to consistently obtain the best possible result for the execution of orders of clients.

3 according to the rules will be established: a) the minimum requirements of the systems and procedures for managing orders, b) the way to consider the costs and fees associated with the execution, c) the rules for the selection of different systems or markets and for the execution of orders with limited price, and d) the other ends policy of management and execution of orders.

Article 222. Duty to inform about the order execution policy.

1. the entity shall inform its customers about its policy of execution of orders being necessary to obtain your consent before attempting to apply.

2. when the policy allows the entity to execute orders outside regulated markets and multilateral trading systems, customers should know this end and must provide their prior and express consent prior to the execution of the orders to outside markets or designated systems. The consent can be obtained in a general way or for each operation in particular.

3. the entity must be able to demonstrate to their customers, on request, that they have executed their orders in accordance with the execution of the enterprise policy.

Article 223. Specific cases of execution of the orders.

1. when the customer gives specific instructions on the execution of its order, the company will execute the order following the specific instruction.

2. when in the case of orders from retail customers who had not given specific instructions, the best possible result shall be determined in terms of the total consideration, made up of the price of the financial instrument and the implementation-related costs, which shall include all expenses incurred by the client which are directly related to the execution of the order, including commissions from the center of execution of clearing and settlement, and those of others are paid to third parties involved in the execution of the order.

Article 224. Supervision of execution of orders by the authorities policy.

1. institutions shall monitor the effectiveness of their systems and their policy of order execution in order to identify and, where appropriate, correct any deficiencies. In particular, you will periodically see whether the execution venues included in the order execution policy provide the best possible results for the client, or if it is necessary to change its execution systems.

2 entities shall notify customers of any important changes in their systems or its order execution policy.

Chapter II article 225 market abuse. Obligors.


1 service companies of investment, credit institutions, collective investment institutions, broadcasters, analysts, and, in general, how many people or entities perform, direct or indirectly, activities related to stock markets, must respect the rules contained in this chapter.

2. in addition, entities that obtained by application the provisions of articles 228 and 230 following must draw up, refer to the National Commission of the stock market and meet a rules of conduct that will incorporate provisions contained in those articles and its development provisions. Also, forward a commitment in writing to ensure the updating of such internal rules of conduct and that its content is known, understood and accepted by all persons belonging to the organization which result from application.

3. in those cases that detects that the contents of an internal regulation of conduct does not conform to the provisions of the preceding paragraphs or not suitable to nature or to the set of activities that the entity or group develops, the National Commission of the stock market may require that you to incorporate regulation modifications or additions it deems necessary.

Article 226. Privileged information.

1. shall be deemed Insider any concrete information that relates directly or indirectly to one or more securities or financial instruments falling within the scope of application of this law, or to one or several issuers of such securities or financial instruments, which has not been made public and which made or have been made public It could influence or it would have influenced significantly on your quote in a market or organized system of recruitment.

2. the provisions of the preceding paragraph shall apply also to the securities or financial instruments with respect to which a request for admission to trading on a market or organized system of procurement is covered.

3. in relation to financial derivative commodity instruments, will be considered insider information of specific character which has not been made public and that relates directly or indirectly to one or several of these derivative financial instruments which users of markets on which those products are negotiated expected to receive pursuant to market practices accepted in those markets.

Article 227. Obligations and prohibitions for insiders who have.

1 all that privileged information available must refrain from running for or self-employed, directly or indirectly, any of the following behaviors: to) prepare or carry out any operation on the securities or financial instruments referred to in the preceding article to which the information relates, or any other value financial instrument or contract of any kind, negotiated or not in a secondary market, having as underlying securities or financial instruments the information relates to that.

The preparation and implementation of operations whose existence constitutes, in itself, privileged information as well as the operations carried out in fulfillment of an obligation, now expired, acquire or transfer securities or financial instruments, when this obligation is referred to in an agreement concluded before the person concerned is in possession of privileged information is excepted , or other operations in accordance with the applicable regulations.

b) communicate such information to third parties, except in the normal exercise of their work, profession or position.

(c) recommend to a third party that acquires or transferring securities or financial instruments or make another to acquire them or yield based on such information.

The prohibitions set forth in this section apply to any person who possesses inside information when that person knows, or would have known, that it is this kind of information.

The prohibitions in this section also apply to administrators and members of the Board of control of a European limited liability company domiciled in Spain which has opted for the dual system in relation to any operation on values of society or of the subsidiaries, associated or related, which have, by reason of their office information privileged or reserved, as well as suggest its realization to anyone so don't give that information publicly.

2. the prohibitions set forth in the preceding paragraph are not applicable to operations to implement monetary policy, change or type of management of the public debt by a Member State of the European Union, of the European system of central banks, a National Central Bank or other body officially designated for that purpose , or by any other person acting on behalf of these. Nor shall apply to operations on own shares within the framework of programmes of buy-back effected by issuers, nor to the stabilisation of a negotiable value or financial instrument provided that these operations are carried out under the conditions established by law.

3. all persons or entities that Act on stock markets or engaged in activities related to them and, in general, anyone who possess insider information, has the obligation to safeguard it, without prejudice to their duty of communication and collaboration with the judicial and administrative authorities in the terms laid down in this or other laws. Therefore, they shall take appropriate measures so that such information may be subject to abusive or unfair use and, where appropriate, shall take immediately necessary to correct the consequences which it had been derived.

4 public bodies that provide statistics that might be disseminated important repercussions in the financial markets of correct and transparent manner.

5 empowers the Minister of economy and competitiveness and, with your express authorization, to the National Commission of the stock market, to establish with respect to different categories of persons or entities and their operations in the stock market, measures specific for the safeguard of the possessed inside information.

Article 228. Relevant information, forced to spread it and advertising.

1 is considered relevant information all that knowledge of which may affect an investor reasonably to acquire or transfer securities or financial instruments and may therefore influence sensitive way in his quote in a secondary market.

2. the issuers of securities are required to publish and disseminate, in terms according to the rules established, immediately to the market all relevant information. Also, they shall refer to the National Commission of the stock market that information for incorporation into the official record, regulated in article 238.

3. the communication to the National Commission of the stock market should be simultaneously to its diffusion by any other means and as soon as it is known the fact, has been the decision taken or signed the agreement or contract with third parties concerned. The content of the communication must be truthful, clear, complete, and, when so required by the nature of the information, quantified, so you do not induce to confusion or deception. Issuers of securities also disseminated this information in their websites. However, when relevant information can disrupt the normal development of the operations on the securities of the issuer or to endanger the protection of investors, the issuer shall communicate relevant information, prior to its publication, to the National Commission of the stock market, which will disseminate it immediately.

4. an issuer may under his own responsibility delay the publication and dissemination of relevant information when it considers that the information hurts legitimate interests provided that such omission would not be likely to mislead the public and that the issuer can guarantee the confidentiality of such information. The issuer shall immediately inform the National Commission of the stock market.

5 empowers the Minister of economy and competitiveness and, with its express, to the National Commission of the Mercado de Valores, to develop, with respect to the obligations set out in this article, procedures and ways to carry out previous communications, determine the period of time during which will be published on the internet pages of the issuers the relevant information, as well as to point out the other ends to which this refers.

Article 229. Obligations of institutions that provide investment in relation to the privileged information services.

1. all entities or groups of entities that provide investment services and other entities that act or provide advisory services for investment in the stock markets are required to establish the necessary measures to prevent the flow of inside information between its different areas of activity, so that to ensure that each of these adopt independently decisions relating to the field of securities markets and , likewise, is to avoid conflicts of interest.


2 in particular, these entities are obliged to: to) establish separate areas of activity within the entity or the group to which they belong, provided that they act simultaneously in several of them. In particular, they must be constituted in separate areas, at least, each one of the departments that develop activities of own portfolio management, portfolio management employment and analysis.

b) establish appropriate information barriers between each separate area and the rest of the Organization and between each of the separate areas.

(c) define a system of decision on investment that ensures that these be taken autonomously within the separate area.

(d) draw up and keep up-to-date a list of securities and financial instruments that privileged information is available and a relationship of people and dates in which you have had access to such information.

3. in addition, all entities and groups of entities which perform, publish or disseminate reports or recommendations on securities issuing companies quoted financial instruments shall behave in a fair and impartial manner, leaving constancy in prominently in their reports, publications or recommendations of linkages relevant, including trade relations, and the stable participation that the entity or the Group keep or go to stay with the company object of the analysis , as well as the document not constitutes an offer of sale or subscription of values.

4. the Minister of economy and competitiveness and, with its express clearance, the National Commission of the stock market, may establish compulsory measures in development of this article and, in particular, the obligation for these entities to have a rules of conduct specific to the service of investment advice.

Article 230. Obligations of issuers of securities in connection with the Insider.

1 issuers of securities, during the stages of study or negotiation of any legal or financial operation which could influence appreciably in the trading price of the securities or financial instruments concerned, have the obligation of: to) knowledge of the information is strictly limited to those persons, internal or external to the Organization, which is essential.

b) carry, for each operation, a documentary record containing the names of the persons referred to in the preceding paragraph and the date that each of them has known information.

(c) expressly inform the persons included in the register of the nature of the information and its duty of confidentiality and the prohibition of their use.

(d) establish safety measures to custody, archive, access, reproduction and distribution of the information.

(e) to monitor developments in the stock market they emitted and the news that diffusers economic information professionals and the media to issue and could affect them.

(f) in the event that there is an abnormal evolution of contracted volumes or negotiated prices and there is sound evidence that such evolution is occurring as a result of a premature, partial or distorted broadcast operation, immediately disseminate a relevant fact that review of clear and precise form of the State in which the operation is in progress or containing a preview of the information supply all this without prejudice to provisions of article 228.4.

2. the issuers of securities are required to undergo operations on its own shares or financial instruments they referenced measures prevent investment or divestment decisions may be affected by the knowledge of inside information.

3. broadcasters also have the obligation to submit to the members of its Board of Directors, managers and as they are defined by regulations and personnel integrated in the areas related to the activities of the stock market, measures that prevent the use of inside information on the Securities and financial instruments issued by the entity itself or others of their group.

4. the Minister of economy and competitiveness and, with its express clearance, the National Commission of the stock market, may establish mandatory measures in development of this article. In particular, determine the form and terms that administrators and managers, and those people who have a close relationship with them, must inform the National Commission of the stock market and the public in general purchases of securities and financial instruments issued by the entity that carry out such functions or referenced to these.

Article 231. Behaviors prohibited in relation to the free formation of prices.

1. any person or entity acting or relates in the stock market must refrain from preparing or carrying out of practices that distort the free formation of prices. As such shall be the following: to) operations or orders: 1 that provide or may provide false or misleading indications as to the supply, demand or price of the securities or financial instruments.

2. to ensure, by means of a person or several persons acting in a concerted manner, the price of one or several financial instruments at a level that is abnormal or artificial, unless the person who had carried out the transactions or issued the orders demonstrates the legitimacy of his reasons and that these conform to market practices accepted on the regulated market concerned.

(b) operations or orders employing fictitious devices or any other form of deceit or machination.

(c) dissemination of information through the media, including the internet, or through any other means that provide or may provide indications false or misleading as to financial instruments, including the spread of rumors and news that are false or misleading, when the person who disclosed them knew or would have known that the information was false or misleading. With regard to the journalists who act professionally, disclosure of information will be evaluated taking into account the rules governing their profession, unless such persons to obtain directly or indirectly an advantage or benefit of the mentioned information dissemination.

2. However, are not considered as included in the previous section operations or orders referred to in article 227.2 and in general those carried out in accordance with applicable law.

3 empowers the Minister of economy and competitiveness and, with your express authorization, to the National Commission of the stock market, to develop, with respect to the prohibition established in this article, a relationship and non-exhaustive description of specific practices which are contrary to the free formation of prices.

Article 232. Communication of suspicious transactions.

1. institutions which carry out operations with financial instruments must notify the National Commission of the market of stock, as quickly as possible, when they consider that reasonable evidence there is to suspect that a transaction using privileged information or constitutes a practice that distorts the free formation of prices.

They will be entities obliged to inform the National Commission of the stock market investment services and credit companies Spanish, including subsidiaries of foreign entities, as well as the branches of companies from non-Community credit institutions or investment services. Where appropriate, the National Commission of the stock market shall send the communication of suspicious transaction to the supervisory authority of the Member State in which is situated the market in which such operation is carried.

2. the communication of suspicious transaction may be made by letter, email, fax or phone, being necessary, in the latter case, that confirmation is given in writing at the request of the National Commission of the stock market.

3 the communication shall contain the following information: a) the description of the operations, including the type of order, and the negotiation method used.

(b) reasons to suspect that the operation is performed using privileged information or that it is a practice that distorts the free formation of prices.

(c) the means of identification of persons on account of which had carried out operations and, where appropriate, those of others involved in the operations.

(d) if the person subject to the obligation to notify it acts for its own account or on behalf of third parties.

(e) any other relevant information relating to suspicious transactions.

If at the time of the communication the entity not available such information, it should at least mention the reasons that considers that there is a suspicious transaction, without prejudice to the obligation to submit supplementary information as soon as it becomes available.


4. the entities that report suspicious transactions to the National Commission of the stock market will be forced to remain silent about such communication, except, where appropriate, provisions of the legal provisions in force. In any case, the communication in good faith may not imply liability of any kind or will result in violation of the prohibitions of disclosure of information pursuant to contracts or legal, regulatory or administrative provisions.

5. the identity of the entity making the communication of suspicious transaction shall be subject to professional secrecy laid down in paragraph four of article 248.

Title VIII regime of monitoring, inspection and sanctions chapter I provisions general article 233. Scope of the monitoring, inspection and punishment.

1 are subject to the supervision, inspection and sanction regime established in this law, in charge of the National Commission of the stock market: a) the following persons and entities, in what refers to the enforcement of this law and its regulations development, as well as the rules of European Union law containing provisions specifically relating to the same : 1 guiding societies of official secondary markets, multilateral trading systems governing entities, entities of central counterparty and central securities depositories. The Bank of Spain is excluded.

2nd bags society and the societies that have the ownership of all the shares or participation that has under the control, direct or indirect, of the entities referred to in the previous number.

3rd investment services of Spanish companies, spreading this competition to any office or Center within or outside the national territory.

4th investment services firms authorised by States not members of the European Union operating in Spain.

5 agents of the institutions that provide investment services.

6 the guarantee of investment fund management company.

7th who, not being included in the preceding letters, have the status of Member of any official secondary market or clearing and settlement operations systems.

(b) the credit rating agencies established in Spain and registered under Title III, chapter I of Regulation (EC) No. 1060 / 2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, persons participating in the rating activities, qualified entities or linked third parties, third parties to which credit rating agencies have outsourced some of its functions or activities , and persons related or connected in any way with agencies or credit rating activities.

The National Commission of the stock market is the competent authority in Spain, for the purposes of Regulation (EC) 1060 / 2009, of September 16, 2009 and shall exercise its powers in accordance with what is established in the regulations of the European Union on credit rating agencies.

(c) the following persons and entities, in terms of their activities linked to the stock market: 1 issuers of securities.

2nd entities credit and its agents, extending the competition to any open branch outside the national territory, as well as credit institutions authorized in States not members of the European Union operating in Spain.

3rd services of investment firms authorised in another Member State of the European Union operating in Spain, in the terms established in this law and its provisions of development including their tied agents and branches in national territory, as well as, in the same terms, branches in Spain of credit institutions authorised in another Member State of the European Union.

4th Las societies Gestoras de Instituciones de Inversión Colectiva as provide investment services.

5 the remaining physical or legal persons, as soon as they can be affected by the provisions of this law and its development provisions.

6 of credit rating agencies registered by another competent authority of the European Union under Title III, chapter I of Regulation (EC) No. 1060 / 2009, of September 16, 2009, and the rating agencies that have received certification equivalent pursuant to article 5 of that regulation. The National Commission of the stock market shall exercise its powers in accordance with what is established in the regulations of the European Union on credit rating agencies.

(d) persons resident or domiciled in Spain that control, directly or indirectly, companies of investment services in other Member States of the European Union, within the framework of collaboration with the authorities responsible for the supervision of such companies, as well as the holders of significant shareholdings for the purposes of compliance with the provisions of chapter IV of title V.

(e) entities forming part of the consolidated groups of companies of investment services referred to in article 258, for the sole purpose of compliance at the consolidated level of own resources and requirements of the limitations that can be established on investments, operations, or positions that involve high risks.

((f) entities forming part of the consolidated groups of which they are dominant entities referred to in the letter to). 1st and 2nd, for the sole purpose of the compliance with the obligation to consolidate their accounts and the limitations that may be established in relation to its activity and patrimonial balance.

(g) financial holding companies, financial ventures of portfolios and societies mixed portfolio, in accordance with article 4.1.20 and 21, respectively, of Regulation (EU) No. 575/2013, of 26 June 2013, among whose subsidiaries are investment services companies.

(h) natural persons and non-financial entities referred to in article 258.3, for the sole purpose referred to in that paragraph.

(i) any person or entity, for the purposes of checking whether it violates naming and activity reservations provided for in articles 143 to 147. In the case of legal persons, the competencies that correspond to the National Commission of the stock market according to the previous paragraphs may exercise over those who occupy positions of management, direction or assimilated into the same.

(j) persons and legal entities performing transactions subjected to Regulation (EU) No. 236/2012 March 14, 2012.

(k) persons and legal entities performing transactions subjected to Regulation (EU) No. 648/2012, July 4, 2012.

2 shall be responsible for the administration of the bankruptcy of an issuer of securities or registered institution subject to insolvency proceedings the fulfilment of the obligations of submitting information to the National Commission of the stock market laid down in this law for its directors and management, when these have been replaced by it.

3. nothing in this article shall be without prejudice to the competences of oversight, inspection and sanction corresponding to the autonomous communities that have them assigned on the governing bodies of secondary markets of autonomous and, in connection with the transactions on securities admitted to trading only in them, of other persons or entities related in the previous two sections first. For the purposes of the exercise of such powers, the relevant precepts of this title, unless the references contained therein to bodies or State entities will have basic character. The National Commission of the stock market may conclude conventions with autonomous communities with powers in the field of securities markets in order to coordinate their respective actions.

4. concerning the provisions of the articles 226, 227, 228 and 231, and without prejudice to the powers of the autonomous communities, the National Commission of the stock market shall have jurisdiction not only acts carried out on Spanish territory or outside it which relate to securities and other financial instruments admitted to trading on an official secondary market or which are covered by an application for admission to trading on one these markets, but also with respect to acts carried out in Spanish territory in relation to securities and other financial instruments admitted to trading on a regulated market in another Member State of the European Union or which are covered by an application for admission to trading on one of such markets.

5. without prejudice to the provisions of this law, the Bank of Spain will exercise powers of supervision and inspection over the members of the public debt market in annotations, account holders themselves and on the managing bodies, as well as stock market-related activities undertaken by entities registered in the registers responsible referred to in article 145.


In all cases of confluence of powers of supervision and inspection between the National Commission of the stock market and the Bank of Spain, both institutions shall coordinate their action under the principle that the supervision of the functioning of securities markets, including internal organization issues identified in article 193.2, corresponds to the National Commission of the stock market , and the supervision of the solvency, as well as the remaining matters of internal organization fall on the institution that keep the corresponding record.

The National Commission of the stock market and the Bank of Spain shall sign conventions in order to coordinate the respective powers of supervision and inspection.

Article 234. Powers of supervision and inspection.

1. the National Commission of the stock market shall have all the powers of supervision and inspection necessary for the exercise of their functions. It may exercise them these powers: to) directly, without prejudice to the right to seek the collaboration of third parties under the terms set out in Article 235.

(b) in collaboration with other authorities, national or foreign, in the terms provided in this law and their standards of development.

(c) request the competent judicial authorities. In particular it may request the seizure or freezing of assets.

2 in the form and with the limitations set out in the legal system, the powers of supervision and inspection of the National Commission of the stock market will include at least the following powers: to) access to any document in any form and to receive a copy of the same.

(b) require any person submitting information in the term reasonably fixed by the National Commission of the stock market and, if necessary, quote and take a person to obtain information.

(c) carry out inspections with a physical presence in any office or unit.

(d) require records telephone and data traffic available to them.

(e) require the cessation of any practice that is contrary to the provisions laid down in this law and its implementing rules, as well as to require no repetition of this practice in the future;

(f) request the seizure or freezing of assets.

(g) require the temporary prohibition to exercise a professional activity.

((h) obtain from auditors of the article 233.1 entities and investment services companies. to). 1st and 2nd any information they have obtained in the exercise of their function.

(i) adopt any type of measure to ensure that persons and entities subject to its supervision comply with law and applicable regulations, or the requirements of rectification or correction made, and may require such persons and entities, isolated or collectively and to this end, the contribution of reports of experts independent, auditors or its organs of internal governance or compliance.

(j) agree the suspension or limitation of the type or volume of operations or activities that the natural or legal persons may make in the stock market.

(k) agree suspension or exclusion of negotiation of a financial instrument, either in an official secondary market or in a multilateral trading system.

(l) refer matters for criminal prosecution.

((m) allow Auditors or experts to carry out verifications or investigations, in accordance with article 253.6. c).

(n) in the exercise of the function of checking the information referred to in article 122.2, the National Commission of the stock market may be: 1 collect the Auditors of accounts of issuers whose securities are admitted to trading in an official secondary market or other regulated market domiciled in the European Union, by written request how much information or documents are required, in accordance with provisions of law 22/2015, July 20, of audit of accounts.

The revelation by the Auditors of the accounts of the information required by the National Commission of the securities pursuant to the provisions of this article shall not constitute a breach of the duty of secrecy.

2. issuers whose securities are admitted to trading on another regulated market domiciled in the EU the publication of additional information, conciliation, corrections or, if necessary, reformulation of periodic information or an official secondary market demand.

(n) collect, through its employees, information on the degree of compliance with regulations that affect securities markets by the supervised entities, without disclosing their status of staff of the National Commission of the stock market and, in particular, with regard to the way in which financial products are being marketed to those, as well as good or bad practices that such entities could be carried out.

