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Law 5/2015, Of 27 April, Promotion Of Business Financing.

Original Language Title: Ley 5/2015, de 27 de abril, de fomento de la financiación empresarial.

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TEXT

FELIPE VI

KING OF SPAIN

To all who present it and understand it.

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

INDEX

Title I. Improvements in bank financing to small and medium-sized enterprises.

Chapter I. Rights of SMEs in case of cancellation or reduction of funding flow.

Article 1. Notice of termination or decrease of funding flow to an SME.

Article 2. Financing-SME Information.

Article 3. Irrenunciation of contractual rights and information.

Article 4. Supervision and sanctioning regime.

Chapter II. Improvement of the legal status of mutual guarantee companies and of reaffientation companies.

Article 5. Amendment of Law 1/1994 of 11 March on the Legal Regime of Reciprocal Guarantee Societies.

Title II. Legal status of credit financial institutions.

Article 6. Credit financial institutions.

Article 7. Legal regime.

Article 8. Naming reservation.

Article 9. Authorization and registration.

Article 10. Authorization of structural modification operations.

Article 11. Authorization of hybrid entities.

Article 12. Supervision and solvency.

Article 13. Reporting obligations of credit financial institutions.

Article 14. Sanctioning regime.

Title III. Legal status of securitisations.

Chapter I. securitisation funds.

Article 15. Securitisation funds and their compartments.

Article 16. Asset of the securitisation funds.

Article 17. Transmission of assets.

Article 18. Liabilities of the securitisation funds.

Article 19. Synthetic securitisation.

Article 20. Securitisation funds closed.

Article 21. Open securitisation funds.

Article 22. Requirements for the establishment of securitisation funds.

Article 23. Extinction of funds.

Article 24. Amendment of the writing of the securitisation fund's constitution.

Chapter II. Companies managing securitisation funds.

Article 25. Social object.

Article 26. Obligations of management companies.

Article 27. Authorisation and registration of the managing companies of securitisation funds.

Article 28. Reservation of activity and denomination.

Article 29. Requirements for exercising the activity.

Article 30. Organizational requirements.

Article 31. Modification of Statutes.

Article 32. Waiver.

Article 33. Forced substitution.

Chapter III. Transparency regime and board of creditors.

Article 34. Reporting obligations.

Article 35. Annual report and quarterly reports.

Article 36. Communication of relevant facts.

Article 37. Board of creditors.

Chapter IV. Supervision and sanction regime.

Article 38. Supervisory function and sanctioning regime.

Article 39. Very serious infringements.

Article 40. Serious infringements.

Article 41. Minor infractions.

Article 42. Penalties.

Title IV. Improvements in the access and functioning of capital markets.

Article 43. Amendment of the Law 24/1988, of July 28, of the Stock Market.

Article 44. Amendment of Law 27/1999, of 16 July, of Cooperatives.

Article 45. Amendment of the recast text of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010, of 2 July.

Title V. Legal framework for participatory financing platforms.

Chapter I. Participatory funding platforms.

Article 46. Participatory funding platforms.

Article 47. Scope of territorial application.

Article 48. Reservation of activity and denomination.

Article 49. Participatory financing projects.

Article 50. Forms of participatory funding.

Article 51. Services of participatory financing platforms.

Article 52. Prohibitions.

Chapter II. Authorization and registration.

Article 53. Authorization.

Article 54. Record.

Article 55. Requirements for exercising the activity.

Article 56. Financial requirements.

Article 57. Application for authorization and registration.

Article 58. Modification of the authorization.

Article 59. Revocation, suspension and waiver of authorization.

Chapter III. Rules of conduct.

Article 60. General principles.

Article 61. General information obligations.

Article 62. Conflicts of interest.

Article 63. Related projects.

Article 64. Advertising.

Article 65. Conservation of information.

Chapter IV. On promoters and projects.

Section 1. General Requirements.

Article 66. Diligence on the admission and verification of the identity of the promoter.

Article 67. Requirements of the promoters.

Article 68. Limits to the number of projects and maximum fetch amount.

Article 69. Temporary and quantitative limits for the project.

Article 70. Information about the project.

Article 71. Responsibility for the participatory funding platform with respect to project information.

Article 72. Additional reporting obligations.

Article 73. Promoters ' responsibility for the published information.

Section 2. Additional Requirements for Loans.

Article 74. Eligibility of the loans granted.

Article 75. Information about the promoter that captures financing through loans.

Article 76. Information on loans.

Section 3. Requirements applicable to shares, units or other securities representing capital and obligations.

Article 77. Suitability of the issued values.

Article 78. Information about the promoter that issues values.

Article 79. Information about the offering of values.

Article 80. Requirements of the social statutes of the promoters.

Chapter V. Investor protection.

Article 81. Types of investors.

Article 82. Limits on investment in projects published on participatory financing platforms.

Article 83. Pre-investment information requirements.

Article 84. Investor expressions.

Article 85. Application of the right of protection for consumers and users.

Article 86. Application of consumer law to participatory financing platforms.

Article 87. Prohibition of loans or mortgage loans on projects with consumers.

Article 88. Warnings to be performed.

Chapter VI. Supervision, inspection and sanction.

Article 89. Inspection and sanction regime.

Article 90. Powers of the National Securities Market Commission and cooperation with the Banco de España.

Article 91. Communications to the National Securities Market Commission.

Article 92. Violations.

Article 93. Penalties.

Title VI. Strengthening the supervisory capacity of the National Securities Market Commission.

Article 94. Amendment of the Law 24/1988, of July 28, of the Stock Market.

Additional disposition first. Tax regime of credit financial institutions.

Additional provision second. Recognition of credit institutions in the framework 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 undertakings investment, and amending Regulation (EU) No 648/2012.

Additional provision third. Reduction of tariffs.

Additional provision fourth. Certificates of mortgage transmission.

Additional provision fifth. Regime applicable to the issuance of obligations by companies other than capital companies, associations or other legal entities.

Additional provision sixth. Improving the protection of financial services customers.

First transient disposition. Procedures for the authorisation of the creation of mutual guarantee companies in progress.

Second transient disposition. Adaptation to the new rules for mutual guarantee companies.

Transitional provision third. Transformation of credit financial institutions into payment institutions or hybrid electronic money institutions.

Transitional disposition fourth. Authorisation procedures in the course of credit financial institutions.

Transient disposition fifth. Accounting information to be submitted by credit financial institutions.

Transitional disposition sixth. Adaptation to the new rules for managing companies of securitisation funds.

Transitional disposition seventh. Transitional arrangements for securitisation funds.

Transient disposition octave. Transitional arrangements for the securitisations of future credit rights.

transient disposition ninth. Transitional arrangements for companies whose shares are being traded exclusively in a multilateral trading system, which reach a market capitalisation of more than EUR 500 million.

Transient disposition tenth. Issuance of obligations under Law 211/1964 of 24 December on the regulation of the issuance of obligations by companies that have not adopted the form of Anonymous, Associations or other legal persons and the constitution of the Union of Obligationists.

Transient disposition eleventh. Prior exercise of the activity of participatory financing platforms.

Repeal provision.

Final disposition first. Amendment of Law 22/2003, dated July 9, Bankruptcy.

Final disposition second. Amendment of Law 44/2002 of 22 November of Measures of Reform of the Financial System.

Final disposition third. Amendment of Law 35/2003 of 4 November of Collective Investment Institutions.

Final disposition fourth. Amendment of Law 26/2006 of 17 July on private insurance and reinsurance mediation.

Final disposition fifth. Amendment of Law 12/2012 of 26 December on urgent measures to liberalise trade and certain services.

Final disposition sixth. Amendment of Law 22/2014 of 12 November 2014 on the regulation of risk capital institutions, other closed-rate collective investment entities and the management companies of collective investment entities of a closed type, and by which Law 35/2003, dated November 4, is amended by Collective Investment Institutions.

Final disposition seventh. Amendment of Law 27/2014 of 27 November of the Company Tax.

Final disposition octave. Amendment of Law 41/2007 of 7 December amending Law 2/1981 of 25 March of Regulation of the Mortgage Market and other rules of the mortgage and financial system, of regulation of reverse mortgages and insurance dependency and for which a particular tax rule is established.