(o) require, in writing or verbally, to the persons and entities listed in the previous section that make public immediately information that pertinent considerations on its activities related to the stock market or which may affect this. Not to do so directly the forced the own national Commission of the stock market will do so.

3 performances of testing and research, including the taking of statement, may develop, at the choice of the services of the National Commission of the stock market: to) in any office, office or dependence of the entity or person inspected or his representative.

(b) in own premises of the National Commission of the stock market or other bodies of administration.

When actions of verification and investigation carried out in the places indicated in the letter to), you will see the working hours of the same prejudice that can act jointly in other times and days.

4. the measures referred to in paragraph 2. (((e), g), i), j) and k) can be taken as precautionary measure during a disciplinary file or as an aside from the exercise of powers to impose penalties, always be necessary for the effective protection of investors and the proper functioning of markets, and will remain as long as remains the cause that had motivated them.

5 when the measures referred to in paragraph 2.e), g), j) and n) are exercised on entities subject to the supervision of the Bank of Spain, with character prudential in a disciplinary procedure, either apart from the exercise of powers to impose penalties, they must be notified prior to the aforementioned body.

In addition, in the case of the measures referred to in paragraph 2(f)) will be mandatory prior report of that body.

6 the National Commission of the market of stock, in the exercise of the powers of supervision and inspection referred to in this law, can communicate and require the entities referred to in articles 143, 145, 146, 233.1. to). 1st to 5th and 233.1. c). 1st to 3rd, by electronic means, the information and measures contained in this law and its development provisions.

The entities concerned, will have obligation to enable the time that is set for this purpose, the technical means required by the National Commission of the stock market for the effectiveness of their systems of electronic notification, pursuant to article 27.6 of law 11/2007, of 22 June, electronic access of citizens to public services.

The system of electronic notification, which shall respect the principles and guarantees of law 11/2007, of 22 June, and of the rules governing the common administrative procedure of public administrations, will allow to certify the date and time in which occurs the making available of the person concerned of the Act subject to notification, as well as access to its content , time from which the notification shall be practiced for all legal purposes.

When there is evidence of the availability of the object of Notification Act, passed ten calendar days unless you access its contents, means that the notification has been rejected with the effects provided for in article 41.5 of the law 39/2015, on 1 October.

7. the facts noted in the exercise of their duties of supervision and inspection by the authorised representative of the National Commission of the stock market, will have probative value without prejudice to proofs that in defence of their respective rights and interests may designate or provide by the persons or entities concerned.

8. the National Commission of the stock market may make public any action taken as a result of a breach of the applicable standards, unless its disclosure could put at serious risk the stock markets or cause harm disproportionate to those affected.

9. the National Commission of the stock market, which will have the status of competent authority for the purposes of regulations (EU) No. 236/2012 and no. 648/2012 will have the powers contained in this article that are necessary to comply with the functions and tasks that are assigned in Customs delegation or cooperation with other competent authorities.


The Bank of Spain and the General Directorate of insurance and pension funds will immediately inform the National Commission of the stock market effective breaches, or the existence of signs founded of predictable non-compliance with, the obligations set out in the article 11.3 and 11.4 of the Regulation (EU) No. 648/2012, July 4, 2012.

10 access to the information and data required by the National Commission of the stock market in the exercise of its functions of inspection and monitoring is covered by article 11.2. to) of the organic law 15/1999, of 13 December, of protection of data of a Personal nature. The data accessed only will be used for the exercise of the powers mentioned in the terms provided for in this law.

Article 235. Collaboration of external actors in the monitoring and inspection functions.

1. for the best exercise of supervision which has legally assigned functions, the National Commission of the stock market may, if necessary, properly motivated, use the background resulting from the collaboration that requires auditors Auditors, consultants, or other independent experts, who should follow, in any case, rules and instructions as shall be determined by the Agency to the effect.

2. in particular, the National Commission of the stock market, to assess the degree of compliance with regulations that affect securities markets by the supervised entities and, in particular, about the practices of marketing of financial instruments, may request the collaboration of experts through issuing reports.

For the preparation of these reports, experts designated as well as employees may act anonymously, without revealing his performance on behalf of the National Commission of the stock market.

3. the performance contract of collaboration with the National Commission of the stock market in accordance with the provisions of this paragraph does not imply in any case the exercise of administrative powers.

Article 236. Obligations of cooperation with the National Commission of the stock market.

1. under it willing in the article 234, them people physical and legal listed in the article 233.1 are forced to put to disposition of the Commission national of the market of values few books, records and documents, is which is your support, this consider accurate, included them programs computer and them files magnetic, optical or of any another class including telephone conversations of a commercial nature that have been recorded with the consent of the customer or investor.

2. natural persons are required to appear before citations from the National Commission of the stock market for making statement.

3. the organs and bodies of any public administration; cameras and corporations, colleges, councils of colleges and professional associations; other public entities, including the management entities and common services of the Social Security and who, in general, exercise functions public, will be forced to collaborate and deliver to the National Commission of the stock market data, documents, records, reports and background necessary for the exercise by the National Commission of the stock market of the functions listed in article 17 whatever your support through the specific requirements and within the period indicated, and to provide the contest, assistance and protection for the exercise of their functions.

4. the Auditors of investment services companies are obliged to the duty of communication to the National Commission of the market of stock covered by the seventh additional provision of law 22/2015, of 20 July.

5. to the extent that is necessary for the effective exercise by the National Commission of the stock market of its functions of supervision and inspection, persons or entities that provide any kind of professional service to persons covered by article 233.1 are obliged to provide all data and information required them by it, in accordance with the provisions , where appropriate, the specific regulations governing their profession or activity.

Article 237. Publication of relevant information.

With the exceptions provided for in article 248, the National Commission of the stock market may order issuing securities and any related entity markets values proceeding to implement immediate public awareness facts or relevant information that may affect the negotiation thereof, and may, failing, do it herself.

Article 238. Public records in relation to stock markets.

The National Commission of the market of values be retained, with the character of official records, to which the public will have free access: to) a register of entities that have entrusted the management of the accounting record corresponding to each of the values represented by annotations into account emissions.

(b) a record containing the prospectus approved by the Commission pursuant to the provisions of this law.

(((c) a record of the documents referred to in article 7 and, in general, of those referred to in article 36.1. a) and b).

(d) a register of companies of investment services that operate in Spain and, where appropriate, their administrators, managers and similar.

(e) a register of agents or representatives acting as usual on behalf of investment services companies.

(f) a record of regulated information, which must contain the information referred to in articles 118 to 122, 123.1, 125, 126 and 228. It will also include the official requirements of the National Commission of the stock market for the remission, extension or revision of the content of the information to which reference is made by articles 118 to 122.

(g) a register of listed companies provided for in article 77.1.

(h) a record which, in accordance with the provisions of article 275.2, shall set forth the sanctions imposed in the past five years by the Commission of serious and very serious infringements of natural and legal persons subject to the scope of supervision, inspection and sanction provided in this title.

(i) a record of official secondary markets, whose content and modifications will inform agencies supervisors of other States members of the European Union and the European Securities and markets authority.

(j) a record of Spanish multilateral trading systems.

(k) a register of institutions of credit and service companies of investment carrying out activity regulated in Title X, chapter III.

(l) a record of credit rating agencies established in Spain and that they have been registered in accordance with the provisions in Regulation (EC) No. 1060 / 2009, of September 16, 2009.

(m) compensation systems, registration, settlement and central counterparty entities which refer articles 97 and 103 respectively.

(n) a record of funds of bank assets referred to in the additional provision ten law 9/2012, of 14 November, of restructuring and resolution of credit institutions, in which shall be entered the facts and acts subject to registration in the National Commission of the stock market in accordance with the applicable regulations.

(n) a register of participatory financing platforms.

(o) a register of securitisation funds, in which shall be recorded the facts and acts subject to registration in the National Commission of the stock market in accordance with the applicable regulations.

The addition to the records of the national of the SEC of periodic information and information brochures only implies the recognition that those contain the information required by the standards specified in its content and in no case will determine responsibility of the National Commission of the stock market due to the lack of accuracy of the information therein contained.

The official register provided for in paragraph f) will be considered central mechanism for the storage of the information referred to in this article, in the terms established by law.

Article 239. Claims services.

1. the Ministry of economy and competitiveness will regulate, without prejudice to the competences in the matter of the autonomous communities, the Constitution by the National Commission of the market of values, and estimated necessary by all governing bodies of official secondary stock market, Central counterpart entities and central securities depositories, of services designed to meet the claims that , in matters within their competence, may formulate the public, so as to advise him on their rights and the existing legal channels for their exercise.

2. the national stock market Commission shall notify the European securities authority and the existence of a procedure for claims for extrajudicial resolution of conflicts of the users of financial services in relation to the provision of investment services and ancillary services by investment firms.

Article 240. Advertising.


The Minister of economy and competitiveness and, with its express clearance, the National Commission of the stock market, will determine the cases in which the advertising of the activities referred to in this law shall be subject to authorization or another type of administrative control carried out by the National Commission of the stock market and adopt, in general, the special rules that it must be secured.

The National Commission of the stock market will exert from actions to obtain the cessation or rectification of the advertising that is contrary to the provisions that referred to in the preceding paragraph or in general should reputar illegal in accordance with the General rules on advertising material, without prejudice to the sanctions that are applicable in accordance with the next chapter.

Article 241. Obligations of information accounting.

1. accounts and individual and consolidated management reports for each year of the entities referred to in article 233.1. to) must be approved, within four months following the close of the former, by its corresponding general meeting, previous conduct of the audit of accounts.

2. without prejudice to the provisions of book I, title III of the code of Commerce, empower the Minister of economy and competitiveness and, with your express authorization, to the National Commission of the Mercado de Valores, the Bank of Spain or the Institute of accountancy and audit of accounts, to establish and modify in relation to entities mentioned in the preceding paragraph accounting standards and models to its financial statements, as well as those related to the fulfillment of the coefficients to be established, providing frequency and detail with which the corresponding data must be supplied to the National Commission of the stock market or made public by the very institutions generally should be adjusted. This ability will not be more restrictive than the requirement that advertising criteria are similar for the various categories and homogeneous for all entities in the same category.

The ministerial order which establishes the habilitation will determine reports which, if any, will be mandatory for the establishment and modification of the above standards and models, as well as the resolution of consultations on the regulations.

It also empowers the Minister of economy and competitiveness, and express, to the National Commission of the stock market, to regulate records, internal databases or statistical and documents that should be the entities listed in article 233.1-enabled. to) and, in connection with its operations of securities market, the other entities referred to in article 145.

3 the Minister of economy and competitiveness and, with its express clearance, the National Commission of the stock market, the Bank of Spain or the Institute of accountancy and audit of accounts, have the same powers provided for in the preceding paragraph in relation to the groups consolidated investment services companies and consolidated groups whose parent company is one of those mentioned in article 233.1. a) 1 St and 2 nd. The exercise of these powers will require the mandatory reports that, in his case, determined in the ministerial order of qualification.

Chapter II cooperation with other authorities article 242. Cooperation with other national supervisory authorities.

1. the Bank of Spain, the National Commission of the stock market and the Ministry of economy and competitiveness, within their respective legal responsibilities on the control and inspection of financial institutions, to cooperate closely in order to harmonise in whichever is convenient and increase, based on their mutual experience, standards and programs that cover the techniques and practices of supervision in the exercise of those powers.

2. for this purpose, shall periodically exchange informations that are relevant, in particular, the related to ensure the highest quality of the techniques employed, and may conclude one or more agreements which have as their object the normalization of such exchanges, the homogenization of procedures or practices specific and, where appropriate, joint instruments that enable the follow-up of the objectives.

Article 243. Request information and preliminary report.

1 the National Commission of the market of stock must request prior report to the Bank of Spain or the General Directorate of insurance and pension funds, as appropriate, for the adoption of any of the following decisions in relation to counterparties subject to their respective prudential supervision: to) decisions relating to the existence of the risk management procedures and to the capital adequacy of the financial counterpart to the purposes of the provisions in the Article 11.3 and 4 of Regulation (EU) No. 648/2012, July 4, 2012.

(b) the application of exemptions to the operations intra-group refers to article 4.2 and article 11.5 et seq. of that regulation.

2 the decisions that can make the National Commission of the stock market that referred to) above must be based, in any case, the report issued by the authority responsible for the prudential supervision of the corresponding entity.

3. the national stock market Commission may require the Bank of Spain and the General Directorate of insurance and pension funds, how much information is necessary for the exercise of the powers of supervision, inspection and sanction relating to the application of the Regulation (EU) No. 648/2012, July 4, 2012.

Article 244. Cooperation with other EU supervisory authorities.

1. the National Commission for the securities market shall cooperate with other competent authorities of the European Union whenever it is necessary to carry out the functions set out in this law, using for this purpose all the faculties which it attributes to him and those laid down in Regulation (EC) No. 1060 / 2009, of September 16, 2009.

2. in addition, the National Commission of the stock market assist to other competent authorities of the European Union. In particular, it will exchange information and collaborate in research or monitoring activities.

The National Commission of the stock market may exercise their powers for the purpose of cooperation, even in cases in which investigated behavior does not constitute a violation of the regulations in force in Spain.

3. the national stock market Commission will cooperate with the European Securities and markets authority. In particular, provide without delay all the information required for the fulfilment of its functions assigned in accordance with article 35 of Regulation (EU) No. 1095 / 2010, November 24, 2010.

4. in exercising its punitive powers and research, the National Commission of the stock market will cooperate with other competent authorities of the European Union to ensure that the penalties or measures produce the desired results and will coordinate its actions with other authorities in the case of cross-border cases.

Article 245. Exchange of information.

1. the National Commission of the stock market will facilitate the information necessary for the performance of their functions that they require you to the European authority of securities and markets, the European banking authority and the competent authorities of other Member States of the European Union immediately.

2. the National Commission of the stock market will not transmit the information received from competent authorities in other countries to other bodies or natural and legal persons without the express consent of the competent authorities which have reported it.

If anything, the information received by the National Commission of the stock market or transmitted by this only may be used for the purposes for which those authorities have given their consent in the exercise of their functions, in particular: to) to verify compliance with the conditions governing access to the activity of investment services companies and facilitate monitoring on a consolidated or consolidated, basis of the conduct of that business, especially with regard to the capital adequacy requirements imposed by legislation, administrative and accounting procedures and internal control mechanisms.

(b) to monitor the proper functioning of trading centers.

(c) to impose sanctions.

(d) in the case of an administrative appeal against decisions of the competent authorities.

(e) in judicial proceedings.

(f) in extra-judicial mechanisms to resolve complaints from investors.

3. in addition, the National Commission of the stock market may transmit the information received from other competent authorities to the Bank of Spain and the General Directorate of insurance and pension funds.

4. Notwithstanding the provisions of paragraph 2, in duly justified circumstances, the National Commission of the stock market may transmit the information to other bodies or natural and legal persons without the express consent of the competent authorities which have reported it and only for the purposes for which those authorities have given their consent. In this case, the National Commission of the stock market shall immediately inform the competent authority of the State that sent the information.


5. the provisions of the preceding paragraphs shall be applied, in terms of the regime applicable to the request for the supply or exchange of information, in accordance with article 15 of Regulation (EC) No. 1287 / 2006 of 10 August 2006.

(6. it willing in this article not will prevent that it Commission national of the market of values transmit, it information confidential required for the exercise of their functions to them following agencies: to) to the authority European of values and markets and to it together European of risks systemic, noting them limitations relating to information specific on companies concrete and to them effects on States not members of the Union European that is expected in the Regulation (EU) No. 1095 / 2010 November 24, 2010, and in the Regulation (EU) No. 1092 / 2010 of the European Parliament and of the Council of 24 November 2010, relative to the macro-prudential oversight of the financial system in the European Union and is establishing a European systemic risk Board, respectively.

(b) to the system European of banks central and to the Banco Central European, in its condition of authorities monetary.

(c) to the Bank of Spain and the General Directorate of insurance and pension funds.

Similarly, will prevent either from these agencies inform the National Commission of the stock market information it may need to perform functions that correspond pursuant to this law.

Article 246. Consultation prior to other competent authorities of the European Union.

The National Commission of the stock market, prior to the adoption of decisions which may affect the exercise of the functions of supervision by the competent authorities of another Member State of the European Union involved, consulted them with authorities, providing the information which is essential or relevant, in view of the importance of the matter concerned.

En_particular, condition must be timely consultation, before adopting the following decisions: to) referred to in title V, chapter IV in connection with the acquisition of significant shareholdings, regardless of the scope of the change in the shareholding that affected by the corresponding decision.

(b) the reports that must be issued on the operations of merger, Division or any other relevant changes in the organization or management of a company's investment services.

(c) the penalties for the Commission of serious and very serious offences which, in the opinion of the National Commission of the stock market, are considered to be of particular relevance.

(d) the measures of intervention and replacement, referred to in article 311.

(e) the request for additional resources, pursuant to provisions of article 260.2, as well as the imposition of restrictions on the use of internal methods of operational risk measurement.

In the cases collected in the c's), d) and e), should be consulted in all cases to the authority of the European Union responsible for consolidated supervision of the Group eventually affected by the decision.

Exceptionally, the National Commission of the stock market, you may omit the prior consultation of the competent authority concerned in another Member State of the European Union, when there are circumstances of urgency or when such consultation might compromise the effectiveness of the decisions to adopt, and must inform the authorities cited, without delay as soon as the decision has been taken.

Article 247. Cooperation with the competent authorities of States not members of the European Union.

1. the National Commission of the stock market may conclude cooperation agreements, which provide for the exchange of information with the competent authorities of States not members of the European Union, provided the information revealed to enjoy a guarantee of professional secrecy at least equivalent to that required under article 90 and there is reciprocity. This exchange of information must be intended for the accomplishment of the tasks entrusted to the competent authorities. The National Commission of the stock market shall notify to the European securities authority and markets the agreements of cooperation referred to in this section.

2. the National Commission of the stock market may transfer personal data to States not members of the European Union in accordance with title V of the organic law 15/1999, of 13 December.

3 the National Commission of the market of stock may conclude cooperation agreements providing for the exchange of information with authorities, agencies and natural and legal persons of third countries responsible for of: to) the supervision of institutions of credit, insurance companies or reinsurance, other financial institutions and financial markets.

(b) the competition in which the opening of the stage of liquidation of the companies of investment services and other similar procedures occurred.

(c) the realization of audits mandatory accounts of enterprises investment services, credit, insurance or reinsurance companies and other entities financial entities, in the exercise of their supervisory functions, or the administration of regimes for compensation, in the exercise of their functions.

(d) the supervision of organs involved in the contest in which the opening of the stage of liquidation of the companies of investment services and other similar procedures occurred.

Such exchange of information must be intended for the performance of the tasks of those authorities or bodies or natural or legal persons.

4 where information that will transmit the National Commission of the stock market of another Member State of the European Union, this single may be disclosed with the express agreement of the competent authorities which have transmitted it and, where appropriate, solely for the purposes for which these authorities have given their consent. The same provision applies to information provided by the competent authorities of States not members of the European Union.

Article 248. Professional secrecy.

1. the information or sensitive data that the National Commission of the stock market or other competent authorities have been given in the exercise of its functions related to the supervision and inspection provided for in this or other laws may not be disclosed to any person or authority. The reserve shall be raised from the moment in which stakeholders make public the facts to which it refers.

Without prejudice to the provisions of this article and the cases referred by the criminal law, any confidential information that may receive in the performance of their duties may be divulged to person or any authority, except either generic or collective that prevents the concrete identification of service companies of investment, guiding societies of the markets, regulated markets or any other person to which it relates this information.

2. the Cortes Generales access to information subject to the duty of secrecy will take place through the President of the Commission national of the market stock, in accordance with the provisions of the parliamentary regulations. For this purpose, the President of the National Commission of the market of stock may request approval of the competent bodies of the camera secret session or the application of the procedure laid down for access to classified materials.

Members of a parliamentary Committee of inquiry who receive restricted information will come obliged to take appropriate measures that will guarantee your reservation.

3. all persons who play or have played an activity for the National Commission of the stock market and have had knowledge of restricted data are required to keep secret. The breach of this obligation will determine criminal responsibilities and the others laid down by laws. These people do not may provide statement or testimony, or publish, communicate, display data or booked documents, even after having ceased in the service, unless express permission granted by the competent authority of the National Commission of the stock market. If such permission is not granted, the affected person will keep the secret and will be exempt from responsibility emanating from it.

4 except for the obligation of secrecy regulated in this article: to) when the person concerned consents expressly dissemination, publication or communication of data.

(b) the publication of data aggregated for statistical purposes, or communications in the form of summary or aggregated so that individual institutions can not be identified even indirectly.

(c) the information required by the competent judicial authorities or by the public prosecutor in criminal proceedings or civil trial, although in this last case, the obligation of secrecy will be maintained with regard to the prudential requirements of an investment services company.

(d) the information which, in the context of bankruptcy proceedings of an investment services company, are required by the judicial authorities, provided that they not related to third parties involved in the refloating of the entity.


(e) the information which, in the context of administrative appeals or judicial spraying celings and decking on administrative judgment given in management and discipline of the stock markets, are required by the competent administrative or judicial authorities.

(f) the information that the National Commission of the stock market have to facilitate, for the fulfilment of their respective roles, to the autonomous communities with powers in the field of stock exchanges; the Bank of Spain; the General Directorate of insurance and pension funds; the Institute of accountancy and audit of accounts, guiding companies officials secondary markets in order to ensure the functioning of regular thereof; guarantee of investor funds; Auditors or trustees of a services company investment or an entity of the group, designated in the appropriate administrative or judicial procedures, and the Auditors of the accounts of the companies in their groups and investment services.