Final disposition ninth. Amendment of Law 16/2014 of 30 September, governing the fees of the National Securities Market Commission.

Final disposition tenth. Amendment of Law 10/2014 of 26 June of the management, supervision and solvency of credit institutions.

Final disposition eleventh. Competence title.

Final disposition twelfth. Regulatory enablement.

Final disposition thirteenth. Entry into force.

PREAMBLE

I

The ultimate function of the financial system and its most definitive contribution to economic activity is the efficient channelling of resources from agents with savings capacity to those in need of financing. This transmission of savings towards investment can be made in an intermediary way through banking institutions, or through direct access to capital markets, which relate investors and financial claimants. The proper functioning and proper regulation of both channels are two of the determinants of economic growth and job creation.

Spanish companies have traditionally been very dependent on bank financing, both for their investment needs and for their current operations. This dependence is even more pronounced in the case of smaller companies, the volume of which makes direct access to markets extremely difficult. In turn, SMEs constitute the majority share of Spanish business and are, as a whole, the country's main employer, and therefore a restriction on access to bank credit, which is due to problems initially Strictly financial, it has a very significant impact on the economy as a whole. The role of the SME in an economy developed as ours is not exhausted in its contribution to the growth of national income, consumption or generation of employment, but is also manifested in welfare and social stability and The country's economy.

The effects of this strong bank have been noticeable in the Spanish economy in recent years. During the last stage of expansion, credit to non-financial firms and households grew at rates that tripled economic growth. Since 2009, however, there has been a very sharp reduction in credit, which has intensified in the years 2012 and 2013. This restriction on credit volume has been accompanied by a parallel increase in its cost. This context is, again, especially accused for SMEs, mainly due to the existence of less information on their creditworthiness, which makes it difficult and expensive to assess the pre-financing risk assessment.

For all of the above, it is necessary to set in motion a strategic change in the regulations, based on a strict analysis of its effects on the various sources of financing of the Spanish economy. To this end, a set of measures is articulated with a dual purpose. The first is to make bank financing available to SMEs more accessible and flexible, and part of the conviction of the need to enhance the recovery of bank credit, given its vital importance in our financial system. The second aims to advance the development of alternative means of financing, laying the necessary regulatory bases to strengthen sources of direct corporate financing or non-bank financing in Spain.

II

Title I incorporates two new developments aimed at encouraging the banking financing of SMEs. The first of these, as set out in Chapter I, provides for the obligation for credit institutions to notify SMEs in writing and in good time of their decision to cancel or significantly reduce the flow of funding. has been granted. In this way, the SME will have sufficient time to find new ways of financing or to adjust its treasury management, so that such interruption or reduction of the credit supply does not generate surprise liquidity problems that difficulties or even make any readjustment impossible. This notice is accompanied by the obligation of the credit institution to provide the SME, in a standardised format according to the criteria of the Banco de España, information on its financial situation and payment history. In this way, the SME will be able to initiate the search for alternative sources of financing more easily, making the best use of its financial information. With the same aim of tackling at least partially the problem of information asymmetry which makes it difficult and more expensive for SMEs to access finance, the obligation of institutions to make available to them is also included in this chapter. a report on the credit rating of SMEs, based on the common methodology and models to be developed by the Banco de España. This report should become an effective tool for assessing the risk of Spanish SMEs in comparable and reliable terms, based on the combination of quality financial information, provided by the institutions, and a appropriate and standardized methodology, elaborated by the supervisor.

It is also intended to facilitate the access of SMEs to bank credit by reforming the legal regime of mutual guarantee companies. In this sense, the Law modifies the operation of the guarantee that the Spanish Company of Reafirenciation lends to these companies, as it makes explicit that such a guarantee will be activated before the first non-compliance of the society of mutual guarantee. It is thus intended to ensure that credit institutions properly value the collateral provided by the Spanish Reafirenión Company, which should be reflected in an improvement in the credit conditions offered to SMEs. In addition, the system of suitability of directors and directors of credit institutions is extended to mutual guarantee societies, in response to the current demands to strengthen and improve the corporate governance of companies. entities operating in the financial markets. The inclusion of strict criteria of good repute, experience and good governance will help to increase the level of professionalization in these entities. Moreover, the administrative burden is reduced by the removal of the obligation that the relations between the mutual guarantee companies and the partner, in whose favour a guarantee would have been granted, be formalised in public or policy writing. interface.