(g) the information that the National Commission of the stock market has to provide the authorities responsible for combating money laundering in application of the law 10/2010 of 28 April, the laundering of capital and financing of terrorism, as well as communications that, exceptionally, can be made pursuant to articles 93 and 94 of law 58/2003 , of 17 December, General tax, delegated authorization of the Minister of economy and competitiveness. For this purpose, the collaboration agreements concluded by the National Commission of the stock market with other countries supervisory authorities must be taken into account.

(h) the information required by a parliamentary Committee of inquiry, in the terms established by specific legislation.

(i) the information that the National Commission of the stock market decides to help a system or clearing house and a Spanish market settlement, when it considers that they are necessary to ensure the proper functioning of such systems before any non-compliance or potential non-compliance, occurring in the market.

(j) the information that the National Commission of the stock market have to facilitate, for the fulfilment of its functions, the authority-European Securities and markets, the European systemic risk Board, to bodies or authorities of other countries in which falls the public function of supervision of credit institutions, insurance or reinsurance entities other financial institutions and financial markets, or the management of deposit guarantee or investor-compensation schemes, always there is reciprocity, and that agencies and authorities are subject to professional secrecy in conditions which, at a minimum, are comparable to those established by the laws of Spain.

(k) them information that by reasons of supervision prudential or sanction of them companies of services of investment and entities or institutions financial and markets subject to the field of this law, the Commission national of the market of values have that give to know to the Ministry of economy and competitiveness or to the authorities of them communities autonomous with competencies in matter of markets of values.

(l) information published by the National Commission of the stock market in accordance with article 176.8.

(m) the information provided by the National Commission of the stock market authorities Spanish energy and the authorities supervising the Iberian market of the electric power supervisory and which is necessary for the fulfilment of its functions of supervision of these markets. For this purpose, the collaboration agreements concluded by the National Commission of the stock market with other authorities must be taken into account. Only information may be disclosed with the express consent of the Commission.

(n) the information communicated to the European banking authority under the current regulations, and in particular, established in articles 31 and 35 of Regulation (EU) No. 1093 / 2010 of the European Parliament and of the Council, on November 24, 2010, which establishes a European authority of Supervision (European banking authority), amending Decision No. 716/2009/EC and repealing Decision 2009/78/EC of the Commission. Despite the foregoing, such information shall be subject to professional secrecy.

(n) the information provided to the European systemic risk Board, when this information is relevant for the performance of its statutory functions under the Regulation (EU) No. 1092 / 2010, November 24, 2010.

5. the judicial authorities who receive restricted information of the National Commission of the stock market will come obliged to adopt measures that ensure the reserve during the conduct of the process concerned. The remaining authorities, persons or entities that receive reserved information shall be subject to professional secrecy regulated in this article and may not use it but in the context of the performance of the functions that are legally established.

6. the transmission of information reserved for agencies and authorities of countries not belonging to the European economic area referred to in paragraph 4.j) will be conditional, when the information is originated in another Member State, to express compliance of the authority that has transmitted it, and may only be communicated to the above recipients for the purposes for which that authority has given its agreement. Same limitation shall apply to the information to cameras and bodies referred to in paragraph 4.i) and the information required by the Court of accounts and the research committees of the general courts.

(7. the national stock market Commission shall inform the European banking authority the identity of authorities or bodies to which it can transmit data, documents or information in accordance with paragraph 4.d) and f) in relation to the Institute of accountancy and audit of accounts.

Article 249. Negative to cooperate or to the exchange of information.

The National Commission of the market of stock may refuse to give effect to a request for cooperation in an investigation, verification «in situ» or a supervision under article 253.4 to 6 or Exchange information in accordance with article 245.1 5 and 253.1 only if: to) such research, verification «in situ», monitoring or information-sharing can threaten sovereignty safety or public order.

b) has instituted legal proceedings for the same facts and against the same persons.

c) has already issued a firm judicial decision with respect to the same persons and the same facts.

In case of refusal, the National Commission of the stock market will notify properly to the requesting competent authority and the European Securities and markets authority providing the best possible information on the matter.

Article 250. Cooperation with the judicial authorities.

The National Commission of the stock market will be given how much collaboration is required by the Judicial authority or by the public prosecutor's Office in order to clarify facts related to securities markets which may be criminal character.

Article 251. Cooperation in the field of prudential supervision of investment services companies.

The National Commission of the market of stock, in its capacity as authority responsible for supervision on the solvency of the consolidated groups of investment firms, will collaborate with the EU supervisory authorities. For this purpose: to) will coordinate the collection of information and disseminate among the remaining authorities responsible for the supervision of the Group's investment service companies the information deemed important in both normal and emergency situations.

b) shall plan and coordinate monitoring in normal situations, regarding, inter alia, the activities referred to in articles 190, 196, 260 and 261 related consolidated supervision, and in the provisions relating to technical criteria concerning the organisation and treatment of risks, in collaboration with the competent authorities involved.

(c) it shall plan and coordinate activities of supervision, in collaboration with the competent authorities involved and, where appropriate, with central banks in emergency situations or in anticipation of such situations, and in particular, in those cases in which there is an evolution adverse utilities investment or financial markets using, whenever possible , specific communication channels to facilitate crisis management. Regulations the contents of this planning and coordination can be determined.

(d) cooperate closely with other authorities responsible supervisor on enterprises investment services foreign, parent, affiliates or subsidiaries of the same group in the terms provided for in article 247.


(e) it will sign agreements of coordination and cooperation with other competent authorities designed to facilitate and establish effective supervision of groups entrusted to their supervision and assume additional tasks arising from such agreements and with content that is established by law.

In particular, the National Commission of the stock market may sign a bilateral agreement in accordance with article 28 of Regulation (EU) No. 1093 / 2010, November 24, 2010, to delegate their responsibility for supervision of a subsidiary entity to the competent authorities which authorized and supervise the parent undertaking, so that these occupy surveillance of the subsidiary in accordance with the provisions provided for in this law its implementing regulations and in Regulation (EU) No. 575/2013, of 26 June 2013. The National Commission of the stock market must inform the European banking authority of the existence and content of such agreements.

(f) shall cooperate with the European banking authority for the purpose of Regulation (EU) No. 575/2013, on June 26, 2013, in accordance with the Regulation (EU) No. 1093 / 2010, November 24, 2010.

Article 252. Cooperation in the field of supervision of official secondary markets.

1. the Commission national of the market of values will establish mechanisms of cooperation provided with it authority competent of the State member of host when them markets side official established mechanisms in others States members of the Union European to allow the access remote and them operations of that market and when, given the situation of them markets of values in the State member of host official secondary markets have gained a substantial importance for the functioning of markets and the protection of the investors in that State.

2. in addition, the National Commission of the stock market and the competent authority of a regulated market in another Member State of the European Union shall establish cooperation mechanisms provided when that market is established in Spanish territory mechanisms to secure remote access, and the operations carried out in Spain and, given the situation of the Spanish securities markets they have gained a substantial importance for the functioning of markets and the protection of investors in Spain.

3. for the purposes of this article, shall mean that the operations are of substantial importance when compliance with the provisions of article 16 of Regulation (EC) No. 1287 / 2006 of 10 August 2006.

Article 253. Cooperation in matters of Directive 2004/39/EC.

1. the national stock market Commission may communicate to the competent authorities of other Member States of the European Union information related to matters governed national rules transposing Directive 2004/39/EC of 21 April 2004.

In such cases, the National Commission of the stock market must indicate if the information can be disclosed only with your express consent.

Also when the national stock market Commission to receive information from the competent authorities of other Member States and the authorities have indicated that information can only be disclosed with your express consent, the National Commission of the stock market shall use that information only for the purposes for which it has been authorised by that authority.

2. when the National Commission of the stock market has reasonable grounds to suspect that entities not subject to its supervision being carried out or have been carried out in the territory of another Member State of the European Union activities contrary to national provisions that it has transposed the Directive 2004/39/EC, of 21 April 2004, notify it as specifically as possible to the competent authority of that Member State and the European Securities and markets authority. This communication shall be without prejudice to the powers which can exercise the National Commission of the stock market.

3. Likewise, when the National Commission of the stock market received a notification from the competent authority of another Member State of the European Union which has reasonable grounds to suspect that entities not subject to its supervision being carried out or carried out activities contrary to this law, and its development provisions in Spanish territory, it shall take appropriate measures to correct this situation. In addition, shall notify the notifying competent authority and the European securities authority and markets the result of its intervention and, to the extent possible, the significant intermediate advances.

4. the national stock market Commission may request the cooperation of other competent authorities of the European Union in an activity of supervision, for a verification «in situ» or an investigation related to the matters regulated by national rules transposing the Directive 2004/39/EC of 21 April 2004, as well as with matters with Regulation (EC) No. 1060 / 2009 , on September 16, 2009.

5. in the case of investment services companies, authorised in another Member State, that are remote members of an official secondary market, the National Commission of the stock market may choose to address them directly, in which case duly inform the competent authority of the Member State of origin of the remote member.

6 in the event that the National Commission of the stock market receives a request concerning an investigation or verification "in situ", in the framework of its powers: a) itself will carry out the verification or investigation, b) will allow the authorities that have submitted the request to make it, or c) will allow Auditors or experts to make it.

Article 254. Cooperation in the area of market abuse.

1. the National Commission of the stock market, in respect of the matters regulated in Title VII, chapter II, or its implementing regulations, may ask the competent authorities of other States members of the European Union carrying out an investigation on its territory. You can also request to allow members of its staff join the staff of the competent authority of that other Member State in the course of the investigation.

If the request of the National Commission of the stock market is rejected or not given course within a reasonable period of time, that can put it to the attention of the European Securities and markets authority.

2. Similarly, the competent authorities of other Member States of the European Union may apply to the National Commission of the stock market research concerning the matters mentioned above and under the same conditions.

3. the National Commission of the stock market may refuse to give effect to requests for research referred to the preceding paragraph, or to which its staff are accompanied by the personnel of the competent authority of another Member State of the European Union, when this may be prejudicial to the sovereignty, security or public order , or when you have has instituted legal proceedings for the same facts and against the same persons before the Spanish authorities, or where on those has been awarded a judgment of a judge or Spanish Court for the same acts. In this case, is notified properly to the authority competent that formulated the requirement, facilitating you information it more detailed possible on said procedure or sentence.

4. all requests for assistance made or received under the protection of the provisions of paragraphs 1 and 2 by the autonomous communities with competence in the matter will be processed through the National Commission of the stock market.

5. the National Commission of the stock market will adopt necessary measures to collect and transmit as soon as information about substances regulated by the title VII, chapter II, which will be requested him by the competent authorities of other Member States of the European Union.

In the event that the National Commission of the stock market can not transmit the information requested immediately, it shall communicate the reasons to the applicant authority.

6. the information provided by the National Commission of the stock market under the preceding paragraph shall be covered by professional secrecy.

In addition, the National Commission of the stock market may refuse to give effect to a request for information in accordance with the provisions of article 249.

7. the National Commission of the stock market may request information about substances regulated under Title VII, chapter II competent authorities of other Member States of the European Union.

The information that the National Commission of the stock market received pursuant to this section only may be used in the context of administrative or judicial procedures related specifically to the performance of their duties, except when the authority that sent the information authorized its use for other purposes or transmission to the competent authorities of other States.

When the request for information sent by the National Commission of the stock market to the competent authority of a Member State of the European Union is rejected or not given course within a reasonable time, it will be to the attention of the European Securities and markets authority.


8. in the event that a request for cooperation or information has been rejected, the European Securities and markets authority may assist the authorities to reach an agreement, in accordance with article 19 of Regulation (EU) No. 1095 / 2010 November 24, 2010, without prejudice to the possibilities for refusal listed in article 249 of this Act and of the capacity of action of the European Securities and markets authority in case of non-compliance with the EU law, recognized in article 17 of that regulation.

Article 255. Cooperation in the field of systems of clearing, settlement and registration of securities.

1. in accordance with international standards and with the law of the Union European entities of central counterparty, Central Depositary of securities and other financial market infrastructures, the National Commission of the stock market and the Bank of Spain shall ensure the functioning of the systems of clearing, settlement and registration of national values to preserve the stability of the financial system as a whole. With this aim, said authorities shall assess the degree of adaptation of the procedures of the Spanish market infrastructures to international recommendations and best practices, and shall draw up and publish a biennial report.

2. the National Commission of the stock market and the Bank of Spain, will sign a cooperation agreement in order to develop the work provided for in the preceding paragraph. This agreement will determine their respective roles and responsibilities in the matter, as well as the system of exchange of information between both authorities.

3. as provided for in this provision will not alter the respective powers granted to each of these authorities by their regulatory.

Chapter III Prudential Supervision article 256. Program supervisor.

1 the national of the SEC will approve, at least once a year, a program supervisor in relation to the following investment services companies: to) those whose results in stress tests referred to in article 257, or in the process of monitoring and evaluation, make clear the existence of significant risks to its financial soundness or disclose the breach of the solvency rules.

(b) that pose a systemic risk to the financial system.

(c) any others that the National Commission of the stock market deemed necessary in the exercise of their supervisory functions.

2. this programme shall contain at least the information referred to in article 5(2) of the law 10/2014, 26 June, and the National Commission of the market of stock, in the light of the results of the programme, may take the measures it deems appropriate in each case, among which are those set out in article 55.3 from the Act.

3. the National Commission for the securities market shall take into account to establish its program supervisor information received from the authorities of other Member States in relation to investment there services companies established branches. For these same purposes, it also take into consideration the stability of the financial system of those Member States.

4 this article 256 and article 257 shall not apply to unauthorized investment services companies to the auxiliary service referred to in article 141st), providing only one or more of the services or investment activities listed in article 140th), b), d) and g), and to which no allows you to have deposit money or securities of their clients and that , for this reason, never can find is in situation debtor with regard to such customers.

Article 257. Resistance tests.

1. at least once a year, the National Commission of the stock market undergo stress tests subject to its supervision of investment services companies, in order to facilitate the process of review and evaluation provided for in article 256.

2. to this end, the National Commission of the stock market you can endorse and transmit as such entities and groups, guides them to adopt the European banking authority for these purposes.

Article 258. Obligations of consolidation.

1. for the fulfilment of the minimum levels of resources and limitations imposed under the Regulation (EU) No. 575/2013, June 26, 2013, investment services companies will consolidate their financial statements with the other companies of investment services and financial institutions which constitute them a unit of decision, as provided for in article 42 of the code of Commerce and pursuant to that regulation.

2. the National Commission of the stock market may require the entities subject to consolidation how much information is needed to verify made bindings and analyze the risks borne by the whole of the consolidated entities as well, with same object, inspect books, documents and records.

When of an investment services company economic, financial or management relationships with other entities fit presume the existence of a relationship of control within the meaning of this article, while authorities have proceeded to the consolidation of its accounts, the National Commission of the stock market may request information to these entities or to inspect for the purpose of determining the origin of the consolidation.

3. the national stock market Commission may request information from individuals and inspect to non-financial entities with which there is a relationship of control as provided for in article 42 of the code of Commerce, for the purpose of determining its impact on the legal, financial and economic situation of the companies in their consolidated groups and investment services.

4 consolidation duty laid down in article 42 of the code of Commerce shall be fulfilled through consolidation referred to in the preceding paragraphs by those groups of companies whose parent is an investment services firm, or those others who have dominant a company whose main activity is the holding of participations in investment services companies. This duty shall be fulfilled, also for groups of all governing bodies of official secondary markets, central institutions of counterpart and central securities depositories.

It is understood without prejudice to the obligation to consolidate among themselves that may exist for subsidiaries that are not financial institutions, where appropriate in accordance with the designated article 42 of the code of Commerce.

Article 259. Prudential supervision of investment services and its consolidated Group companies.

1 will correspond to the National Commission of the stock market, in its capacity as authority responsible for the supervision of investment services and its consolidated Group companies: a) check systems, agreements, strategies, procedures, or mechanisms of any kind, applied to comply with the rules of solvency contained in this Act and provisions that develop it , as well as in the Regulation (EU) No. 575/2013, of 26 June 2013.

(b) determine if systems, own resources and liquidity maintained by investment services companies guarantee sound and prudent management and a solid coverage of their risks.

((c) determined from the review and evaluation referred to in the preceding paragraphs if the systems referred to in to) and own funds and liquidity maintained guarantee management and solid coverage, respectively, of their risks.

The analysis and assessments referred to in the preceding paragraphs will be updated with at least annually.

2 the National Commission of the market of stock, in the performance of its functions as the authority responsible for the supervision of service investment and its consolidated Group companies: to) take duly into consideration the potential impact of their decisions on the stability of the financial system in all the other Member States concerned, in particular, in emergency situations based on the information available at the time.

(b) it shall take into account the convergence of tools and practices of supervision in the field of the European Union.

(c) cooperate with the competent authorities of other Member States of the European Union, as parties to the European system of Financial Supervision (SESF), with full mutual respect and confidence, in particular to ensure the flow of relevant and reliable information between them and other parts of the SESF, in accordance with the principle of loyal cooperation laid down in article 4.3 of the Treaty on European Union.

(d) participate in the activities of the banking authority European and, where relevant, in the colleges of supervisors.

(e) shall endeavour to comply with the guidelines and recommendations that formulate the European banking authority in accordance with article 16 of the Regulation (EU) No. 1093 / 2010, November 24, 2010, and adhere to the warnings and recommendations to the European systemic risk Board in accordance with article 16 of the Regulation (EU) No. 1092 / 2010 , November 24, 2010.

(f) cooperate closely with the European systemic risk Board.

Article 260. Prudential supervision measures.


1 the National Commission of the market of stock required to enterprises for investment services or consolidated groups of investment firms that quickly take steps to return to compliance in the following circumstances: to) when they do not comply with the obligations contained in the rules of solvency or you appreciate serious deficiencies in the organizational structure or internal control mechanisms and procedures accounting or valuation, including those provided for in article 190.2 of the law.

(b) when the own national Commission of the stock market have information according to which it is reasonably foreseeable that the entity fails to comply with the obligations referred to in the preceding paragraph in the following twelve months.

2 in the circumstances provided for in the preceding paragraph the National Commission of the stock market may take one or several of the following measures it deems most appropriate according to the situation of the services of investment or the Group company: to) require undertakings of investment services that maintain own funds in excess of the capital requirements laid down in article 196 and Regulation (EU) No. 575/2013 26 June, in relation to risks and elements of risk not covered by article 1 of that regulation.

(b) require investment services companies and their groups that strengthen or modify the internal control procedures, accounting or valuation, mechanisms and strategies adopted for the fulfillment of the rules that may apply, including those set out in order to comply with article 190.2.

(c) require investment services companies and their groups that present a plan to restore compliance with the monitoring requirements laid down in this law and in the Regulation (EU) No. 575/2013, of 26 June 2013, which set a deadline for his execution and that entering the plan the necessary improvements in terms of its scope and lead time.

(d) require that their groups and investment services companies apply a specific policy of provision of supplies or a specific treatment of assets in terms of own resources requirements.

(e) restrict or limit the business, operations or network of investment services companies or apply for the abandonment of activities arising excessive risks for the soundness of an investment services company.

(f) require the reduction of the risk inherent in the activities, products and systems of the investment services companies.

(g) require investment services companies and their groups which limit the variable pay as a percentage of net revenues when it is inconsistent with maintenance of a sound capital base.

(h) require investment services companies and their groups using the net benefits to reinforce its own resources.

(i) prohibit or restrict the distribution by the company of investment services of dividends or interest to shareholders, partners or owners of additional tier 1 capital instruments, always and when the prohibition does not constitute a case of breach of the obligations of the investment services company.

(j) impose obligations of additional or more frequent information, including information on the status of capital and liquidity.

(k) the obligation to have a minimum amount of liquid assets enabling to cope with potential outputs of funds arising from liabilities and commitments, even in case of serious events that may affect the availability of liquidity, and maintain an appropriate structure of sources of funding with maturities in their assets, liabilities and commitments in order to avoid potential imbalances or tensions of liquidity which may damage or put at risk the financial situation of the investment services company.

3. the provisions of the preceding paragraph is understood without prejudice to the application of the penalties provided for in this law.

Article 261. Additional requirements of resources.

1 the National Commission of the market of stock investment services companies require the maintenance of own funds in excess of those established in accordance with article 260.2. to), at least in the following cases: a) if investment services company does not meet the requirements established in the 190.2 article or in the article 393 of the Regulation (EU) No. 575/2013 , June 26, 2013.

(b) if there are risks or risk elements that are not covered by the requirements of own resources laid down in article 196 or regulation (EU) No. 575/2013, of 26 June 2013.

(c) if it is likely that the application of other measures is insufficient by itself to improve enough systems, procedures, mechanisms and strategies within an appropriate period.

(d) if the review referred to in article 259.1, reveals that non-compliance with the requirements for the application of a calculation method of own resource requirements requiring prior authorization in accordance with the third part of the Regulation (EU) No. 575/2013, of 26 June 2013, could lead to insufficient own resources requirements , or if adjustments in valuation regarding positions or specific portfolios within the trading book, as established in article 105 of Regulation (EU) No. 575/2013, 26 June 2013, do not allow that the company's investment services sells or cover their positions in a short period of time without incurring significant losses in normal market conditions.

(e) if there were reasons to consider that risks may be underestimated despite the fulfilment of the requirements of the Regulation (EU) No. 575/2013, on June 26, 2013, and this law and its implementing rules.

(f) if the investment services firm notifies the National Commission of the stock market, in accordance with article 377.5 of Regulation (EU) No. 575/2013, of 26 June 2013, that the results of resistance test referred to in article exceed significantly the requirements of own resources derived from the correlation trading book.

2 a. effects of the determination of the appropriate level of own resources on the basis of review and evaluation carried out in accordance with article 259.1, the National Commission of the stock market will assess the following: to) the quantitative and qualitative aspects of the evaluation process of the companies of investment services referred to in article 190.2.

(b) the systems, procedures and mechanisms related to recovery and resolution of investment services companies plans.

(c) the results of the review and evaluation carried out in accordance with article 259.1.

(d) systemic risk.