Title II includes the new legal regime for credit institutions, which is motivated by the recent approval of Law 10/2014 of 26 June on the management, supervision and solvency of credit institutions. credit which, in turn, incorporates the European rules on the solvency of credit institutions. In adaptation to this new regulation, credit institutions lose their status as credit institutions but keep their inclusion within the perimeter of supervision and strict financial regulation intact. This title not only clarifies and regularises its legal status, but also modernises it and adapts it to the current requirements of the financial markets, so that this opportunity is used to encourage the development of this funding channel. relevant in particular for the financing of retail consumption. The whole of this new regulation is based on the general maintenance, and all effects, of the legal regime previously applicable to these establishments, with the appropriate singularities that are determined in this Law.

On the other hand, an instrument that has historically favored the growth of financing has been securitisation, which allows a set of liquid financial assets to be transformed into marketable and liquid instruments. which generate fixed frequency cash flows. In the economic growth stage, the securitisations grew in Spain at a higher rate than in other countries in their environment, reaching our country as one of the largest emitters of this type of securities in Europe. The outbreak of the international financial crisis in 2007 meant that the use of this financing instrument was interrupted, the legal regime of which should now be reviewed in order to revitalise it.

The reform of the securitisations regime, contained in Title III, is based on three axes which, in line with international trends, will increase the transparency, quality and simplicity of the securitisations in the Spain. First of all, in view of the enormous regulatory dispersion existing in the Spanish legal system of securitisations, this Law operates its necessary recasting, in order to ensure the coherence and systematic of all the precepts that discipline this matter, providing greater clarity and legal certainty to the regulatory framework. In this respect, it is worth noting that they are unified in a single legal category, so far, called asset-securitisation funds and mortgage-backed securities. However, the mortgage securitisation funds existing at the time of entry into force of the Act will cohabitate with the new asset-securitisation funds until they are progressively extinguished. The second guiding principle of this law is to bring our legal regime closer to that of other European jurisdictions that are more advanced in this area. To this end, the operational of these instruments is relaxed, and those obstacles that prevent the replication in Spain of certain innovative strategies of proven success and usefulness in countries of our environment are suppressed. Finally, the requirements for transparency and investor protection, in line with international best practices, are substantially strengthened and the functions to be fulfilled by management companies which, in all circumstances, are specified. case, shall include the administration and management of the assets grouped in the securitisation funds, without prejudice to the impact on the securitisation fund of the corresponding expenditure, in accordance with the provisions of the articles of association.

III

A fully developed and advanced economic system requires capital markets that, from a solid and stable basis, effectively channel the supply of funds to the productive fabric and to the real economy. The development of these direct financing mechanisms will encourage greater diversification of the sources of financing for Spanish companies. In this way, it would be avoided that, in the future, the tensions in the interbank markets have an impact so heavily on the financing capacity of Spanish companies, reducing the vulnerability of our economy to crises. credit.

To this end, a number of improvements in the access of companies to capital markets are included in Title IV. First, it introduces reforms in the Law 24/1988 of 28 July of the Stock Market, in order to promote the transit of companies from a multilateral trading system to an official secondary market. After several years of activity in a multilateral trading system, some companies may consider, within their expansion strategy, going to be listed on an official secondary market to increase their funding possibilities. For this reason, this transit is facilitated by reducing some requirements for a transitional period of two years. This forecast is complemented by the obligation for companies that reach a higher capitalisation volume to apply for admission to trading on a regulated market. In this way, it is ensured that companies whose development in a multilateral trading system already gives them a significant capitalisation, with the equivalent effect on the markets, are automatically linked by their own requirements. of official markets, such as the application of corporate governance regulations.

The second block of reforms to facilitate access to capital markets concerns the issuance of bonds. Through reforms in the recast text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010, of July 2, and in Law 27/1999, of July 16, of Cooperatives, the financing is facilitated by means of income setting out the provisions of the current regulation on the functioning of the capital markets, in the light of the Law of 17 July 1951 on the legal status of companies. Among other reforms, the limit to the current emissions limit is eliminated, for which the public limited companies and the companies that share the shares could not issue bonds beyond their own resources. On the other hand, the prohibition on limited liability companies is eliminated from issuing obligations, although a number of safeguards are introduced to avoid excessive indebtedness. In addition, the demand for the formation of a union of bondholders, which until now was obligatory for any broadcaster established in Spain, is rationalized. Thus, the reform determines that the constitution of the union in the terms established in the recast of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010, of July 2, will be mandatory in those situations in those necessary to ensure adequate protection of the Spanish investor.

Title V establishes for the first time a legal regime for participatory financing platforms, covering activities commonly referred to as "crowdfunding". These platforms, which constitute a novel financial disintermediation mechanism developed on the basis of new technologies, have grown significantly in recent years. "crowdfunding" is a phenomenon with various manifestations, although it is only intended to regulate here the figures in which the financial component of the activity is prime or, in other words, in which the investor expects to receive a remuneration would be in cash for its participation, thus leaving out the scope of this standard to "crowdfunding" instrumented by means of purchase or donations.

Participatory financing platforms put in contact project promoters who demand funds through the issuance of securities and social interests or through the application of loans, with investors or bidders of funds that are looking for a return on investment. In this activity, two characteristics stand out, such as the massive participation of investors who finance small projects with small amounts of high potential and the risky nature of such investment. While it might be thought that it is small investors who finance projects on these platforms, international experiences suggest that professional investors, here referred to as accredited investors, are also betting on for participatory financing projects, providing the platforms that publish them a useful filtering service for potentially viable projects.

In Title V this phenomenon is addressed from a triple dimension. First, the legal regime of entities called participatory financing platforms is established. Second, it regulates and reserves its activity to authorized entities, in order to strengthen the development of this sector and, at the same time, safeguard the necessary financial stability, thus contributing to the principles of necessity and proportionality as referred to in Article 5 of Law 20/2013 of 9 December 2013 on the guarantee of a market unit. Thirdly, and finally, the rules applicable to the agents using this new channel of financing are clarified. The aim is, on the one hand, to clarify the regulation which should be applicable today, and, on the other, to adjust it in the interests of the difficult balance between a regulation that enhances this activity and at the same time ensures an adequate level of investor protection.

In relation to the legal regime of participatory financing platforms, authorization and registration requirements are established with the National Securities Market Commission. In terms of its operational activity, the regulation is based on the objective of ensuring the neutrality of the participatory financing platforms in their relationship between investors and promoters. It should also be highlighted, the ban on offering services such as financial advice, which would bring platforms closer to other types of already regulated and supervised entities. Finally, the Law does nothing but remember the prohibition of taking funds intended to make payments in their own name for the account of clients, without having the mandatory authorization of payment institution. The aim is to minimise the risk faced by investors and promoters in the face of the platform.

In any case, it must be clear that the investment in these projects is inherently risky both because the developer may be unable to return or remunerate the funds received, as well as the fact that the platform, in its the role of an intermediary and without prejudice to the diligence that should be required, it does not at any time guarantee the solvency or viability of the promoter. However, given that it is not possible to eliminate the risk that investors have against promoters, the standard provides the first tools for at least mitigating and managing such risks. In this sense, measures such as the limits to the volume that each project can capture through a platform of participative financing, the limits to the maximum investment that an uncredited investor can realize and the obligations information so that any investment decision has been properly reasoned. In addition, as in the case of investment services provided in relation to complex financial instruments, it will be required that, without prejudice to the relevant investor's signature, an expression of the investor's signature is required. has been duly warned of the risks. This ensures that a conscious and well-informed willingness to invest funds in risky assets, but at the same time with high performance potential, is ensured.