Article 262. Supervision of financial Ventures portfolio and mixed portfolio companies.

1. when a financial joint holding company subject to supervision by the National Commission of the stock market is subject to equivalent provisions in virtue of this law and the law 5/2005, of 22 April, of supervision of financial conglomerates and why amending other laws of the financial sector, particularly in terms of monitoring depending on the risk the National Commission of the stock market, after consultation with other authorities responsible for the supervision of subsidiaries of the mixed financial holding company, may decide that the provisions of the law 5/2005, of 22 April, and its implementing regulations should apply to that company only.

2. in addition, when a mixed financial holding company subject to the supervision of the National Commission of the stock market is subject to equivalent provisions under this law and the law 20/2015, July 14, management, supervision and solvency of insurance companies and reinsurance companies, particularly in terms of monitoring depending on the risk the National Commission of the stock market, after consultation with other authorities responsible for the supervision of subsidiaries of the mixed financial holding company, may decide that the provisions of law 20/2015, July 14 should apply to that company only.

3. the National Commission of the stock market shall inform the European banking authority and the European authority of insurance and pension funds of the decisions taken pursuant to the preceding paragraphs.

4. without prejudice to the provisions of the fourth part of the Regulation (EU) No. 575/2013, June 26, 2013, when the parent undertaking of one or more investment services companies in Spain is a mixed holding company, the National Commission of the stock market will be the general supervision of the operations between the investment company and the joint holding company and its subsidiaries.


5. the companies subsidiaries of investment services of a mixed holding company must have systems of risk management and internal control mechanisms appropriate, including solid information and accounting procedures, in order to identify, measure, track, and properly control operations with its mixed portfolio parent and subsidiaries of this company. The National Commission of the stock market will require investment services company to report of any other significant operation with these entities other than the one mentioned in the Article 394 of the Regulation (EU) No. 575/2013, of 26 June 2013. Such procedures and significant transactions shall be subject to the supervision of the National Commission of the stock market.

Article 263. Supervision of States investment services companies not members of the European Union.

1. the obligations laid down in the rules of solvency will not be payable to branches of investment firms headquartered in a State not member of the European Union provided that they are subject to equivalent obligations under the terms to be determined by regulation.

2. companies of investment services whose parent is a financial institution domiciled outside the European Union shall not be subject to supervision on a consolidated basis, provided that they are subject to such supervision by the relevant competent authority of the third country, which is equivalent to that provided in this law and its implementing regulations , and in the first part, title II, Chapter 2 of Regulation (EU) No. 575/2013, of 26 June 2013.

The National Commission of the stock market, check this equivalence, it must take into account guidelines drawn up by the European banking authority for that purpose, which shall be consulted before adopting a decision on the matter.

In the case that not is appreciated the existence of a regime of supervision equivalent, will be of application to them companies of services of investment mentioned in the first paragraph of this paragraph the regime of supervision in base consolidated planned in the normative of solvency.

Notwithstanding the provisions of the preceding paragraph, the National Commission of the stock market may establish other methods of supervision on a consolidated basis of the groups referred to in this section. Among these methods, will have the authority of the National Commission of the stock market of demanding the Constitution of a dominant financial institution which has its head office in the European Union. Methods must fulfil the objectives of the supervision on a consolidated basis defined in this law and be communicated to the other competent authorities involved, the European Commission and the European banking authority.

Article 264. Applications for designation of branches as significant.

1. the National Commission of the stock market may make requests to the competent authorities of the supervision of a company's investment services authorized in the European Union with branches in Spain so that these are considered as significant branches, as well as, in cases where there is not a joint decision in this regard, resolved on its significant character.

In these cases, in accordance with the procedure determined by law, the National Commission of the stock market will promote the adoption of a joint decision on the application, with the other competent authorities of other States member responsible for the supervision of the various entities in the group.

2. equally, it will be you the National Commission of the stock market, in accordance with the procedure determined by law, resolved by joint decision, equivalent requests made by the competent authorities of the countries where they are located branches of Spanish investment services companies, as well as, in the absence of a joint decision on the matter, recognize the resolution about the significant character from the competent authority.

3. by regulation parameters that the National Commission of the stock market shall take into account to consider whether or not a branch is significant, that they be included in any case the market share of the branch, the potential impact of the suspension or cessation of the operations of the entity in the liquidity of the market and the dimensions and the importance of the branch will be realized.

Article 265. Relations with other supervisors in the field of the supervision on a consolidated basis.

1. any rule that rendered in development of this law provides for what and which can affect financial entities subject to the supervision of the Bank of Spain or the General Directorate of insurance and pension funds will dictate prior report of these.

2. whenever a consolidatable group of investment services companies exist entities subject to supervision on an individual basis by a body other than the National Commission of the stock market, this, in the exercise of the powers attributed to it by this law on these entities, must act in coordination with the Agency supervisor who, in each case, appropriate. The Minister of economy and competitiveness may issue rules needed to ensure proper coordination.

3. the Minister of economy and competitiveness, following a report of the National Commission of the stock market, on the proposal of the Bank of Spain, may agree that a group of companies of investment services that integrates one or more credit institutions capable of adhering to a system of guarantee of deposits considered consolidatable group of credit institutions and is Therefore, subjected to supervision on the basis established by the Bank of Spain.

Article 266. Colleges of supervisors.

1. the National Commission of the stock market, as a supervisor on a consolidated basis shall establish colleges of supervisors to facilitate the exercise of the tasks to be determined according to the rules in the framework of the cooperation referred to in article 244, and in accordance with the requirements of confidentiality laid down in the applicable legislation and the law of the European Union It shall, where appropriate, by establishing coordination and cooperation with authorities competent States not members of the European Union.

2 the colleges of supervisors shall constitute the framework in which to develop the following tasks: to) exchange of information between competent authorities and with the European banking authority in accordance with article 21 of Regulation (EU) No. 1093 / 2010, November 24, 2010.

(b) agree on the voluntary allocation of tasks and voluntary delegation of responsibilities if necessary.

(c) establish reasonable examination programmes based on a risk assessment of the group, pursuant to article 259.

d) increase the efficiency of supervision, eliminating any duplication of unnecessary prudential requirements, specifically in relation to the requests for information refers to article 246.

(e) apply of way coherent them requirements prudential planned in the Regulation (EU) No. 575 / 2013, of 26 of June of 2013, in all the entities of a group of companies of services of investment, without prejudice of them options and powers that offers the legislation of the Union European.

(f) planning and coordinating the oversight activities, in collaboration with the competent authorities involved and, where appropriate, with central banks, in emergency situations or in anticipation of such situations, according to the work done in other forums that may be in this field.

3. when the National Commission of the stock market is also the of supervisor of an investment services company with branches considered significant according to the criteria of article 264 also establish and chair a College of supervisors to facilitate the exchange of information to which refers article 246.

4. the establishment and functioning of colleges shall be based on provisions contained in writing and determined, after consulting the competent authorities concerned, by the National Commission of the stock market as the authority responsible for supervision on a consolidated basis or as competent authority of the Member State of origin.

The National Commission of the stock market will keep all members of the College fully informed, in advance, of the Organization of the meetings of the schools, of the main issues will be treated and issues that must be considered.

The National Commission of the stock market also fully informed all members of the school with respect to the actions taken in the meetings or executed measures. Regulations may develop characteristics which must meet such schools, whose composition will be determined by the National Commission of the stock market.

5. the National Commission of the stock market, as a member of a College of supervisors will work closely with the rest of competent authorities that form it. Confidentiality requirements provided for in this law shall not prevent the exchange of confidential information between the National Commission of the stock market and other competent authorities in the bosom of the colleges of supervisors.


6. the establishment and functioning of colleges of supervisors shall not affect the rights and duties of the National Commission of the stock market picked up on this law and its respective regulatory developments.

Article 267. Joint decision-making.

Within the framework of the cooperation to that referred to in article 244, the National Commission of the stock market, as a supervisor in a group-consolidated basis, or competent authority responsible for the supervision of subsidiaries of an enterprise's investment services matrix of the European Union or a financial company portfolio or a financial mixed holding company parent of the European Union in Spain will do what is in its power by (reach a decision joint on: to) the application of article 190.2 and article 259.1 to determine the adequacy of the consolidated level of own resources that possess the group in relation to its financial situation and risk profile and the level of resources necessary for the implementation of the 259.2 article to each of the entities of the Group of companies of investment services and on a consolidated basis.

(b) the measures to solve any significant issues and important findings related to the supervision of the liquidity.

The joint decision shall be taken in accordance with the procedure which is foreseen by law.

Article 268. Obligations of disclosure of the National Commission of the stock market.

1 the National Commission of the market of stock periodically disclose the following information concerning the rules on solvency of investment services companies: to) statistical data aggregated on the key aspects of the implementation of the prudential framework in Spain, including the number and the nature of the monitoring measures taken in accordance with the 190 items 196, 260 and 261 and imposed administrative sanctions; all of this under the regime of professional secrecy laid down in article 248.

(b) the general criteria and methods adopted to check compliance with the provisions of articles to 409 405 of Regulation (EU) No. 575/2013, of 26 June 2013.

(c) a brief description of the outcome of the supervisory review and description of the measures imposed in cases of non-compliance with the provisions in articles 405-409 of Regulation (EU) No. 575/2013, of 26 June 2013, on an annual basis, and without prejudice to the obligations of secrecy set out in article 248.

(d) the results of the tests of resistance made of conformity with the article 257 or the article 32 of the Regulation (EU) No. 1093 / 2010, of 24 of November of 2010.

When determined by the European banking authority, the information referred to in this paragraph will be transmitted to this authority for the subsequent publication of the result at the level of the European Union.

(e) other information to be determined by regulation.

2. the information published in accordance with paragraph 1 must be sufficient to allow a meaningful comparison of the approaches adopted by the National Commission of the stock market with the counterpart authorities of the various Member States of the European Union. The information will be published on the format to determine the European banking authority and will be updated regularly. It will be accessible in the electronic office of the National Commission of the stock market.

Article 269. Obligations of information of the National Commission of the stock market in emergency situations.

The National Commission of the stock market will notice, as soon as possible, the Minister of economy and competitiveness, the remaining authorities supervisory, domestic or foreign, affected, the European banking authority and the European systemic risk Board, of the emergence of an emergency situation, including a situation as defined in article 18 of Regulation (EU) No. 1093 / 2010 November 24, 2010, and, in particular, in those cases in which there is an evolution adverse financial markets, which may affect the liquidity in the market and the stability of the financial system of any Member State of the European Union which have been authorized service companies of a group subject to supervision on a consolidated basis of the National Commission of the stock market or which are established branches significant of a service company of Spanish investment, as referred to in article 264.

Article 270. Development of guidelines in the field supervisor.

1. the national stock market Commission elaborate technical guides aimed at entities and individuals subject to its supervision, indicating the criteria, practices or procedures that are considered appropriate for compliance with the rules of the securities markets. These guides, which should be made public, may include the criteria that the own national Commission of the stock market will follow in the exercise of its oversight activities.

2. to this end, the National Commission of the stock market may endorse, and transmit as such, as well as develop guidelines that addressed the subjects subject to its supervision, approval bodies or active international committees, criteria, practices or procedures suitable to promote better compliance with the standards of management and discipline of the stock markets and the supervision of their compliance.

Chapter IV General provisions relating to offences and penalties article 271. General issues.

1. natural persons and entities to which the precepts of this law, as well as those who have in fact or law may apply charges of management or direction of the latter, which infringe rules of management or discipline of the securities market will incur administrative responsibility punishable pursuant to the provisions of this chapter.

Also sanctioned administrative liability pursuant to the provisions of this chapter shall incur credit rating agencies, established in Spain and registered under Title III, chapter I of Regulation (EC) No. 1060 / 2009, of September 16, 2009, people who participate in the rating activities, qualified entities or linked third parties, third parties to which the rating agencies have outsourced some of their functions or activities , and persons related or connected in any way with agencies or credit rating activities.

2 they hold positions of management or direction in the entities that referred to above, for the purposes of the provisions of this chapter and following, its administrators or members of its colleges of administration, as well as its directors general and assimilated, understanding as such those who in fact or in law, to develop senior management functions in the entity.

3. who exercise in the State positions of management or direction will be responsible for serious or very serious infringements when these are attributable to fraudulent or negligent conduct.

Still the provisions of the preceding paragraph, shall be considered responsible for serious or very serious offences committed by the authorities, who have in them charges of administration or management, except in the following cases: to) when who are part of colleges of Administration had not attended due to justified the corresponding meetings or have voted against or saved his vote in relation to the decisions or agreements which had given rise to violations.

(b) when are such violations exclusively attributable to executive committees, CEOs, general managers or similar bodies, or other people with similar functions in the entity.

4 are considered standards of management and discipline of the securities laws and general provisions that contain precepts specifically referred to entities covered by article 233.1. a) and b) or to the activity related to the stock market of the persons or entities referred to in article 233.1. b) and c) and are compulsory enforcement for them. Among those provisions shall be included those adopted by organs of the State, the autonomous communities that have conferred powers on the matter, the regulations of the European Union and other provisions adopted by the institutions of the European Union resulting from the direct application, as well as the circulars approved by the National Commission of the stock market provided for in article 21.

En_particular, management and discipline of the stock market rules shall be considered: to) the Regulation (EU) No. 648/2012 on July 4, 2012.

(b) Regulation (EU) No. 575/2013, of 26 June 2013.

(c) the Regulation (EU) No. 909/2014, July 23, 2014.

Article 272. Ph.d.

1. the exercise of the powers to impose penalties referred to in this law shall be independent of any concurrence of offences or criminal misconduct.


2. Notwithstanding the provisions of the preceding paragraph, when it is considering criminal proceedings for the same facts or others whose separation of the offence under this Act is rationally impossible, the procedure shall be suspended for them until justifiably strong judicial authority ruling. Resumed the case, where appropriate, resolution issued shall comply with the appreciation of the facts that contains this statement.

Article 273. Rules for the initiation, instruction and punishment.

1 the competition for the initiation, instruction and punishment in the proceedings referred to in this chapter shall be subject to the following rules: a) the initiation and instruction files will correspond to the National Commission of the stock market. The initiation of records, where it affects investment services firms authorised in another Member State of the European Union, will be communicated to their supervisory authorities, so that, without prejudice to the measures precautionary and sanctions that they proceed in accordance with this Act, adopt that deem appropriate so cease the offending action or to avoid their repetition in the future.

(b) the imposition of penalties for minor, serious and very serious offences corresponds to the National Commission of the stock market. The National Commission of the stock market will reasoned notice to the Minister of economy and competitiveness of the imposition of penalties for very serious offences and, in any case, forward you with quarterly General information about processing procedures and the resolutions adopted.

Where the infringing entity is a Spanish credit institution or a branch of a credit institution of a State which is not a member of the European Union, it will be mandatory for the imposition of the corresponding penalty for serious or very serious offences, the report of the Bank of Spain.

2. the deadline for resolving and notify the resolution shall be one year, extendable as provided for in articles 23 and 32 of the law 39/2015, on 1 October.

3. when the sanctioning jurisdiction corresponds to the autonomous communities, the competent organs for the initiation, instruction and punishment shall be determined in the organic rules that distribute powers in the internal area of the respective autonomous community.

Article 274. Legislation applicable to the disciplinary procedure.

1. in the field of disciplinary procedure, it will be of application the law 39/2015, October 1 and the law 40/2015, October 1 and its regulatory development, with the specialties listed in articles 108, 110 and 112 of the law 10/2014, of 26 June as well as in this Act and its regulatory development.

2 also, in the exercise of powers to impose penalties attributed to the National Commission of the stock market, will be applicable to entities covered by article 233.1. to) the provisions of article 106 of the law 10/2014, 26 June.

Article 275. Enforceability, registration and advertising of the sanctions.

1. the resolutions that impose sanctions in accordance with the provisions of this law will be Executive when they put an end to the administrative procedure. Therein shall be taken, where appropriate, provisions precautionary precise to ensure effectiveness in both non-executive.

2. the imposition of sanctions shall be recorded in the corresponding administrative registration carried out by the National Commission of the market of stock, which will be accessible through its website. When they are published few sanctions, it will be included, in this website, information about the State in which is located the resource and the result of the same. In addition, the sanctions of suspension, separation and separation with disqualification, once are Executive, shall be entered in addition where applicable, in the mercantile registry.

3. in it publication of them sanctions, both in the website of the Commission national of the market of values as in the «newsletter official of the State», is will include information on the type and the nature of the infringement and it identity of it person physical or legal on which justifiably it sanction.

4 in relation to the provisions of the preceding paragraph, the National Commission of the market of securities, may agree, when in his view if any of the assumptions contained in paragraph 5: to) that the sanctions imposed by application of rates contained in the articles 278.2 and 6 investment service companies; virus infection 279.5; 282.1, 2 and 4; 283.1, 2, 3, 4, 7, 8 and 11; 284.3; 285.3 and 4; 286; 287; 289.3 and 6; 295.1; 296.2, 4, 5, 7, 8, 9, 10 and 11; 298.1 and 2; 299.1 and 300.3 as well as those imposed by virtue of the law 11/2015, of June 18, published by keeping confidential the identity of the sanctioned individuals.

(b) that the sanctions imposed by the application of the rates contained in articles 3 and 282.2; 292.3 and 300.1relativos to breaches of the obligations contained in articles 118 to 123; 125 and 126, published by keeping confidential the identity of the sanctioned individuals, or its publication is delayed.

(c) in relation to the sanctions imposed by the implementation of the types contained in articles 288.1 and 3; and 298.3 and 4: 1 delay the publication of the sanction imposed so far in which cease the reasons justifying the delay of the publication.

2. publish anonymously the imposed sanction if this anonymous publication ensures effective protection of data of a personal nature in question. In this case, the publication of relevant data may defer for a reasonable period of time if it is expected that in the course of that period they will cease to exist the reasons which justify a publication with anonymity protection.

((3rd do not publish in any way the penalty imposed if the options referred to in letters a) and b) above are considered insufficient to guarantee that it is not put in danger the stability of financial markets, as well as the proportionality of the publication of such sanctions against measures which are considered minor.

5 the National Commission of the market of stock may agree the measures referred to in paragraph 4 where if any of the following cases: to) when the penalty is imposed to a natural person and, in the case of the penalties referred to in paragraph 4.c), when the penalty is imposed to a legal person, and after a prior assessment , the publication of personal data deemed disproportionate.

(b) when the publication likely to jeopardize the stability of the financial markets or an official or criminal investigation underway.

(c) when could the publication cause damage disproportionate to entities or individuals involved, to the extent that damage can be determined. This course will not apply to the sanctions referred to in paragraph 4.c).

6. once the sanctions imposed on a legal person are Executive, they must be subject to communication to the immediate general meeting is held.

7. the National Commission of the stock market, may make public the initiation of the disciplinary proceedings, once notified to the interested parties, after resolve, if necessary, on the confidential aspects of its content and prior dissociation of the personal data referred to article 3.a) of the organic law 15/1999, of 13 December , of protection of data of a Personal nature, except in what refers to the name of the offenders. The publication will be decided after weighting, sufficiently reasoned, between the public interest, according to the beneficial effects which, together, build on the best transparency and functioning of the securities markets and the protection of investors, and the prejudice caused to the offenders.

8. the fines and periodic penalty payments adopted by the European Securities and markets authority under articles 65 and 66 of the Regulation (EU) No. 648/2012, of 4 July, will undergo an analysis of authenticity by the National Commission of the stock market and will be subsequently executed.

Article 276. Remission of penalties.

1. the Minister of economy and competitiveness, following a report of the National Commission of the stock market, can be remitted, wholly or partly, or defer the payment of the fines imposed on legal persons when they have passed to be controlled by other shareholders after committing the offence, are falling in a bankruptcy procedure, or others give exceptional circumstances that make the fulfillment of the sanction on their own terms violates the equality or detrimental to the interests generals.

2. the provisions of the preceding paragraph will not reach any sanctions imposed on those who occupied positions of management or direction in such legal persons when the offence was committed.

3. in any case there will be room for forgiveness or deferment if, in the event of transfer of shares of the entity sanctioned, has mediated price surpassed the bankruptcy situation could face punishment.

Chapter V offences very serious article 277. Responsible subjects.

Natural and legal persons referred to in article 271 are responsible for very serious subjects, when they engage in actions or omissions classified in this chapter.

Article 278. Infringement by breach of the reserve activity and the obligation to obtain required authorizations.

Very serious offences are the following acts or omissions:


1 exercise, not merely occasional or isolated, by the entities listed in article 233.1. to). 1st and 2nd or by the management companies of guarantee funds from investment activities without authorization or, in general, unrelated to its corporate purpose.

2 breach of the reserve of activity provided for in articles 144, 145, 146 and 147, as well as the realization by investment services companies or by any physical or legal person from activities for which they are not authorized, and failure to comply by a firm of investment services or by their agents, the rules that are established on the basis of articles 146 and 147.

3 non-observance by the entities listed in article 233.1. to). 1st and 2nd of the obligations related, in each case, with the authorisation, approval or no opposition to its statutes, regulations, or with any other matter subject to the previous regime, provided for in this law, its standards development or the law of the European Union.

4. the establishment of an official secondary market, multilateral system of negotiation or system registry, clearing and settlement of securities or entities of central counterparty without having obtained any of the authorizations required under this law.

5. the non-observance by the entities referred to in the sixth additional provision of the authorisation regime provided for in that provision.

6. obtaining of the authorization as a company of services of investment by means of false declarations or other medium irregular.

Article 279. Infringement by breach of the obligations required for the correct operation of the primary stock market and trading in financial instruments in the secondary securities markets.

They are very serious breaches the following actions or omissions: 1. placement of emissions to which refers article 35 without fulfilling the requirement of entity authorized intervention in this precept, without sticking to basic conditions publicized, omitting relevant data or including inaccuracies, falsehoods or data to deception in the aforementioned advertising activity-inducing.

2. the realization of public sale or subscription offerings or admission to trading without complying with the requirements of the articles 33.2, 36.1, 35, 76 or 77, the placement of the issue without sticking to the basic conditions set out in the prospectus, should be drawn up this document, or the omission of relevant data or the inclusion of inaccuracies falsehoods or data that misleading deceit in this document, when, in all these cases, the amount of the offer or admission, or the number of affected investors, are significant.

3. the admission of financial instruments to trading on the official secondary markets its guiding companies without prior verification, as referred to in article 76, as well as its suspension or exclusion of negotiation by agreement of guiding companies with non-compliance as provided in articles 80, 81 and 82.

4 non-compliance, not merely occasional or isolated, by the entities listed in article 233.1. to). 1st and 2nd of the regulations of these markets or systems, including its corresponding regulations, or the rules governing its own activities.

5. the expedition by members of official secondary markets or multilateral trading systems of the supporting documents of the operations referred to in article 75.1. c, or non-delivery to your customers, unless they have a character merely occasional and isolated, as well as the circumstance does not reflect its real terms in those.

6. not merely occasional breach of the obligations laid down in article 71.3.

Article 280. Offences relating to the takeover bid.

They are very serious breaches the following actions or omissions: 1. failure to comply with the obligations set out in articles 128 to 133 and 137 and the regulations issued under cover of the provisions of these articles. En_particular: a) the breach of the obligation to submit a public offer for acquisition of securities; your presentation out of the established deadline or with essential irregularities that prevented the National Commission of the stock market to have around presented or authorize it; or the realization of the tender without proper authorization.

(b) the lack of publication or referral to the National Commission of the stock market of the information and documents that shall be published or sent to that, as a result of actions that require the presentation of a public takeover offer values, in the course of the same or, once, when affected documentation or information is relevant , or the amount of the offer or the number of affected investors is significant.

(c) the publication or provision of information or documentation relating to a takeover bid with omission of data or including inaccuracies, falsehoods or data that incite deceit, where affected documentation or information is relevant, or the amount of the offer or the number of affected investors is significant.

2. the breach by the organs of the obligations set out in article 134 and its regulatory development and administration.

3. the breach of the obligations set out in articles 82 and 135 and its regulatory development.

Article 281. Offences relating to clearing and settlement and securities registry systems.

They are very serious breaches the following actions or omissions: 1. failure to honor members of the entities of central counterparty, of their obligations in the field of provision of guarantees when breach endangers the institutions of central counterparty risk management, unless said failure is due to the situation of insolvency or contest them.

2. the breach, by the members of official secondary markets and members of multilateral systems of negotiation, the obligations referred to in article 93.1 and article 328.4 respectively or its inadequate coordination with entities of central counterparty and its members, when such behaviors are not merely occasional or isolated in nature.

3. the failure of central depositories of values of the obligations set forth in article 115, where such conduct does not have a merely casual or isolated character.

4. the non-compliance by central securities depositories and the entities participating in the registration systems, the rules on registration of values of the title I, chapter II and of title IV, chapter I, when occurs a patrimonial damage to a plurality of investors.

5. the failure of official secondary markets, multilateral trading systems, institutions of central counterparty and central depositories of values as well as their respective members and participating entities, the obligations set forth in article 116.1, when he is not a merely casual or isolated violation or seriously affect the operation of the information system refers to that article.

6. the infringement of the prohibition established in the article 15.4 from them members of them markets side official, of them systems multilateral of negotiation and of them entities responsible of them records accounting, as well as the keeping, from these latest, of them records accounting corresponding to values represented by annotations in has with delay, inaccuracy u another irregularity substantial.

7. the breach from them entities participating in them systems managed by depositories Central of values or in others systems of compensation and liquidation of them markets secondary official or of them systems multilateral of negotiation of the rules that regulate their relations with them corresponding records accounting of character central.

Article 282. Infringements by breach of the obligations of transparency and integrity of the market.

Are offences very serious them following actions or omissions: 1. the breach of the obligation of consolidation collected in the article 258.

2. failure of the entities which refer articles 118 to 122, 241 and 258 of the obligation to submit their annual accounts and reports of individual and consolidated management to review defined in article 118 by the auditor of accounts; failure to comply with the obligations of the regulated information provided for in articles 118 to 122, where there is an interest of concealment or gross negligence, according to the relevance of the unrealized communication and the delay that is incurred, as well as the supply to the National Commission of the stock market of regulated with misreporting or non-truthful financial information , or misleading information or that omit aspects or relevant data.

3. the failure to comply with the reporting obligations referred to in articles 123, 125, 126 and 230.4 when there is an interest of concealment or gross negligence, according to the relevance of the unrealized communication and the delay that is incurred.


4. not to publish the required information in breach of this article 431.1 3 or article 451.1 of Regulation (EU) No. 575/2013, 26 June, as well as the publication of such incomplete or inaccurate information.

5. the breach of the provisions in article 231, when it produces a significant alteration of the levy.

6. the breach of the obligations set forth in article 227.1, where the volume of resources or values of the financial instruments used in the Commission of the offence is relevant or the offender has had knowledge of the information by as a member of the organs of management, direction or control of the issuer, for the exercise of their profession work or functions or figure, or it should have appeared in the records referred to in articles 229 and 230.

7. the non-compliance by issuers of securities, of the obligation established in article 228, when it is put at grave risk the transparency and integrity of the market, non-compliance with the requirements of the National Commission of the stock market formulated pursuant to article 237, as well as supply to the National Commission of the stock market's not accurate or inaccurate data , or the provision of misleading information or to ignore aspects or relevant data.

8. breach of obligations to take preventive measures laid down in articles 227.3, 229 and 230, when non-compliance has occurred on the occasion of a specific constituent operation inside information in accordance with article 226 of the same.

Article 283. Offences for non-compliance with measures of internal organisation and appropriate prudential requirements.

Are very serious breaches the following actions or omissions: 1. lacking enterprises investment services, its consolidated groups or financial conglomerates that those integrates accounting and legally required records, take them with vices or essential irregularities that prevent knowing the asset and financial situation of the entity, the consolidatable group or financial conglomerate that belong , or the nature of the operations in which mediate or intervene.

2. to present the companies of investment services, consolidated groups of companies of investment services and financial conglomerates that these integrates, shortcomings in the administrative and accounting procedures; in internal control mechanisms, including those relating to risk management; or in its organizational structure, when these deficiencies would endanger solvency or viability of the institution or of the financial conglomerate or consolidatable group to which it belongs.

3. the lack of procedures, policies, or measures referred to in article 193; the breach, not merely occasional or isolated, the obligations of corporate governance and organization requirements laid down in article 185 or of the obligations derived from article 188 remunerations; (and the non-realization of general plan of viability laid down in article 193.2. f).

4. it not Constitution of the Committee of appointments planned in the article 186 or of the Committee of remuneration in those terms provided in the article 188.

5. the non-compliance by service companies of investment, by other financial institutions, public notaries, obligations, limitations or prohibitions arising from the provisions of articles 83 and 84, or provisions or rules issued in accordance with articles 75 and 85 to 88, without prejudice to the provisions of the articles 286 at 287.

6 non-observance by the entities listed in article 233.1. to). 1st and 2nd of the demands of capital or structure level of own resources which are les application, as provided for in this law, its development or the law of the European Union rules, the breach of obligations which must grant access to the same as provided for in this law, its standards development or the law of the European Union, as well as non-compliance with the exceptions or limitations on their prices, rates or commissions to implement impose the National Commission of the stock market.

7. the payment or distribution to holders of instruments counted as resources in the services of investment when this company would breach article 196.6 or articles 28, 51 or 63 of Regulation (EU) No. 575/2013, of 26 June 2013.

8. the reduction of the equity of service companies of investment or financial consolidatable or conglomerate group to which they belong, to a lower level to 80 per cent of the minimum established by law depending on the risks involved, or below the same percentage of the requirements of resources required, where appropriate, by the National Commission of the stock market to a company or group remaining in this position for at least six consecutive months.

9 take an exposure exceeding the limits established in Article 395 of the Regulation (EU) No. 575/2013, of 26 June 2013.

10 take on exposure to credit risk in a position of securitisation that does not satisfy the conditions laid down in article 405 of Regulation (EU) No. 575/2013, of 26 June 2013.

11. the lack of referral by the companies of investment services to the National Commission of the stock market of all information or documents must be send in accordance with this Act and its rules of development, with the Regulation (EU) No. 575/2013, on June 26, 2013, or requiring the National Commission of the stock market in the exercise of its functions , or your referral with inaccurate, not truthful or deceptive, when with this data is difficult the assessment of the solvency of the entity or of financial conglomerate or consolidatable group which integrates.

For the purposes of this section, means, also, as lack of referral, referral outside the period provided for in the corresponding rule or the term granted when, in his case, the appropriate requirement.

Understood en_particular, included in this paragraph, the lack of referral or incomplete or inaccurate remission of: to) the data referred to in article 101 of Regulation (EU) No. 575/2013, of 26 June 2013.

(b) the information on major exhibitions, in breach of this paragraph 1 of the Article 394 of the Regulation (EU) No. 575/2013, 26 June.

(c) information on compliance with the obligation to maintain own resources established in article 92 of the Regulation (EU) No. 575/2013, on June 26, 2013, in breach of this article 99.1 of the regulation.

(d) information on liquidity requirements, as well as non-compliance with paragraphs 1 and 2 of article 415 of Regulation (EU) No. 575/2013, of 26 June 2013.

(e) information on the leverage ratio, in breach of this paragraph 1 of the article 430 of Regulation (EU) No. 575/2013, of 26 June 2013.

Article 284. Infringements in breach of the obligation of information and protection to the investor.

Are very serious breaches the following actions or omissions: 1. lack of measures or policies for managing conflicts of interest or their inapplicability, not occasional or isolated, by those who provide investment services or, where appropriate, by the groups and financial conglomerates which integrates the investment services companies, as well as non-compliance with the obligations laid down in the articles 208 209-217 and the lack of registration of contracts regulated by article 218.

2. the lack of policies of management and execution of client orders as well as its application, or its application without having obtained the consent of clients, when in these cases is not occasional or isolated form.

3. the absence of a Department or customer service.

Article 285. Infringement by breach of the measures taken by the National Commission of the stock market in the exercise of authority, Inspector supervisor and control and repetition of grave breaches.

Are very serious breaches the following actions or omissions: 1. lack of referral to the National Commission of the stock market by the entities listed in article 233.1. to). 1st and 2nd in the term established in the rules or by this one, of many documents, data or information must refer him pursuant to law , in its standards development or the law of the European Union, or requiring the National Commission of the stock market in the exercise of their functions, when the relevance of information or delay in which incurred is has made it difficult to seriously appreciation about their situation or activity, as well as the referral information incomplete or inaccurate data or not truthful When these so-called incorrectness is relevant.

2 no remission, repeatedly, to the National Commission of the stock market of the communications referred to in article 89.

3. the breach of restrictions or limitations imposed by the National Commission of the stock market with respect to the business, operations or network of a particular investment or consolidatable group company.


4. the non-adoption by a company of services of investment or consolidatable group, within the term and conditions laid down for that purpose by the National Commission of the market of stock, of the required measures for this reinforcement or modification of its internal control procedures, accounting or valuation, mechanisms or strategies for the holding of an organizational structure or adequate resources When this is put at risk its solvency or viability.

5. refusal or resistance to the action supervisor or Inspector of the National Commission of the stock market by physical and legal persons them referred to in article 233, provided that mediate requirement expressly and in writing on the matter.

6. the delegation by the entities that provide functions in third-party investment services when it decreases the capacity of internal control and supervision of the National Commission of the stock market.

7 breach of measures precautionary applied apart from the exercise of powers to impose penalties agreed upon by the National Commission of the market's values and, in particular, those provided for in the letters e), g), i), j) and k) of the article 234.2.

8. the non-compliance of specific policies that have been demanded by the National Commission of the stock market to a services company investment or consolidatable group in terms of supplies, distribution of dividends, active treatment or reducing the risk inherent in their activities, products or systems, where such breach consists in not having adopted policies referenced in the term and conditions set for that purpose by the National Commission of the stock market with particular character, and failure to endanger its solvency or viability of the services of investment or the Group company.

9. the Commission of serious offences provided for in chapter VI when during the five years prior to his Commission had been imposed on the offending sanction by the same type of infringement.

Article 286. Offences for breaches of the Regulation (EU) No. 236/2012, on March 14.

Without prejudice to the offences provided for in this chapter are very serious offences the following actions or omissions the following breaches of the Regulation (EU) No. 236/2012, of 14 March 2012: 1. Failure to comply with the obligations contained in articles 5 to 8 of regulation without respecting specified in article 9 of the same, in the case that the delay in the communication is significant or has there been a requirement by the National Commission of the stock market, and the breach of the duty of preservation of information contained in this article 9.

2. the breach of the duty of communication referred to in article 17.9 and 10 of the rules of procedure, where the delay in communication or the number and volume of operations are significant; as well as the breach of the duty of communication contained in the article 17.11, when a delay has occurred in the communication or has been requested by the National Commission of the stock market.

3 the realization of short sales when they do not meet the conditions described in article 12 of the regulation, and if at least one of the following circumstances: to) the realization of the short sale is not merely occasional or isolated.

(b) the realization have a major impact on stock prices.

(c) the operation have relative importance with respect to the volume negotiated in the value in the session on the multilateral market orders.

(d) there is high volatility in the market or the value in particular.

(e) the operation increases the potential risk of failure or delay in the liquidation.

4. the realization of operations with CDs sovereign default when not permitted by article 14 of the same regulation, in a significant volume.

5. the breach of the obligations contained in articles 13, 15, 18 and 19 of the regulation.

6. the conduct of operations that have been banned or limited by the National Commission of the stock market, pursuant to articles 20, 21 and 23 of the regulation.

Article 287. Offences for breaches of the Regulation (EU) No. 648/2012, of 4 July.

Without prejudice to the offences provided for in this chapter are very serious offences the following actions or omissions the following breaches of the Regulation (EU) No. 648/2012, July 4, 2012: to) non-compliance, when it put this at risk the solvency or viability of the offending person or his group, of the obligations contained in articles 11(1)(ii) 11.2, 11.3 and 11.4 and in titles IV and V of the regulation.

(b) the breach of the obligations contained in the articles 4 and 10 of the regulation, with character not merely occasional or isolated or with irregularities substantial.

(c) breach of any of the obligations contained in article 9 of the regulation by the financial counterpart referred to in article 2(8) of regulation and institutions of central counterparty, not merely occasional or isolated nature or substantial irregularities.

Article 288. Offences for breaches of the Regulation (EU) No. 909 / 2014, of 23 of July of 2014.

Without prejudice to the offences provided for in this chapter are very serious offences the following actions or omissions the following breaches of the Regulation (EU) No. 909/2014, of 23 July 2014: 1. Por_parte_de central depositories of values, as well as those who hold positions of management or direction in these entities: a) the provision of the services set forth in sections A, B, and C of the annex to the regulation, in breach of the provisions of articles 16, 25 and 54 unless it has a character merely occasional or isolated.

(b) the obtaining of the authorization that laid down in articles 16 and 54 through false statements or any other illicit means.

(c) failure to comply with the capital requirements contained in article 47.1, when it put at risk the solvency or viability of the offending entity or its group.

(d) the breach, not merely occasional or isolated character, or substantial irregularities, organization's requirements contained in articles 26 to 30.

(e) the breach, not merely occasional or isolated character, or substantial irregularities, the standards of conduct contained in articles 32 to 35.

(f) failure to comply with requirements that must comply with the services provided, contained in articles 37 to 41, when it put at grave risk the integrity of the system of clearance or registration, or are severely prejudiced the interests of the participants or holders put at grave risk the values of participants or their customers.

(g) the non-compliance with prudential requirements contained in articles 43 to 47, when it put at risk the solvency or viability of the offending entity or its group.

(h) the failure to comply with requirements that must meet the links between central securities depositories contained in article 48, when it put at risk the integrity and functioning of the system of registration or liquidation.

(i) the breach of the duty to grant access after being requested by the National Commission of the stock market in accordance with articles 49 to 53.

2. on the part of governing societies of official secondary markets, of the governing bodies of multilateral trading systems, of the entities of central counterparty of the central depositories of values and institutions that provide investment services, the breach of their obligations in matters of discipline in the liquidation them referred to in articles 6 and 7.

3 by designated credit institutions, as well as those who hold positions of management or direction in such institutions: to) failure to comply with the prudential requirements for credit risk contained in article 59.3, when it put at risk the solvency or viability of the offending entity or its group.

(b) failure to comply with the prudential requirements for liquidity risk contained in the article 59.4, when it put at risk the solvency or viability of the offending entity or its group.

Article 289. Offences relating to credit rating agencies and significant contributions.

They are very serious breaches the following actions or omissions: 1. failure to comply with the obligations contained in article 5 bis of the Regulation (EC) No. 1060 / 2009, of September 16, 2009, with character not merely occasional or isolated.

2. the lack of referral by the credit rating agencies to the National Commission of the stock market, of any data or documents should bring you in accordance with this law and the Regulation (EC) No. 1060 / 2009, of September 16, 2009, or it requires them in the exercise of the functions that are assigned in Customs delegation or cooperation with other competent authorities as well as the submission of information to the National Commission of the stock market with inaccurate data when this is makes it difficult for the appreciation of the organization or operation of the entity or the way of exercise of their activities.


3. the acquisition of a significant stake of control in breach of the provisions of articles 48, 97 to 102, 103 to 110 and 174 to 180, as well as which a significant stake holder incurs in the course in fact referred to in the article 180.1.

4. the realization of acts of fraud or the use of natural or legal persons raised in order to achieve a result whose direct collection would imply, at least, the Commission of a serious offense, as well as intervention or perform operations on values involving the transfers of ownership of the same simulation.

5. the realization of corporate operations without complying with the requirements laid down in article 159.

Chapter VI violations serious and mild.

Article 290. Responsible subjects.

Natural and legal persons referred to in article 271 are responsible for grave breaches subject, when they engage in actions or omissions classified in this chapter.

Article 291. Infringement by breach of the reserve activity and the obligation to obtain required authorizations.

They are serious breaches the following actions or omissions: 1. the appointment, by the entities listed in article 233.1. to) 1st, 2nd and 6th, administrators or Directors General and assimilated, without prior approval of the National Commission of the stock market or, as appropriate, in the Autonomous Community competences in the field regional markets.

2. the lack of communication, storage or publication as significant within the meaning of article 531.3 of the revised text of the companies act of Capital, approved by Royal Legislative Decree 2/2010 of 2 July. This violation will be imposed jointly and severally liable to any of the participants in the shareholders Pact.

3. improper use of designations referred to in article 144.2.

4. the realization, with occasional or isolated character, by the persons who provide investment services, activities for which they are not authorized.

5 the effective management or direction of the entities referred to in numbers 1 °, 2 °, 3 ° and 5 ° of article 233.1. to) by people who do not exercise a charge of this nature right in them.

6. the realization by companies of services, investment, or other authorized entities, operations in an official secondary market or multilateral system of securities trading or other financial instruments, which have not obtained the authorizations required under this law.

Article 292. Infringement by breach of the obligations required for the correct operation of the primary stock market and trading in financial instruments in the secondary securities markets.

They are serious breaches the following actions or omissions: 1. failure to comply by guiding companies of official secondary markets of the requirements formulated by the National Commission of the stock market pursuant to articles 80 and 81.

2. the unjustified refusal or unjustified and repeated, delays in the transmission and execution of orders of subscription, purchase or sale of securities, in an official secondary market or multilateral trading system, which persons legally enabled to carry out such activities should be.

3. the lack of communication of information to the governing bodies of the official secondary markets or multilateral systems of negotiation, in cases where such communication is mandatory pursuant to this law, as well as non-compliance with the obligations of broadcasting and available public information contained in articles 118 to 123, when they do not constitute very serious according to the previous chapter.

4. the realization of advertising with infringement of article 240 or its implementing rules.

5. the realization of public sale or subscription offerings or admission to trading without complying with the requirements of the articles 33.2, 34, 36.1 or 76, the placement of the issue without sticking to the basic conditions set out in the prospectus, should be drawn up this document, or the omission of relevant data or the inclusion of inaccuracies falsehoods or data that misleading deceit in this document, when, in all these cases, not deemed very serious infringement.

6. the placement of broadcasts that referred to in paragraphs 1 and 2 of article 35 without meet the requirement of intervention of entity authorized under this rule, adhere to the basic conditions of advertised or the omission of relevant data or inclusion of inaccuracies, falsehoods or data to deception in the aforementioned advertising activity-inducing When, in all these cases, the amount of the issuance or the number of affected investors are not significant.

7. the non-compliance by CAs with securities admitted to trading on secondary markets of values of their obligations with respect to the system of registration of these values.

8. the breach of the obligations laid down in article 71.3 when they do not constitute a very serious breach.

9. the lack of inclusion in the annual report of listed companies of the information required by article 262 the recast of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July or the existence of false or misleading information or omissions.

10. the overcoming by firms of investment services of the limits to large exposures, when these were not produced form struck but by actions or decisions taken by the institution itself.

11. the breach by them members of them systems multilateral of negotiation, them emitting of instruments financial admitted in these systems, advisors reported and any other entity participating in those of them standards planned in the title X, their provisions of development or in their regulations of operation, when said breach not had it consideration of violation very serious according to the chapter previous.

Article 293. Offences relating to the takeover bid.

Are serious breaches the following actions or omissions: 1. lack of publication or referral to the National Commission of the stock market of the information and documents that shall be published or sent to that, as a result of actions that require the presentation of a public takeover offer values, in the course of the same or after When it is not very serious infringement.

2. the publication or provision of information or documentation relating to a takeover bid with omission of data or including inaccuracies, falsehoods or data that lead to deception, when it wasn't very serious infringement article 294. Offences relating to clearing and settlement and securities registry systems.

They are serious breaches the following actions or omissions: 1. non-compliance by central securities depositories and the entities participating in the registration systems, the rules on registration of values of chapter II of title I and title VI chapter IV, when it does not constitute an infringement as very serious.