Finally, it should be remembered that participatory finance platforms open a new channel whereby developers, sometimes with consumer consideration, can apply for funding. Given that part of the financing for consumption could be channelled through this new phenomenon, it is appropriate to adjust and clarify the applicable rules by ensuring an equivalent level of protection, which at the same time takes account of the singularity that involves applying for funding to a large number of investors. Finally, it must be said that the legislator cannot return to the fact that the new technologies allow natural and legal persons resident in a territory to invest abroad. Therefore, this Law does not prevent investors and promoters located in Spain from accessing platforms providing services outside the national territory, but it does clarify the terms in which this passive marketing may occur without being subject to the regime of this Law.

Finally, Title VI contains a modification of the powers of the National Securities Market Commission to deepen its functional independence and strengthen its supervisory powers, in the interests of the best performance of its mandate to ensure the transparency of the securities markets, the correct formation of prices in the securities markets and the protection of investors. For these purposes, new powers are granted, such as the ability to use new supervisory instruments and to dictate technical guidelines, which, although they are not directly binding, are set up as an instrument of great support for to direct the sector on the best way to comply with ever more complex and more complex financial legislation. It also receives the full powers of authorisation and revocation of entities operating in the securities markets and the imposition of very serious infringements, which up to now have been the responsibility of the Minister for Economic Affairs and Competitiveness.

Among the final provisions, particular mention should be made of the fifth, which amends Law 12/2012 of 26 December, of urgent measures to liberalize trade and certain services. With the adoption of this Law, the time limits for the start of the activities have been speeded up and reduced, and the business initiative in the field of internal trade has been facilitated by the elimination of previous municipal licenses. opening, installation, operation, changes of ownership and certain works of conditioning affecting the beginning and the exercise of the commercial activity and the provision of certain services provided for in the Annex thereto, carried out through permanent establishments whose area of exposure and sale to the public does not exceed 750 m², and replace them with responsible statements or prior communications that they enable from the moment of their presentation for the immediate exercise of the activity, without the need to wait for administrative delivery

Since its entry into force, the impact of the level of implementation of the Law measures on the opening of new establishments has been positively assessed and measures have been implemented for their effective implementation.

To comply with the final provision of Law 12/2012 of 26 December 2012, in compliance with the provisions of Title IX of Law 30/1992, of 26 November, of the Legal Regime of the Administrations Public and the Common Administrative Procedure, with the impulse of the necessary mechanisms of collaboration and interadministrative cooperation, and through this Law, a system of sanctioning is established to make possible the exercise of the (a) the right to sanction by the public authorities in the event of non-compliance with the established in Title I of Law 12/2012 of 26 December. In this way, the basic sanctioning framework to be respected by the Public Administrations is provided, it helps to clarify the delimitation of responsibilities, and guarantees the necessary legal certainty of the operators, who must know anticipated the consequences of their potential defaults.

TITLE I

Enhancements to Bank Financing for Small and Medium-sized Enterprises

CHAPTER I

Rights of SMEs in case of cancellation or reduction of funding flow

Article 1. Notice of termination or decrease of funding flow to an SME.

1. A credit institution shall notify by any means that it permits the receipt and at least three months ' prior notice of its intention not to extend or to extinguish the flow of financing which it has granted to an SME or a decrease by a value equal to or greater than 35 percent.

2. The three-month period provided for in the preceding paragraph shall be calculated on the basis of the maturity date of the largest credit agreement of which the financing flow is composed.

3. For the purposes of this Title, the following definitions shall

:

(a) Financing flow, the set of credit agreements under the form of credit opening, commercial discount, advance payment, deferred payment, transfer of credits or any other that meet an equivalent function of financing granted to an SME by a single credit institution.

(b) Extension of the funding stream, the extension of the financing contracts or the conclusion of new ones, under conditions and for a similar overall amount, taking into account market conditions.

c) Decline by 35% or more of the flow of financing, the extension of all or some of the contracts in force or the conclusion of new contracts, where the carryovers or new contracts to be concluded during a period of Three months ' time shall, in aggregate terms, assume that the overall amount of funding is less than 35% of the total amount compared to the existing one at the time the notice was to be notified.

(d) SME, micro-enterprise, small or medium-sized enterprise in accordance with Commission Recommendation 2003 /361/EC of 6 May 2003 on the definition of micro, small and medium-sized enterprises, including natural persons which exercise economic activities, in accordance with Article 1 of Law No 20/2007 of 11 July of the Statute for an autonomous work.

4. The following assumptions are excluded from the obligation set out in paragraphs 1 and 2:

(a) Where the maximum duration of the funding stream, including any extensions of the contracts that make up it, is equal to or less than three months.

(b) Where the SME is legally declared in the competition of creditors, where negotiations have been initiated to reach an agreement to refinance those provided for in Article 71a and in the fourth or fourth additional provision Extra-judicial settlement of payments as provided for in Title X of Law 22/2003 of 9 July, Insolvency.

(c) Where the credit institution has terminated the contract for non-compliance with the SME's obligations.

(d) Where the contracts that make up the financing flow have been terminated by common agreement or where the agreement is not extended or is reduced by a sum equal to or greater than 35% by common agreement.

(e) Where the credit institution terminates business relationships or operations with the SME by virtue of the provisions of Law 10/2010 of 28 April 2010 on the prevention of money laundering and terrorist financing.

(f) Where the credit institution justifies on objective grounds that the financial conditions of the SME, or, where appropriate, the third debtor whose claims have been transferred by the SME to the credit institution, and always and where the funding granted on the basis of these transferred credits represents a substantial amount to the funding stream, it has worsened in a significant and significant way over the three months after the date on which it should have been made the notification. This justification shall be notified in writing to the SME.

Article 2. Financing-SME Information.

1. Within 10 working days of the notification provided for in the previous Article, the credit institution shall provide the SME free of charge with a document entitled 'Financial and SME Information' based on the whole of the information that has been collected from it in relation to its funding flow. The information shall be based on the historical data at the disposal of the credit institution and shall include at least the following elements:

(a) The last four statements of data relating to the SME, as well as those at the end of each quarter of the last five years preceding the notification, referred by the reporting credit institution to the Risk Information Center in accordance with the provisions of Law 44/2002, of November 22, of Measures of Reform of the Financial System, and in its implementing rules.

(b) Data which, where appropriate, have been communicated by the credit institution to those undertakings which are engaged in the provision of information services relating to the credit worthiness and credit provided for in Article 29 of the The Organic Law 15/1999, of 13 December, of Protection of Personal Data.

c) The credit history, which shall include the following data for the five years preceding the notification:

1. º A ratio of historical and current credit and outstanding amounts of amortization,

2. a chronological relationship of the unpaid obligations with their details or, failing that, the express statement that the SME has fully complied with its obligations,

3. a status of the current default situation,

4. a list of creditors ' competitions, refinancing or extrajudicial agreements on payments, liens, enforcement procedures and other judicial incidents related to the SME in which the entity is a party credit, and

5. a relationship of insurance contracts linked to the financing flow. For this purpose, the contract staff shall be considered as insurance partners within the period of six months prior to or after the completion of any of the loan or credit agreements that make up the flow of financing or any of its extensions.

d) Extract of the movements made during the last year in the contracts of the funding stream of the SME.

e) The risk rating of the SME in the standardised terms to be established in accordance with the provisions of paragraph 3 of this Article.

2. Without prejudice to the provisions of the previous paragraph for cases of termination or reduction of the flow of funding, SMEs shall also have the right to request the Financial and SME Information at any time and in a manner stalwarts. In these cases:

(a) The credit institution may require the SME to pay a price for this service which, under no circumstances, will exceed the cost of the preparation and making available of the Financing-SME Information. The Banco de España may fix the maximum price to be charged for this service.

(b) The credit institution shall make such information available to the SME within 15 working days from the day following that of the application.

3. The Banco de España will specify the content and format of the Financial Information-SME. You will develop a template-template that will need to be completed by entities to move this information clearly and easily understandable.

The Bank of Spain will also establish the template-template and methodology for the elaboration of the standard credit quality assessment report of the SME referred to in paragraph 1 (e) of this article.

Article 3. Irrenunciation of contractual rights and information.

The rights recognized in this chapter are indispensable. Credit institutions shall include in the contractual information references to the rights of SMEs listed in the previous Articles.

Article 4. Supervision and sanctioning regime.