2 failure to honor members of the entities of central counterparty, of their obligations in the field of provision of guarantees when it is not a very serious infringement unless said failure is due to the situation of insolvency or contest them.

3. the breach by members of official secondary markets and members of multilateral systems of negotiation, the obligations referred to in articles 93 and 328.4 respectively or its inadequate coordination with entities of central counterparty and its members, when such behaviors are merely occasional or isolated in nature.

4. the failure of secondary markets official, of multilateral trading systems, of the entities of central counterparty and its respective members of participating entities of central securities depositories, of the obligations set forth in article 116.1, not in the case of a very serious violation.

5. the failure of the central securities depositories of the obligations set forth in the articles 114 a116 where it does not constitute a very serious breach.

Article 295. Infringement by breach of the obligations of transparency and integrity of the market.

They are serious breaches the following actions or omissions: 1. non-compliance by institutions included in the articles 241 and 258 of the regulations and accounting operations, formulation of accounts or on how they must be used books and records, as well as standards on consolidation, unless they constitute very serious infringement.

2. the perception by those who provide investment services of commissions in amounts exceeding the limits in your case or without having fulfilled the requirement of prior publication and communication of the rates on the assumption that it is obligatory.

3. the absence of the website referred to in article 539.2 of the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 of 2 July, or the lack of publication of the information mentioned in that article and the article 228.5 or its implementing rules.


4 failure to comply with provisions of article 231, when it is not very serious infringement.

5. the breach of the obligations laid down in articles 226 to 228, when it is not very serious infringement 6. The breach of the obligation of communication to the National Commission of the market of stock of suspicious transactions constitute abuse of market, established in article 232.

7. the adoption of the measures provided for in articles 227.3, 229 and 230 of insufficiently.

Article 296. Offences for non-compliance with measures of internal organisation and appropriate prudential requirements.

Are serious breaches the following actions or omissions: 1. lack of preparation or publication of the annual report of corporate governance or the annual report on remuneration of the directors referred to in, respectively, articles 540 and 541 of the recast of the Capital Companies Act, approved by Royal Legislative Decree 1/2010, of 2 July , and the seventh additional provision of this Act, or the existence in these reports of omissions or false or misleading information; failure to comply with the obligations laid down in articles 512 to 517, 525.2, 526, 528, 529, 530, 531, 532, 533, 534, 538, 539, 540 and 541 of the Act; lacking the CAs of securities admitted to trading on official secondary markets of a Commission of audit and a Nominating Committee and remuneration under the terms established in articles 529 quaterdecies and quindecies of the aforementioned law or breach of the rules of composition and attribution of functions of these commissions of audit of public interest entities referred to in article 529 quaterdecies.

2. to present the companies of investment services, consolidated groups of companies of investment services and financial conglomerates that these integrates, shortcomings in the administrative and accounting procedures; in internal control mechanisms, including those relating to risk management; or in its organizational structure, after expiry of the term granted to the effect to its correction by the competent authorities and provided that this does not constitute a very serious breach.

3. the non-compliance by those who are not services companies of investment, financial institutions, or public notaries, obligations, restrictions or prohibitions arising from the provisions of articles 83 and 84 or provisions or rules issued in accordance with the provisions of articles 75 and 85 to 88, without prejudice to the provisions of the articles 286 to 288.

4. the keeping by the entities referred to in article 241 of the books of accounts and records required with a delay of more than four months.

5. the failure to observe occasional or isolated by those who provide investment services of the obligations of selection and evaluation of the members of the Board of Directors, Directors General and similar, provided for in article 183; of them obligations of Government corporate planned in the article 185 and requirements of Organization planned in the article 193, as well as of them obligations in matter of remuneration provided for in the article 188 or the failure occasional or isolated by who provide services of investment of them obligations, rules and limitations planned in them articles 195, 208, 209 to 216 218, 220 and 221 to 224.

6. the malfunction of the Department or customer service.

(7 breach merely occasional or isolated from the obligation of keeping updated the general viability Plan referred to in article 193.2. f) 8. The non-observance by the companies of investment services of the rules handed down under the protection as provided in article 190.1. b).

9. the breach of the obligation to make public the information referred to in article 191 and article 192, as well as the publication of such information with omissions or false, misleading or not truthful information.

10 incur service companies of investment or financial conglomerate or consolidatable group they belong in insufficient coverage of the requirements of minimal own resources established by regulation or required, where appropriate, by the National Commission of the stock market to a company or group, remaining in such a situation for a period of at least six months , provided that this does not constitute serious infringement pursuant to the previous chapter.

11. failure to follow policies specific which particular, they have been required by the National Commission of the stock market to a services company investment or consolidatable group in terms of supplies, dividends, active treatment or reducing the risk inherent in their activities, products or systems, when such policies have not adopted within the period fixed for that purpose by the National Commission of the stock market and the breach is not establishing very serious infringement in accordance with the provisions of article 279.

Article 297. Infringement by breach of the measures taken by the National Commission of the stock market in the exercise of authority, Inspector supervisor and control and repetition of grave breaches.

They are serious breaches the following actions or omissions: 1. no remission to the National Commission of the stock market of communications provided for in article 89, when it is not very serious infringement or repeated notification of defective form operations.

2. the Committee on minor offences provided for in chapter VI when during the two years prior to their Commission the offender has been sanctioned by the same type of infringement.

Article 298. Offences for breaches of regulations of the European Union.

Without prejudice to the offences provided for in this chapter are serious breaches the following actions or omissions: 1. following breaches of Regulation (EU) No. 236/2012 March 14, 2012: to) non-compliance with the communication and publication obligations contained in article 9 of the regulation, and those contained in article 17 of the regulation, when they do not constitute offences very serious.

(b) the acts described in paragraphs 1 to 4 of article 286, when they do not constitute very serious breaches.

2 the following breaches of the Regulation (EU) No. 648/2012, July 4: to) non-compliance with the obligations referred to in article 287, when they do not constitute a very serious breach.

(b) the breach nature not merely occasional or isolated or substantial irregularities, of any of the obligations contained in article 9 of the regulation by the counterpart financial not referred to in article 2.9 of this regulation.

3 the breach, by central depositaries of securities, as well as those who hold positions of management or direction in such institutions, the obligations referred to in article 288.1. a) to h), except for the letter b), when do not constitute very serious infringement.

4 non-compliance, by designated credit institutions, as well as those who hold positions of management or direction in these entities from the requirements referred to in article 288.3. a) and b), when does not constitute very serious infringement.

Article 299. Offences relating to credit rating agencies and significant contributions.

They are serious breaches the following actions or omissions: 1. acquire a stake as described in article 175.1 without having informed the National Commission of the market of stock, non-compliance with the obligations set forth in the 181, as well as the increase or reduction of meaningful participation, in breach of provisions of the articles 48.1, 99, 103 to 110 and 179.1.

2. non-compliance under article 278.1 and in paragraphs 4, 6 and 7 of article 279, when they have occasional or isolated character.

Article 300 minor offences.

1 they constitute minor offences of the entities and persons referred to in article 271, those infringements of precepts of forced observance included in the rules of management and discipline of the stock market which are not serious or very serious violation pursuant to the articles 277 to 299.

2 in particular are minor offences: a) the lack of referral to the National Commission of the stock market, in the term established in the rules or by this one, of many documents, data or information must refer him pursuant to this Act or required in the performance of their duties and by virtue of Regulation (EC) No. 1060 / 2009 16 September, in the exercise of the functions that are assigned in Customs delegation or cooperation with other competent authorities, as well as missing to the duty of collaboration before performances of supervision of the National Commission of the stock market, including a citation to the taking of the statement, the non-appearance when these behaviors do not constitute serious or very serious offence as laid down in the articles 277 to 299.

(b) the singular breach in the context of a relationship of clientele of the rules of conduct laid down in chapter I of title VII.


(c) failure to comply with the obligation contained in article 8 d of Regulation (EC) No. 1060 / 2009, of September 16, 2009, to include, where applicable, the non-designation of at least one rating agency credit with a bottom 10 per cent of the total market share.

3 constitute minor offences in relation to the Regulation (EU) No. 648/2012, July 4, 2012, the absence of remission in time to the National Commission of the stock market of many documents, data or information must refer you in the exercise of the functions that are assigned in Customs delegation or cooperation with other competent authorities as well as missing to the duty of collaboration before performances of supervision of the National Commission of the stock market, including a citation to the taking of the statement, the non-appearance when these behaviors do not constitute serious or very serious offence as laid down in the preceding articles.

In addition, shall be regarded as minor offences failure to comply with the obligations arising out of Regulation (EU) No. 236/2012, 14 March 2012, and of Regulation (EU) No. 648/2012, July 4, 2012, which are not serious or very serious violation pursuant to the preceding paragraphs.

Chapter VII prescription of infringements article 301. Prescription of infringements.

1. serious and very serious infringements barred five years and the slight two years.

2. the period of limitation of offences will start counting from the day that the offence had been committed. Infringements arising from an ongoing activity, the starting date of the computation will be the completion of activity or the last act with which the infringement is consumed.

3. the prescription is interrupted by the initiation, with knowledge of the data subject, the sanctioning procedure, resuming the limitation period if the disciplinary record remained paralyzed for three months for reasons not imputable to those against whom it is directed.

Chapter VIII sanctions article 302. Penalties for very serious offences.

By the Commission of serious offences will be imposed on the offender one or more of the following penalties: 1. fine for an amount of up to the greater of the following amounts: - five times the gross profit obtained as a result of the acts or omissions in which consists the infringement, - 5 per cent of the equity of the offending entity, - 5 per cent of the total funds own or outside, used in the offence, or - 600,000 euros.

En_el_caso_de investment firms that fail to comply with the rules laid down in the Regulation (EU) No. 575/2013, 26 June, or unless they committed very serious offences referred to in that article 275.4. to), the fine imposed shall be for an amount of up to the greater of the following amounts:-five times the gross profit obtained as a result of acts or omissions that consist of the infringement;

-10 per cent of the volume of total annual net businesses including gross income from interests to perceive and related income, the income from shares and other fixed or variable income securities, and commissions or fees receivable, in accordance with article 316 of Regulation (EU) No. 575/2013, 26 June, that has made the company the previous year -the own resources of the offending entity, - 5 per cent of the total, own or others, funds used in the infringement, or - EUR 10,000,000.

If the company referred to in this section is a subsidiary, relevant revenues are gross revenues of the consolidated accounts of the parent undertaking of which depend on the previous year.

En_el_caso_de central depositories of values and designated credit institutions referred to in article 54.2. b) of Regulation (EU) No. 909/2014, July 23, 2014, who have committed very serious offences referred to 288.1 and 3 article, the fine imposed will be, as a minimum twice the amount of the gross profit obtained as a result of acts or omissions that consist the breach, where it can be determined, and a maximum of up to the greater of the following amounts: - five times the gross profit obtained as a result of the acts or omissions in which consists the infringement, - 10% of the annual total turnover of the offending entity According to the latest available accounts approved by the governing body, - the five per cent of the total, own or others, funds used in the infringement, or - EUR 20,000,000.

If the infringing entity is a parent or subsidiary of the parent company need to prepare consolidated financial statements, the annual total turnover applicable will be the figure in the last consolidated financial statements available.

En_el_caso_de non-compliance of the obligations contained in articles 118 to 126, which constitute a very serious breach the fine to be imposed will be: i) in the case of legal persons, will be for an amount of up to the greater of the following amounts:-10,000,000 euros or five percent of its annual turnover total, according to the latest adopted annual accounts available. If the legal person is a parent undertaking or a subsidiary of a parent undertaking, that financial preparation of consolidated accounts in accordance with commercial legislation, the total volume of business that must be taken into account will be the volume of total annual business or the type of income, in accordance with the applicable accounting regulations, according to the annual consolidated the most current available approved of the last parent company.

-The double of the amount of the benefits obtained or of them losses avoided thanks to the breach, where can determine is.

(ii) in the case of natural persons, will be for an amount of up to the greater of the following amounts: 2,000,000 euros, or twice the amount of the profits or losses avoided due to non-compliance, should be determined.

2. suspension or limitation of the type or volume of operations or activities that the offender can be in stock markets during a period not exceeding five years.

3. suspension of membership of the official secondary market or multilateral system of bargaining for a period not exceeding five years.

4. exclusion of trading in a financial instrument in a secondary market or in a multilateral trading system.

5. revocation of the authorization in the case of companies of investment services, entities managers of the market of public debt or other entities registered in the records of the National Commission of the stock market. If it's investment services firms authorised in another Member State of the European Union, this sanction of revocation shall be replaced by the prohibition to launch new operations in the Spanish territory.

6 suspension in the exercise of the office of administration or direction that the offender in a financial institution for a period not exceeding five years.

7. separation of the office of administration or direction that the offender in a financial institution, with disqualification for positions of management or direction in the same entity for a period not exceeding five years.

8 separation of the office of administration or address the offender deal in any financial institution, with disqualification for positions of management or direction in any other entity provided for in article 233.1. to) and 233.c).2 Rd, 4 th and 5 th for term not exceeding ten years.

As regards the infringement referred to in article 282.8, it shall be imposed in any case the collected penalties in paragraph 1 of this article, without that the fine can be less than 30,000 euros and also one of the penalties provided for in paragraphs 2, 3 or 5 of this article, as appropriate for the condition of the offender.

Also, in the case of non-compliance with the planned activity in the article 278.2 reserve, will be imposed to the offender the sanction contained in paragraph 1 of this article, meaning in this case gross profit, income earned by the offender in the development of quiet activity, while the fine can be less than 600,000 euros.

In the event that an investment services company acquires a participation despite the opposition of the National Commission of the stock market, regardless of any other sanctions to be adopted, will be available well the suspension of the exercise of the corresponding rights of vote, well the nullity of votes cast or the possibility of their annulment.

In the case of offences committed by persons referred to in article 233.1. b), sanctions will be imposed in accordance with article 275, without prejudice to the ability of other competent authorities of the European Union to impose sanctions in accordance with the provisions in Regulation (EC) No. 1060 / 2009, of September 16.

Article 303. Penalties for serious offences.

By the Commission of serious offences will be imposed on the offender one or more of the following penalties: 1. fine for an amount of up to the greater of the following figures:


--double the gross profit obtained as a result of the acts or omissions in which consists the infringement, - 2 per cent of the equity of the offending entity, - 2 per cent of the total, own or others, funds used in the offence, or - 300,000 euros.

En_el_caso_de investment firms that fail to comply with the rules laid down in the Regulation (EU) No. 575/2013, 26 June, or unless they committed serious offences referred to in that article 275.4. to), the fine to impose will be for an amount of up to the greater of the following figures:-double the gross profit obtained as a result of the acts or omissions which the infringement consists - 5 per cent of the volume of total annual net businesses including gross income from interests to perceive and related income, the income from shares and other fixed or variable income securities, and commissions or fees receivable, in accordance with article 316 of Regulation (EU) No. 575/2013, 26 June, that has made the company the previous year -2 per cent of the total, own or others, funds used in the infringement, or - 5,000,000 euros.

If the company referred to in this section is a subsidiary of a parent undertaking, relevant revenues are gross revenues of the consolidated accounts of the parent company in the preceding financial year.

En_el_caso_de central depositories of values and designated credit institutions referred to in article 54.2. b) of Regulation (EU) No. 909/2014, July 23, 2014, who commit serious offences referred to which 298.3 and 4 article, fine imposed will be, as a minimum, twice the amount of the gross profit obtained as a result of the acts or omissions which the infringement consists If that can be determined, and a maximum of up to the greater of the following amounts:-double the profit gained as a result of acts or omissions that consist the infringement, - five per cent of the total annual turnover of the offending entity, according to the latest available accounts approved by the governing body, - two per cent of the total funds own or outside, used in the infringement, or - 10,000,000 euros.

If the infringing entity is a parent or subsidiary of the parent company need to prepare consolidated financial statements, the annual total turnover applicable will be the figure in the last consolidated financial statements available.

2. suspension or limitation of the type or volume of operations or activities that the offender can make to stock markets for a period not exceeding one year.

3. suspension of membership of the official secondary market or multilateral system of bargaining for a period not exceeding one year.

4. suspension by not later than one year in the exercise of the office of administration or direction that the offender in a financial institution.

As regards the infringement referred to in article 295.5, in relation to the breach of the obligations set forth in article 227, the sanction contained in paragraph 1 of this article shall be imposed in all cases and, in addition, one of the penalties provided for in paragraphs 2 or 3, while fine it that, where appropriate, will impose It can be less than 12,000 euros.

The Commission of the offence referred to in Article 296.9 will, in any case, rigged the cancellation of registration of the representative or Attorney in fact in the records of the National Commission of the stock market.

In the event that an investment services company to acquire a significant stake despite the opposition of the National Commission of the stock market, regardless of any other sanctions to be adopted, will be available well the suspension of the exercise of the corresponding voting rights, well the nullity of votes cast or the possibility of their annulment.

Article 304. Advertising of the sanctions.

Penalties for serious and very serious infringements will be published in the «Official Gazette» once they are firmly in the administrative procedure.

Article 305. Penalties for minor offences.

1 by the Committee on minor offences will be imposed to the offender the punishment of fine amounting to up to 30,000 euros.

2 in the case of offences committed by persons referred to in article 233.1. b), sanctions will be imposed pursuant to articles 274 to 276 of this law, without prejudice to the ability of other competent authorities of the European Union to impose sanctions in accordance with the provisions in Regulation (EC) No. 1060 / 2009 , 16 September.

Article 306. Additional penalties for very serious offences who engaged in positions of management or direction.

Besides it sanction that corresponds impose to the infringing by the Commission of violations very serious, when it infringing is a person legal may impose is an or more than them following sanctions to who, exercising charges of administration or address in the same, are responsible of it infringement: 1. fine by amount of until 400,000 euros.

En_el_caso_de investment firms that fail to comply with the rules laid down in the Regulation (EU) No. 575/2013, 26 June, or that committed very serious offences referred to in that article 275.4. to), the fine to impose will be, for an amount of up to EUR 5,000,000.

En_el_caso_de central depositories of values and designated credit institutions referred to in article 54.2. b) of Regulation (EU) No. 909/2014, July 23, 2014, who have committed very serious offences to which the article refers 288.1 and 3 fine to impose will be for an amount of up to EUR 5,000,000.

2. suspension in the exercise of the office of administration or address the offender deal in the State for a period not exceeding three years.

3. separation of office with disqualification for positions of management or direction in the same entity for a period not exceeding five years.

4 separation of office with disqualification for positions of management or direction in any entity provided for in article 233.1. to) or a credit institution for a period not exceeding ten years.

5. public reprimand in the «Official Gazette» of the identity of the offender and the nature of the offence or private reprimand.

As regards the infringement referred to in article 282.6, will be imposed in any case the sanction contained in paragraph 1, unless the fine can be less than 30,000 euros.

Article 307. Additional penalty for serious offences who engaged in positions of management or direction.

In addition to the penalty corresponding to impose on the offender by the Commission of serious offences, where the infringer is a legal person may impose is one or more of the following sanctions who, exercising direction or administration charges therein, are liable for the infringement: 1. fine for up to 250,000 euros.

En_el_caso_de investment firms that fail to comply with the rules laid down in the Regulation (EU) No. 575/2013, 26 June, or unless they committed serious offences referred to in that article 275.4. to), the fine to impose will be for an amount of up to 2,500,000 euros.

En_el_caso_de central depositories of values and designated credit institutions referred to in article 54.2. b) of Regulation (EU) No. 909/2014, July 23, 2014, who commit serious offences referred to which 298.3 and 4 article, the fine to impose will be for an amount of up to EUR 2,500,000.

2. suspension in the exercise of any charge of administration or address the offender deal in the State for a period not exceeding one year.

3. public reprimand in the «Official Gazette» of the identity of the offender and the nature of the offence or private reprimand.

In the case of a planned breach of article 295.5, with regard to the breach of the obligations set forth in article 227, will be imposed in any case the penalty collected (1), unless the fine can be less than 12,000 euros.

Article 308. Advertisement for additional sanctions.

The sanctions imposed in accordance with articles 306 and 307, will be published in the «Official Gazette» once are firm in administrative proceedings.

Article 309. Penalties for offences relating to obligations of the consolidated groups of companies of financial conglomerates and investment services.

1. when violations typified in articles 289 to 300 relating to obligations of the consolidated groups of investment firms, it shall be punished the obliged entity and, if necessary, to its directors and management.

2 also when such offences relate to the obligations of financial conglomerates, the punitive measures provided for in this law shall apply to the obliged entity when it is a company of investment services or a financial mixed holding company, provided that in the latter case corresponds to the National Commission of the stock market act as coordinator of the supplementary supervision of the financial conglomerate. The measures concerned infringement may extend, if necessary, to the directors and management of the obliged entity.

Article 310. Determining criteria for the sanctions.


1. sanctions applicable in each case by the Commission of very serious, serious or minor offences shall be determined in accordance with the criteria laid down in article 29.3 of the law 40/2015, 1 October, and the following: a) the nature and entity of the infringement.

(b) the degree of responsibility of the natural or legal person responsible for the infringement.

(c) the financial soundness of the natural or legal person responsible for the infringement reflected, among other objetivables elements, the total turnover of the legal person liable or the annual income of the individual.

(d) gravity and temporal persistence caused danger or damage caused.

(e) the losses caused to third parties by the infringement.

(f) the profits obtained or, in your case, the losses avoided as a result of the acts or omissions constituting the offence, insofar as they can be.

(g) the adverse consequences of the facts for the financial system or the economy.

h) the circumstance of having proceeded to rectify the infringement on its own initiative.

(i) the repair of damages caused.

(j) the collaboration with the National Commission of the stock market, provided that the person or entity has provided items or data relevant for the clarification of the facts under investigation, without prejudice to the need to ensure the restitution of benefits or losses avoided by the same.

(k) in the case of failure of resources own, them difficulties objective that may have crowded to reach or maintain the level legally demanded.

(l) the previous conduct of the entity in relation to the standards of management and discipline affecting him, assisting firm sanctions that had been imposed, during the last five years.

2 to determine the applicable sanction among those provided for in articles 306 and 307, will be taken into consideration, in addition, the following circumstances: to) the degree of responsibility in the events that concur in the person concerned.

(b) the previous conduct of the person concerned, in the same or another entity, in relation to the standards of management and discipline, taking into consideration the effect the strong sanctions that had been imposed during the past five years.

(c) the nature of the representation that the person concerned holds.

Article 311. Measures of intervention or replacement.

1 shall apply to the entities listed in article 233.1. to).1 ° to 6 ° provisions for credit in article 106, and in title III, chapter V of the law 10/2014, 26 June. The competition to agree on measures of intervention or replacement shall be the National Commission of the stock market.

2. the resolutions of the National Commission of the stock market that put an end to the procedure will be subject to appeal to the Minister of economy and competitiveness.

Article 312. Requirement to alleged responsible for minor offences.

1 in the case of behaviour classified as minor offences as laid down in article 300.2. b), the National Commission of the stock market, before the initiation of the disciplinary record, motivating not affecting behavior in a significant way to the public interests protected by this law, requiring the suspect to that within a period of 30 days (((: a) take appropriate measures to prevent the continuation or repetition of the conduct, b) compensation, if any, the patrimonial damages caused by their behavior to investors when they are identifiable, and c) to justify the full compliance with the provisions of the two preceding paragraphs.

2. the duly notified request interrupted the limitation period of the infringement, rebooting the same the day after the expiration of the period laid down in the own requirement.

3. compliance and accreditation requirements in the requirement will be valued by the National Commission of the market of stock effects consider fully satisfied the objectives of the supervision.

Article 313. Information and notification of infringements and administrative sanctions.

1. the National Commission of the stock market will provide each year to the European values and authority markets aggregate information concerning offences committed by breach of this law, as well as the sanctions imposed.

2. in the case that has been publicly reported an administrative measure or sanction, the National Commission of the stock market will simultaneously notify that fact to the European Securities and markets authority.

3. Likewise, subject to the requirements of professional secrecy, the National Commission of the stock market shall notify to the European banking authority all the administrative sanctions imposed on the companies of investment services that take consideration of entity for the purposes of the definition referred to in article 4.1, paragraph 3 of the Regulation (EU) No. 575/2013, 26 June.

Title IX regime Fiscal operations on values article 314. Exemption from value added tax and capital transfer and stamp tax.

1. the transmission of values, admitted or not to trading in an official secondary market, will be exempt from value added tax and capital transfer and stamp tax.

2 are exempted from the provisions of the preceding paragraph transmissions of securities not admitted to trading on an official secondary market carried out in the secondary market, which will be taxed on the tax to which are subject as taxable real estate transfer, when using such transmissions of values had tried to avoid paying the taxes that would have taxed the transmission of real estate owned by the entities that represent such values.

Without prejudice to the provisions of the preceding paragraph, shall, unless there is evidence to the contrary, that acts with intention of circumvention of the tax corresponding to the transfer of real estate in the following cases: to) when you get control of an entity whose asset is composed by at least 50 percent of properties in Spain that are not related to business or professional activities , or when, once such control, increase the participation fee on it.

(b) when you will get control of an entity whose assets include values that will enable it to exercise control in another entity whose asset is integrated in at least 50 percent by Spain-based properties that are not related to business or professional activities, or when, after obtaining such control, increase the quota of participation therein.

(c) when have transmitted values been received by the real estate contributions on the occasion of the establishment of societies or the enlargement of share capital, provided that such goods do not affect business or professional activities and that between the date of the contribution and the transmission had not passed within three years.

3. in the cases in the transmission of values to be subject to the taxes cited without exemption, as provided for in paragraph 2 above, the following rules shall apply: 1st to perform the computation of the asset, the net accounting value of all recorded assets are replaced by their respective actual values determined to date in which takes place the transmission or acquisition. For this purpose, the taxable person shall be required to form an inventory of assets at that date and provide it to the tax authorities at the request of this.

2nd in the case of corporations, shall be retrieved that control when directly or indirectly a participation in the share capital exceeds 50 per cent is reached. These effects are also counted as the acquirer's values of other entities belonging to the same group of companies.

((3rd in the case of transmission of values to the own holding company real estate for its subsequent depreciation, means for tax purposes that takes place the event of circumvention defined in letters a) or b) of the preceding paragraph. In this case will be taxable shareholder who, as a result of such operations, get control of the company, in the terms indicated above.

4th in the transmission of values which, in accordance with paragraph 2, are subject to value added tax and not exempt, that they will have the consideration of delivery of goods for the purposes of the same, the tax base shall be determined in proportion to the value of market goods which should be computed as property. In this regard, in the cases collected in paragraph 2.c), the tax base will be the proportion of the value of the real estate market that were provided at the time corresponding to the shares or participations transmitted.

5th in the transmission of values that, according to paragraph 2, be taxed by the modality of taxable capital transfer tax on property transfer and acts of documented legal, for the practice of the liquidation, apply the elements of this tax to the proportion of the actual real estate value, calculated in accordance with the rules contained in the regulations. To do so be taken as taxable income:


(- In cases that referred to 2.a), the proportion of the actual value of all the assets items which, for the purposes of the application of this rule, be computed as property, which corresponds to the total percentage of participation which happens to have at the time of obtaining control or Once obtained, onerous or profitably, that control, the percentage in which increase the participation fee.

(- In cases them referred to in paragraph 2.b), to determine the taxable base only the properties those whose asset is composed by at least 50 percent of properties not affected business or professional activities shall be taken into account.

(- In the cases referred to in paragraph 2.c), the proportion of the actual value of the properties that were contributed at the time corresponding to the shares or participations transmitted.

Article 315. Obligation of communication to the tax administration.

1 CAs values, societies and of securities and other financial intermediaries are obliged to inform the tax authorities any operation of issuance, subscription and transmission of values which had intervened. This communication will involve the presentation of nominal of buyers and sellers, class and number of transmitted values, prices of purchase or sale, transmission date and tax identification number of the transferee and transferor within the time limits and in the form determined by law.

2. for the purposes referred to in the preceding paragraph, who intends to acquire or transmit values shall communicate, at the time of the corresponding order, its tax identification number to the certification authority and respective financial intermediaries, who will not see that until the fulfilment of this obligation.

Article 316. Tax exemptions.

The National Commission of the stock market will have the same tax exemptions that attributed to the Bank of Spain the legislation in force.

Title X other trading systems: systems multilateral negotiation and systematic internalisation chapter I multilateral negotiation article 317. Definition.

All system, operated by a governing entity of the concerned in article 319, allowing you to meet, within the system and in accordance with its non-discretionary rules, the various interests of purchase and sale on financial instruments from multiple third-party to result in contracts, in accordance with the provisions of this law will have consideration of multilateral trading system.

Article 318. Creation.

1. the creation of multilateral trading systems will be free, subject to the prior verification and supervision by the National Commission of the stock market system.

2. in particular, the National Commission of the stock market will verify that the guiding entity complies with the provisions of this chapter and has the corresponding authorization in accordance with article 149-153 and declaring the authorization expired and denying it when any of the causes listed in articles 154 and 155 respectively.

Article 319. Governing entities.

1. all multilateral trading system will be governed by a governing entity that will be responsible for its organization and internal performance, and will own the means to manage the market.

2 may be guiding entity of a multilateral trading system: to) a company authorised to provide investment services referred to in article 140.h).

((b) lead an official secondary market society, c) an entity established to do so by one or several governing societies of official secondary markets, which must have exclusive corporate purpose the management of the system and that has to be 100 percent owned by one or several guiding companies.

Article 320. Regulation of operation.

1. governing authorities shall draw up a regulation of operation specifically referred to the management of the multilateral trading system which must be authorized by the National Commission of the stock market, and subject to the regime of advertising to be determined according to the rules, which will include the registration in the corresponding register of the National Commission of the stock market.

2 the regulation, which shall be public, must be governed by transparent, objective and non-discriminatory criteria and shall regulate the following matters: i) General aspects: to) financial instruments which may be negotiated.

(b) public information that should be available on the securities admitted to trading, so that investors can base their decisions. This information shall include, where appropriate, a description of the type and nature of the business activities of the issuer. The scope of information must bear in mind the nature of values and the investors whose orders may be executed in the system.

(c) types of members, in accordance with the provisions of paragraphs 2 and 3 of article 69, their rights and obligations.

(d) safeguards regime.

(e) rights and obligations of issuers and any other participants in the multilateral trading system, which will include, where appropriate, a consultant registered, designated by the issuer, which must ensure that properly, both from the formal and substantive perspective, issuers comply with their obligations of information against the governing society and investors. The regulations shall determine the general framework of relationship of these advisors with emitters as well as the scope and scope of functions to be carried out and their obligations.

((ii) trading: to) access to membership.

(b) modalities of orders.

(c) cases of interruption, suspension and exclusion of the traded securities trading.

d) content and rules for the dissemination of information prior to the effective negotiation.

(e) content and rules for the dissemination of information on the transactions effectively negotiated.

(f) obligations and means, where appropriate, to ensure the liquidity of the hiring.

(g) procedure to be followed, as appropriate, to the exclusion of the securities trading, specifying the obligations of the certification authority.

((iii) registration, clearing and settlement of operations: to) existence, in its case, of central counterparties or other mechanisms of novation's operations.

(b) expected or acceptable methods for settlement and, where appropriate, compensation operations.

(iv) oversight and market discipline.

(a) methods of supervision and control by the governing entity of the effective enforcement of the regulation of the market, as well as the precepts of this law and other rules that may be applicable, especially in relation to the rules on abuse of market by issuers, members, registered advisers and other participants.

(b) the disciplinary regime governing entity will apply in case of breach of the rules of the market, irrespective of administrative sanctions which are applicable as laid down in this law.

(c) procedure that will use the company leadership to inform the National Commission of the stock market those incidents or behaviour of its members which may constitute a violation of this Act or its rules of development or failure to comply with the rules laid down in the rules of the multilateral system of negotiation.

Article 321. Submission of information obligations.

1 governing entities shall send, on a quarterly basis, to the National Commission of the stock market information on practices and actions which, as laid down in its rules of procedure, to develop oversight of the multilateral trading system. This information will be sent within the period of one month from the end of the period to which reference is made.

2. the National Commission of the stock market may determine the exact content and specific format used by the governing authorities for the fulfilment of this obligation.

3. the National Commission of the stock market may request governance entities how much additional information is required to ensure the proper functioning of the multilateral trading systems.

Article 322. Standards of conduct and market abuse.

1. the members of the multilateral trading systems must comply with the obligations set forth in the articles 209 to 218 and 221 to 224 in relation to their customers, when acting on behalf of them they execute their orders through the systems of a multilateral trading system.

2. Notwithstanding the provided for in the preceding paragraph, shall not apply articles referred to the operations carried out, in accordance with the rules governing the multilateral trading system, among its members, or between the multilateral trading system and its members regarding the use of the multilateral trading system.

3. Chapter II of title VII is applicable to the negotiation in multilateral trading systems.

Article 323. Information obligations


1. where appropriate, governing institutions of a multilateral trading system must provide, or in your case, make sure that there is publicly available information that allows that users can form an opinion about the negotiated instruments, taking into account both the nature of the users and the types of instruments traded in the multilateral trading system.

2. the responsibility for the preparation of information to publish on issuers of traded instruments shall be, at least, its authority and its administrators. They will be responsible for the damages and harm caused to the holders of the securities as a result that the information does not present a true and fair view of the issuer.

3. when a value negotiable admitted to negotiation in a market regulated is negotiate also in a system multilateral of negotiation without consent of its transmitter, this not will be subject to any obligation of information financial initial, continuous or "ad hoc" in relation to that system multilateral of negotiation.

Article 324. Supervision of compliance with the standards of multilateral systems of negotiation and other legal obligations.

1 governing entities of a multilateral trading system shall establish effective procedures and mechanisms that correspond to the needs of the multilateral trading system, to monitor on a regular basis the compliance by its users, as well as the operations carried out by them in accordance with their systems, in order to detect violations of those standards, or anomalies in the negotiation or performance conditions that may involve market abuse.

2. the entities referred to in the preceding paragraph must be communicated to the National Commission of the stock market any significant breach of rules or any anomaly in terms of negotiation or action that may involve market abuse. They shall also communicate, on the basis of the information you have collected issuers, any possible breach of the rules applicable to the abovementioned issuers.

Article 325. Transparency requirements.

1 in order to ensure the transparency of the system and the efficiency in the formation of prices, multilateral trading systems will be required to disseminate information of public about the operations on shares admitted to trading in the system which, in turn, are traded on regulated markets in relation to positions existing at each time buying and selling and in connection with the transactions already concluded in the system in accordance with the provisions contained in this article and the articles 326 and 327.

2. the Minister of economy and competitiveness may, if it considers this necessary, extend the application of the transparency requirements contained in this article and the articles 326 and 327 other financial instruments other than shares or shares that are only negotiated in the system.

3. the provisions in this article and the articles 326 and 327 shall be applied as established in Regulation (EC) No. 1287 / 2006 of 10 August 2006.

4. without prejudice to the public information referred to in this article and in articles 326 and 327, the autonomous communities with competence in the matter and regarding transactions carried out in its territory may establish any other reporting obligations.

Article 326. Prior to the negotiation transparency requirements.

1 multilateral trading systems will make public the following information prior to the negotiation with respect to the shares admitted to trading on them which, in turn, are traded on regulated markets: to) prices for buying and selling existing at each time; and (b) the depth of the negotiating positions at those prices that are disseminated through their systems.

2. the information referred must be available to the public on reasonable commercial terms and on a continuous basis in normal trading hours.

3. Notwithstanding the provisions of the preceding paragraphs, the National Commission of the stock market may exempt multilateral trading systems published the information referred to in paragraph 1, according to the multilateral trading system model or the type and volume of orders.

In particular, the National Commission of the stock market may not impose such an obligation in the case of high-volume operations in comparison with the standard market volume for those actions or actions such.

Article 327. Back to negotiation transparency requirements.

1 multilateral trading systems will make public the following information with respect to the shares admitted to trading on them which, in turn, traded on markets regulated operations as concluded: to) price, b) volume, and c) run time.

2. the information referred to in this article shall be available to the public on reasonable commercial terms and, to the extent possible, in real time.

3. Notwithstanding the provisions of the preceding paragraphs, the National Commission of the stock market may authorize multilateral trading systems to postpone the publication of the details of transactions based on their type or volume.

In particular, they may allow the deferment of publication in the case of operations of large volume in comparison with the standard volume for those actions or actions such. Multilateral trading systems must, in these cases, obtain of the National Commission of the stock market the prior approval of proposed arrangements for deferred trade-publication, and shall disclose such methods clearly to the members of the system and the investing public.

4. the obligation provided for in this article shall not apply to the data of the operations carried out in a multilateral trading system which is made public through the systems of a regulated market.

Article 328. Central counterparty and clearing and settlement agreements.

1 governing entities of a multilateral trading system must take the necessary steps to facilitate the efficient settlement of transactions in the multilateral trading system, and must clearly inform users of the responsibilities assumed by the entity in the liquidation of operations performed in the multilateral trading system.

2. with the aim of addressing the settlement of operations on securities executed in multilateral trading systems, their governing bodies will sign agreements with at least one central depository of values and, where appropriate, one or more entities of central counterparty, without prejudice to the right of broadcasters to have their values to be registered in any central depository of values in accordance with article 49 of Regulation (EU) No. 909/2014 , July 23, 2014.

Guiding entities of a multilateral trading system can sign, after communication to the National Commission of the Mercado de Valores, agreements with entities of central counterparty and central depositories of values of another Member State, for compensation or liquidation of some or all the transactions that have been completed with members of their respective systems market. The National Commission of the stock market only may oppose the referral agreements when it considers that they can impair the orderly functioning of the multilateral trading system or, in the case of a settlement system, the technical conditions do not ensure the efficient and economic settlement.

3 shall be applicable to multilateral trading systems the provisions of articles 94, 95, 96 and 114, 115 and 116 to the official secondary markets with regard to the liquidation of operations and rights or obligations of economic content associated with the values, guarantees aimed at mitigating the risk of settlement and the rights and obligations related to the information system for the supervision of the negotiation clearing, settlement and registration of securities.

4. regulations shall be determined values ncuyas operations carried out in segments multilateral engagement in multilateral trading systems, they will be subject to mechanisms that allow their orderly liquidation and fruition through the required intervention of an entity of central counterparty.

5. the National Commission for the securities market shall take account the monitoring work of the compensation and settlement system carried out by the Bank of Spain or other authorities with jurisdiction in the matter, in order to avoid unnecessary duplication of controls.

Article 329. Remote access to multilateral trading systems.


1. governing authorities of a Spanish multilateral trading system may provide for appropriate mechanisms to facilitate access and use distance from their systems to users or members established in the territory of other Member States. Therefore the entity shall inform the Member State which intends to establish such mechanisms to the National Commission of the stock market. The National Commission of the stock market shall communicate this information to the Member State which provide for such mechanisms within the period of one month from receipt. The National Commission of the stock market shall communicate to the competent authority of the host, at the request of the State and within a reasonable time, the identity of the members of the multilateral trading system established in that Member State.

2 guiding entities of a multilateral system of negotiation of other Member States of the European Union may establish mechanisms to facilitate access and use a distance from their systems to users or members established in Spanish territory in Spanish territory. Will be necessary for this that the Commission national of the market of values receive a communication of the authority competent of the State member of origin in which is indicate the intent of establish such mechanisms in territory Spanish. The National Commission of the stock market may ask the competent authority communication, in a reasonable period of time, of the identity of the members of the multilateral trading system.

Chapter II provisions common to the official secondary markets and multilateral trading article 330 systems. Preventive measures.

1. when Spain Member State host a regulated market or a multilateral trading system and the National Commission of the stock market has grounds clear and demonstrable for believing that such regulated market or multilateral trading system infringes the obligations arising from the provisions adopted pursuant to the Directive 2004/39/EC, shall communicate the facts to the competent authority of the Member State of origin of the regulated market or multilateral trading system.

In the event that, despite the measures taken by the competent authority of the Member State of origin, such regulated market or multilateral trading system persist in a performance clearly prejudicial to the interests of investors in Spain or the correct functioning of the markets, the National Commission of the stock market, after informing the competent authority of the Member State of origin It shall take all appropriate measures for its protection. The measures will include the possibility of preventing the said regulated market or multilateral trading system to put its mechanisms available to remote members established in Spain. The National Commission of the stock market shall inform without delay the European Commission and the European authority of securities and markets of measures taken. The National Commission of the stock market may be included the situation with the European authority of securities and markets, which may act in accordance with the powers conferred on him by article 19 of Regulation (EU) No. 1095 / 2010.

2. any measures taken in application of the provisions of this article involving sanctions or restrictions on the activities of a regulated market or multilateral trading system must be duly motivated and communicated to the regulated market or multilateral trading system affected.

Chapter III internalization systematics article 331. Scope of application.

1. the provisions in the East Chapter shall apply to credit institutions and investment service companies subject to this law which executed outside a regulated market or a multilateral trading system, by their own account, client orders on shares admitted to trading on regulated markets provided that this action be developed in an organized manner frequent and systematic and that relates to orders whose amount is equal to or less than the standard market volume that corresponds to the function as described in the following section.

2 refers to standard volume of the market for a category of actions all volume of representative of the average arithmetic value of the orders executed in the market for actions included in this category of shares.

3. the actions are grouped into categories on the basis of the value average arithmetic of the orders executed in the market for that share. The National Commission of the stock market shall publish at least once a year, by circular, the category of actions that each action belongs and shall transmit it to the European Securities and markets authority.

4. the market for each share shall be comprised of all orders executed in the European Union with regard to the action, with the exception of those whose scale is of great magnitude in comparison to the standard volume of market for that share.

5. the national stock market Commission will regularly publish actions that have a liquid market for the purposes of this article, the category of actions that each action in accordance with the provisions of paragraph 3 above and other precise ends belongs so that credit institutions and investment service companies can comply with the obligations laid down in this article.

Article 332. Information obligations.

1 when the shares have a liquid market, systematic internalisers shall do public quotes firm in general form which can be easily known by the interested parties, on reasonable commercial terms. In the case of shares for which there is not a liquid market, systematic internalisers may be limited to spread their firm quotes to its customers, upon request of these.

Systematic internalisers may decide the volume or volumes of order for the given quote. For a particular action, each quote shall include one or more purchase prices and/or one or several sales prices for one or several sizes of order less than the standard volume of the market for the class of shares to which you belong that concrete action. The price or prices quoted must reflect current conditions in the market for such action.

The dissemination of such prices should be on a regular and continuous basis during normal trading hours. Systematic internalisers may update their prices at any time. When exceptional market conditions, they may remove them.

2. systematic internalisers shall make public the volume and price of their transactions outside regulated markets or multilateral trading systems, shares admitted to trading on regulated markets, and the time that we have completed. This information will be made public as soon as possible, in an easily accessible way and on a reasonable basis for stakeholders, being applicable provisions of Article 327.3 on subsequent negotiation transparency requirements and the delays to the publication of the data by the National Commission of the stock market under article 85.3.

3. the National Commission of the stock market will handle systematic internalisers to regularly update the prices of purchase and sale that made public in accordance with paragraph 1, and that these prices reflect the conditions prevailing in the market.

4. the provisions of this article shall be applied in accordance with Regulation (EC) No. 1287 / 2006 of 10 August 2006.

Article 333. Execution of orders.

1 provided that in doing so respect the obligation of best execution which regulates the articles 221 to 224, systematic internalisers shall execute orders received from their customers retailers to the quoted prices firmed in force at the time of the receipt of the order.

2. in addition, run the orders received from their professional clients at the quoted prices firmed in force at the time of the receipt of the order. However, they may execute such orders at a better price than the popular firm, in justified cases, provided that this price is within a range of a public nature close to market conditions and provided that the orders are of one higher volume to the volume usually undertaken by a retail investor.

The National Commission of the stock market will handle that systematic internalisers shall meet the conditions of improvement of prices established in this section.

3. with regard to operations in which the execution of multiple values is part of a single operation or in the case of orders subject to conditions other than the current market price, systematic internalisers may, in addition, execute orders from their professional clients at prices different from the quoted without having to comply with the conditions laid down in the preceding paragraph.


4. when there is a situation where a systematic internaliser who quote a single quote, or whose highest quote is less than the standard volume of the market, receives an order from a customer of a volume to its trading volume, but less than the standard volume of the market, you may decide to execute that part of the order which exceeds its quotation volume , provided that run at the quoted price, except where is allowed otherwise in accordance with the conditions set forth in the preceding two paragraphs. In cases where the systematic internaliser give quotes for different volumes and receives an order comprised between such volumes, chooses to run, it will run one of the quoted prices in accordance with the provisions of the articles 221 to 224, except that allow otherwise in accordance with the conditions set out in the two preceding paragraphs of this article.

5. the provisions of this article shall be applied in accordance with Regulation (EC) No. 1287 / 2006 of 10 August 2006.

Article 334. Treatment of customers.

1. systematic internalisers may choose, on the basis of their commercial policy and in an objective and non-discriminatory basis, investors who give access to their quotes. To this end, they will have clear rules governing access to their quotes. Entities may suspend or refuse to enter into business relations with a specific inverter based on commercial considerations such as the financial situation of the inverter, the risk of counterpart and the final liquidation of the operation.

2. systematic internalisers may limit in a non-discriminatory way the number of transactions from a client who are committed to run at the advertised prices firm, to limit the risk of being exposed to multiple transactions from a client.

Also may limit, in a non-discriminatory way and in accordance with the provisions of article 221 relating to the management of orders, the total number of transactions from different clients that run at the same time, when the number or volume of orders from its clients considerably exceeds normal.

3. the provisions of this article shall be applied in accordance with Regulation (EC) No. 1287 / 2006 of 10 August 2006.

First additional provision. Interbank market of deposits.

The interbank market of deposits will not be subject to the provisions of this law. The Bank of Spain shall be responsible for the regulation and supervision of the operation of that market.

Second additional provision. Legal regime of emissions of the provincial councils of the Basque country.

Emissions of securities made by the territorial Governments of the autonomous community of the Basque country shall be deemed equivalent, for all purposes, and taking into account the special characteristics of the provincial estates, emissions made by an autonomous region.

Third additional provision. Legal regime of emission rights that are not financial instruments.

1. companies that provide investment services and credit institutions authorised to provide investment services may, in addition to the activities listed in article 140, submit bids on behalf of customers in the auctions of emissions of greenhouse gases, which are not financial instruments referred to in the Regulation (EU) No. 1031 / 2010 of the Commission November 12, 2010, on the calendar, management and other aspects of auctioning of emissions of GHG greenhouse pursuant to Directive 2003/87/EC of the European Parliament and of the Council, by which establishes a scheme for greenhouse gas emission allowance trading in the community. To this end, they should include this activity in the programme of activities referred to in article 149.

2. the National Commission of the stock market shall be the competent authority to punish the persons responsible for the breach in our territory of articles 37 to 42 of Regulation (EU) No. 1031 / 2010, November 12, 2010, in connection with the auctions of emissions of greenhouse gases, which are not financial instruments held in our territory or outside it.

3. for the purposes of the provisions of the preceding paragraph, the National Commission of the stock market will have the powers of supervision and inspection provided for in this regulation.

(4. in case of breach of them articles 37 to 42 of the Regulation (EU) No. 1031 / 2010, of 12 of November of 2010, will be of application the regime sanctioning planned in the chapter II of the title VIII of this law in relation to them operations with information privileged or that may constitute manipulation of market, with the following particularities: to) is except it willing in the article 282.7 and in the article 295.3.

((b) contained in article 282.8 remission shall be only to the 227.3 article to article 229.2. d) and the 229.3.

((c) contained in article 295.7 remission shall be only to the 227.3 article to article 229.2. d) and the 229.3, being auction platforms and institutions supervisors from auctions obligors.

(d) the reference contained in article 295.5 means made only article 227, except paragraph 2.

5 shall constitute a very serious infraction the breach of the rules of conduct referred to in article 59 of Regulation (EU) No. 1031 / 2010, November 12, 2010, as well as the failure to adopt the structural arrangements referred to in article 42.4 of the same, when it took place on the occasion of a specific constituent Insider operation.

It will constitute a serious infringement the adoption of the measures provided for in article 42.4 of Regulation (EU) No. 1031 / 2010, November 12, 2010, insufficient.

6. the national stock market Commission will cooperate with other competent authorities of the European Union, with auction platforms and the auction supervisor entity whenever it is necessary to carry out the functions laid down in the Regulation (EU) No. 1031 / 2010, November 12, 2010, and in relation to the materials and the terms governing in that regulation.

7. is excepted from the duty of secrecy regulated in article 248 to the information to the National Commission of the stock market submitted to the competent authorities, auction platforms and the institution supervisor of auctions, in the field of auctions of allowances in accordance with the Regulation (EU) No. 1031 / 2010, November 12, 2010.

8. for the purposes of the provisions of the preceding paragraphs, will result from application of privileged information and market manipulation definitions contained in article 37 of Regulation (EU) No. 1031 / 2010, November 12, 2010.

Fourth additional provision. Marketing to Computable subordinate financing as equity and convertible preference shares, debt instruments retailers.

1 marketing or positioning between customers or retail investors of emissions of preferred shares, convertible debt instruments or Computable subordinate financing as own resources compliance with the solvency of credit institutions, will require compliance with the following requirements: to) the emission has to have a section exclusively directed to customers or professional investors of at least fifty percent of the total of the same the total number of such investors can be less than fifty, and without the application to this so-called provisions of article 206 of this law.

(b) in the case of emissions of preference shares, or convertible debt instruments of entities that non-listed companies, in terms of article 495 of the companies act of Capital, the minimum unitary nominal value of the securities will be 100,000 euros. In the case of the remaining emissions, minimum unit nominal value will be 25,000 euros.

This provision is considered standard of management and discipline of the stock market, constituting non-compliance violation very serious as provided for in title VIII of this text.

2 the provisions of letters a) and b) above will not be applicable in the context of the actions of management of hybrid capital and subordinated debt instruments covered in Chapter VII of this law or to hybrid capital and subordinated debt instruments issued in order to redeem other such securities issued prior to August 31, 2012.

Fifth additional provision. Restrictions on securities of non-profit entities.


1. the National Commission of the stock market, the Bank of Spain and the Ministry of economy, everyone in the field of supervision, adopted codes of conduct containing specific rules which shall conform the financial investments temporary making foundations, establishments, institutions and non-profit associations, professional associations, employment promotion funds mutual insurance, mutual social welfare, mutual collaborating with Social Security and, where appropriate, other entities subject to assessment of reduced rates in corporation tax, that do not have a specific regime of diversification of investments in order to optimize the profitability of cash at their disposal and which yields according to its rules of operation.

2. the organs of Government, administration or management of the entities referred to in the preceding paragraph shall submit an annual report about the degree of compliance with these codes for protectorate or their partners, associates or members know about it.

Sixth additional provision. The society of management the systems of registration, compensation and liquidation of securities and proprietary companies of central counterparties, central depositories of values and Spanish official secondary markets.

1. the «society of management the systems of registration, compensation and liquidation of values», hereinafter systems society, will act as the central depositary of securities in accordance with the provisions of article 97 to 102 of this law and shall perform other functions that the Government entrusted prior report of the National Commission of the stock market.

Systems society assumes the functions of the service of clearing and settlement of securities and the Bank of Spain, since managers of systems of registration, clearing and settlement of the securities traded in markets that have committed. Systems society is created by the transformation of the company incorporated «Advocate for the society's management of the systems Spanish liquidation, S.A.» with the participation of the service of clearing and settlement of securities and the Bank of Spain.

The effective assumption by the company of systems of its functions is carried out following the amendment of the object and the name of the society 'Advocate for the society's management of the systems Spanish liquidation, S.A.' and corporate modification consisting of the distribution of the social capital of the systems between the shareholders of the system of clearing and settlement of securities and the Bank of Spain with enlargements or reductions of capital needed. The non-monetary contributions received by the society of systems will be subject to assessment by an expert designated by common agreement by the service of clearing and settlement of securities and the Bank of Spain, which shall have the effects provided for in chapter II of title III of the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 , 2 July.

It is not applicable to the previous corporate operations as provided in articles 304, 334 and 343 of the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 of 2 July.

The appointment of the members of the Board of Directors, Directors General and similar systems of society shall be subject to the approval of the National Commission of the stock market.

Insofar as society's systems do not set other provisions and decisions in the exercise of the functions of management, administration and management which attributed this Act, continue in force the provisions and decisions governing the systems of registration, clearing and settlement of securities hitherto by the clearing and securities settlement service, and managed by the Bank of Spain on the date of the effective assumption of its functions by the society of systems.

Systems society and the Bank of Spain will maintain proper coordination in order to replace the current regulations by the rules of the society of systems that are approved in the future.

The acts and documents legally required for the corporate operations referred to in this article are exempt from taxes and levies of all kinds. Also such acts and documents shall not accrue rights tariff, notarial or registration.

2. without prejudice to the competences that correspond to the autonomous communities with regard to systems of clearing, settlement and registration of securities and the secondary markets, the Government may authorize, following a report of the National Commission of the stock market, after hearing the autonomous communities with competence in the matter, and on the proposal of the Minister of economy and competitiveness, that one or more entities to acquire directly or indirectly, all the capital or a participation that attributed to or purchasers the control, direct or indirect, of all or some of the companies that manage central counterparties, central depositories of values and Spanish official secondary markets, from such acquisition, corresponding to that or those entities the ownership of the aforementioned capital.

It will be considered controlling stake that which, in accordance with chapter IX of title IV of this law and its implementing rules, forced to make a public tender offer on the totality of the capital of the corresponding company.

(3 corresponds to the National Commission of the stock market authorizing statutes that governed those acquiring entities and its amendments, with the exceptions established by law, as well as authorize the appointment of the members of its Board of Directors and their Directors-General, which shall meet the requirements of article 152.1. f). If the acquiring entities did not have its registered office in Spain and its statutes and modifications and the requirements of members of the Board of Directors and general managers had been verified by the competent authority of another Member State of the European Union or by the supervisory authority of a non-Member State of the European Union whose rule of organisation and operation is similar to the of the National Commission of the market of stock It will be up to the latter check such checks.

4. the Government, through real Decree, will determine the regime applicable to them offers of acquisition of them actions representative of the capital of them referred entities, the regime of advertising to have of submit is their shares shareholding, the regime to which must hold is them cited entities for collect in their statutes social any limitation or specialty to them rights derived of their actions and any another aspect that is necessary for the application of this provision and for ensure it adequate supervision of such institutions.

5 will require government authorization for the entity or, where appropriate, entities holding, directly or indirectly, all the capital or a share of control of all or, in your case, some societies referred to in paragraph first of second paragraph can carry out any act device whereby no longer holders directly or indirectly, of all the capital social that they have in each of the above companies or why he lost control, direct or indirect, of the latter. Such authorization will be granted hearsay the autonomous communities with competence in the matter, following a report of the National Commission of the market values and on the proposal of the Minister of economy and competitiveness.

6. does not apply the significant holdings regime envisaged in articles 48.1 and 99 to transmissions subject to administrative authorisations provided for in this provision.

7. the supervision of these entities will be up to the National Commission of the stock market.

Seventh additional provision. Annual corporate governance report in no form of Corporation-listed entities.

The provisions of article 540 of the Royal Legislative Decree 1/2010 of 2 July, which approves the revised text of the companies act of Capital will be applicable, in accordance with their legal nature to entities other than the listed corporations issued securities which are traded on official stock markets.

Is it empowers the Ministry of economy and competitiveness and, with your express authorization to the National Commission of the stock market to establish, taking into account the legal nature of the various categories of entities that obtained by application this provision, concrete action on the content and structure of the corporate governance report.

The eighth additional provision. Obligations of compensation from the companies whose shares are admitted to trading on an official secondary market.


1. managers of companies whose shares are admitted to trading on an official secondary market, must be reported to the National Commission of the stock market delivery of shares and option rights on shares received in execution of a system of remuneration of such society. They must also communicate remuneration systems, and its amendments, referenced to the value of the shares that are established for them. Such communication shall be submitted to the rule of publicity of the relevant facts, established in article 228.

2. the provisions of paragraph 1 in the case of companies whose shares are admitted to trading on an official secondary market shall also application in relation to deliveries of shares and option rights on shares received in implementation of systems of remuneration of such societies administrators thereof, as well as remuneration systems , and its amendments, referenced to the value of the actions established for the aforementioned administrators. The Government will develop this provision, with particular reference to the term, form and scope of the fulfilment of the obligation of communication.

3. listed companies that dated 1 January of the year 2000 had force some remuneration system consisting of the delivery of shares, or option rights on shares or any other remuneration system referenced to the value of the shares, directed to its managers or directors shall, prior to the execution or cancellation of the remuneration system sign a supplement to the prospectus that are in force, or a new specific brochure, which will provide detailed and individualized information about shares and options or liquidations corresponding to administrators and managers at the National Commission of the stock market. With regard to those who have only the status of managers, information may be made of an aggregate. As supporting documentation, for the purpose of emissions and public offerings of securities, it will be presented for registration the agreement of the general meeting of shareholders at which approves or ratifies the remuneration system.

4. for the purposes of this provision means directors Directors General and assimilated that develop their functions of senior management under direct dependence of the organs of administration, executive committees or CEOs of listed companies.

Ninth additional provision. Time to resolve and to notify proceedings.

The deadline for resolving and notify the resolution in the disciplinary procedure applicable to subjects operating in the financial markets, regulated by Royal Decree 2119 / 1993, of 3 December, will be one year, extendable as provided for in articles 23 and 32 of the law 39/2015, on 1 October.

Tenth additional provision. Memory supervisor and organ of internal control of the Bank of Spain.

1. the Bank of Spain should have an organ of internal control whose functional dependence and report capability shall be governed by the principles of impartiality, objectivity and prevent conflicts of interest.

2. the Bank of Spain shall draw up annually a memory about its function supervisor in relation to their actions and procedures carried out in this field and which can deduce information about the effectiveness and efficiency of such procedures and actions. This report will include a report of the organ's internal control adequacy of decisions taken by the governing bodies of the Bank of Spain to the procedural rules applicable in each case. This report must be approved by the Government Council of the Bank of Spain and will be sent to the general courts and the Government of the nation.

Eleventh additional provision. Supervision of the Commission of audit of public interest entities.

The supervision of the compliance with the established in the third additional provision of law 22/2015, of July 20, account auditing Commission of audit of public interest entities, corresponds to the National Commission of the stock market in accordance with the provisions of title VIII of this text. This competition is understood notwithstanding the Institute of accountancy and audit of accounts which holds oversight of auditing activity.

First transitional provision. Regime for certain increases in participation in a listed company who, as of August 13, 2007, possessed a percentage of voting rights in a listed company equal or superior to 30% and less than 50 percent will be forced to make a public tender offer under the terms of chapter IX of title IV of this law (, when subsequently be given any of the following circumstances: to) that acquires in a single act or in successive acts shares of the company to increase its participation in, at least 5 per cent over a period of 12 months.

(b) to reach a percentage of equal to or greater than 50 percent voting rights.

(c) to acquire an additional stake and appoint a number of advisers that, United, in his case, which has already been appointed, represent more than half of the members of the Board of Directors of the society.

The Government may establish the ends that it deems necessary for the implementation of this provision as well as exempted operations of this regime.

In any case, the National Commission of the stock market will dispense conditionally, in the terms established by law, the obligation to formulate the public tender offer established in paragraph to), when another person or entity, directly or indirectly, had a percentage of vote equal or higher than who has the obligation to make the offer.

Second transitional provision. Participatory assessments of savings banks and the Spanish Confederation of savings banks Association participatory shares.

Participatory fees for savings banks and participatory fees of Association of the Confederación Española of savings banks which have been issued prior to the publication of this revised text, character of negotiable value which referred to article 2.1 of this law until their full depreciation will continue.

Third transitional provision. Adaptation to the developments of Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013.

1. the deadlines to which is refer them articles 118 and 119 will be of application to them reports financial annual e reports financial semi-annual that is should publish starting from the 20 of December of 2015.

2. the obligations referred to in article 125.3 shall not apply until the date that determine the implementing rules of this law and of the law 11/2015, 18 of June, recovery and resolution of credit institutions and investment service companies.

Fourth transitional provision. New system of compensation, settlement and registration of values and application of the Regulation (EU) No. 909 / 2014 of the Parliament European and of the Council, of 23 of July of 2014, on it improves of the liquidation of values in the Union European and them depositories Central of values and by which is modify them directives 98 / 26 / CE and 2014 / 65 / EU and the Regulation (EU) No. 236 / 2012.

1 the amendments made to articles 9, 15, 45.2 g), 93.1, 94, 95, 97 to 102, 114 to 117, 62, 281.1 6, 294. 1-5, 328 by paragraphs four to eight, ten, twelve, thirteen, fifteen, twenty-one, twenty-two and twenty-nine of the letter A) of the first law 11/2015 final disposition, 18 June, recovery and resolution of credit institutions and investment service companies shall not apply to official secondary markets, multilateral trading and depositary systems core of values that the entry into force of this Act are made and operating in Spain to date that determine the implementing rules of this law and of the law 11/2015, June 18, of recovery and resolution of credit institutions and investment service companies.

2. the obligations arising out of Regulation (EU) No. 909/2014 of the European Parliament and of the Council of July 23, 2014, on improving the settlement of securities in the European Union and the central securities depositories and by amending Directive 98/26/EC and 2014/65/EEC and Regulation (EU) No. 236/2012 will be enforceable in accordance with the provisions of articles 69 and 76 of the regulation concerned.

3. the values represented by physical securities admitted to trading in official secondary markets or multilateral trading systems must modify its form of representation to annotations into account pursuant to article 76.2 of Regulation (EU) No. 909/2014, July 23, 2014.

4. regulations and deadlines which may be established, shall be adopted the necessary measures for the unification of registration systems through balances in equities, fixed income and debt represented by annotations into account, without prejudice to the particularities that need to preach each of these values. Rules of the central securities depositories must be modified to incorporate the precise changes derived from provisions of this standard and its regulatory development.


5. the national stock market Commission will oversee the technical changes necessary to undertake the reform of the current systems of clearing, settlement and registration of official secondary stock markets.

Fifth transitional provision. Transitional regime of the companies whose shares are being traded exclusively on a multilateral trading system, which achieved a market capitalization exceeding five hundred million euros.

The period of six months referred to in article 77.3 from this law will begin to compute the 28 April 2015.

Sixth transitional provision. Comprehensive plan of viability.

The comprehensive Plan of viability laid down in article 193.2 f) will be callable entities after six months since is complete the regulatory development to specify its contents.

Seventh transitional provision. Agreement of collaboration between the Commission national of the market of values and the Bank of Spain.

The cooperation agreement referred to in Article 255.2 must subscribe within 14 months from the entry into force of this law.

Eighth transitory provision. The market of public debt in annotations.

1 as the precepts of this law relating to the public debt market is not developing according to the rules in annotations, and not approval of the market rules to which article 60.4 of this law makes mention, those regulations which, prior to the entry into force of this law, come by regulating the market concerned and is not contrary to the provisions of this will remain in effect.

2. the emission values of entities and corporations other than those listed in article 59 that is negotiated in the public debt market annotations prior to November 18, 1998 will continue trading in this market until maturity.

Ninth transitional provision. Regional services of clearing and settlement of securities.

With regard to the functions that play for regional securities clearing and settlement services, only occurs the assumption of functions by a central securities depository, where appropriate, subject to what has the corresponding Autonomous Community regulations in force.

Tenth transitional provision. Normative references.

1. until the entry into force of the law 39/2015, 1 October, and of the law 40/2015, from October 1, there is referral made under this law to these standards should be understood referred to law 30/1992, of November 26, legal system and common administrative procedure or to law 6/1997 April 14, organization and functioning of the General Administration of the State, as appropriate.

2 specifically the correlation of items is as follows: to) in article 16.2 the reference which is made to the law 39/2015, on 1 October and to law 40/2015, October 1, should be understood made to law 30/1992, of 26 November and law 6/1997 of 14 April.

(b) in article 176.3 reference that is made to article 68 of the law 39/2015, October 1, should be understood concerning article 71 of the law 30/1992, of 26 November.

(c) in article 234.6 the reference to article 41.5 of the law 39/2015, October 1, should be understood made to article 59.4 of the law 30/1992, of 26 November.

(d) in article 273.2 reference articles 23 and 32 of the law 39/2015, October 1, should be understood made 42.6 items and 49 of law 30/1992, of 26 November.

(e) in article 274 the reference to law 39/2015, 1 October, and to the law 40/2015, October 1, should be understood made to law 30/1992, of 26 November.

(f) in article 310 the reference to article 29.3 of the law 40/2015, October 1, should be understood made to article 131.3 of law 30/1992, of 26 November.

(g) in the ninth additional provision references to articles 23 and 32 of the law 39/2015, October 1, must be understood made 42.6 items and 49 of law 30/1992, of 26 November.

First final provision. Skill-related title.

The recasted text of the law of the stock market is run in accordance with the provisions of article 149.1.6., 11th and 13th of the Spanish Constitution, which attribute to the State exclusive jurisdiction over commercial law, bases of management of credit, banking and insurance, and bases and coordination of the general planning of economic activity, respectively.

Second final provision. Faculty of development.

The Government may issue the necessary regulations for the development of the provisions of this law.