1. The Bank of Spain shall monitor compliance with the obligations under this Title.

2. Failure to comply with the obligations laid down in the preceding Articles shall be considered as a serious infringement in accordance with the provisions of Law 10/2014 of 26 June of the management, supervision and solvency of credit institutions, and of minor infraction when the non-compliance is occasional or isolated.

CHAPTER II

Enhancement of the legal regime of mutual guarantee societies and reafirenchment companies

Article 5. Amendment of Law 1/1994 of 11 March on the Legal Regime of Reciprocal Guarantee Societies.

Law 1/1994 of 11 March on the Legal Regime of Reciprocal Guarantee Societies is amended as follows:

One. A new wording is given to Article 10, in the following terms:

" Article 10. Arrangements applicable to guarantees granted by mutual guarantee companies.

1. The status of partners of persons guaranteed or guaranteed by the mutual guarantee company shall not affect the legal status of guarantees and guarantees granted, which shall be of a commercial nature and shall be governed in the first place by the agreements. If they exist, and, secondly, by the general conditions contained in the Statutes of the society, provided that both one and others are not contrary to legal norms of an imperative nature.

2. The guarantees referred to in the legal provisions which require and regulate the provision of guarantees in favour of public administrations and bodies may be granted by mutual guarantee companies, with the limitations that specifically set out the applicable legislation.

3. A maximum mortgage may be established in favour of mutual guarantee companies. "

Two. A paragraph in Article 11 (1) is added with the following wording:

"By virtue of the reaval, the reavalist will be liable to the creditor in case of non-compliance with the first requirement of the guarantor for whom it was forced, in the terms that are defined in the contracts of reaval."

Three. Article 43 (2) is amended as follows:

" 2. All members of the Board of Directors of mutual guarantee societies shall be persons of recognized commercial and professional repute, have adequate knowledge and experience to perform their duties and be in willingness to exercise good governance of the entity. The requirements of good repute and knowledge and experience must also be met in the general or similar directors, as well as those responsible for the internal control functions and the persons holding key positions for the daily development of the entity's activity.

For these purposes, the assessment of suitability shall be in accordance with the criteria and procedures for checking the good repute, experience and good governance established for credit institutions.

Mutual guarantee companies shall establish appropriate internal units and procedures to carry out the selection and ongoing assessment of the members of their Board of Directors, their Directors-General or assimilated, and those responsible for internal control functions and persons holding other key positions for the daily development of banking activity in accordance with this Law. "

TITLE II

Legal regime of credit financial institutions

Article 6. Credit financial institutions.

1. Undertakings which, without the consideration of a credit institution and subject to the authorization of the Minister for Economic Affairs and Competitiveness, are engaged in a professional capacity to exercise one or more credit institutions may be established as credit institutions. several of the following activities:

a) The granting of loans and loans, including consumer credit, mortgage credit and commercial transaction financing.

b) "factoring", with or without recourse, and the complementary activities of this activity, such as those of research and classification of the clientele, accounting of debtors, and in general, any other activity that stores to encourage the administration, evaluation, security and financing of the appropriations allocated to them.

c) Financial leasing, including the following complementary activities:

1. Maintenance and preservation activities of the assets transferred.

2. A Financing Concession connected to a financial, current, or future lease operation.

3. Intermediation and financial leasing operations management.

4. Non-financial leasing activities that may or may not be supplemented by a purchase option.

5. Business Advice and reports.

d) The granting of guarantees and guarantees, and the subscription of similar commitments.

e) The granting of reverse mortgages, including those regulated in the first provision of Law 41/2007, of 7 December, amending Law 2/1981 of 25 March of Regulation of the Mortgage Market and Other rules of the mortgage and financial system, the regulation of reverse mortgages and dependency insurance and for which a certain tax rule is established.

Also, credit financial institutions may develop other ancillary activities that are necessary for the performance of the above activities, in the terms that are provided for in their Statutes. social.

2. Credit institutions which, in addition to one or more of the activities set out in the preceding paragraph, carry out one of the payment services defined in Article 1 of Law 16/2009 of 13 November 2009, payment services shall be required to apply for administrative authorisation in accordance with Article 11. These entities shall have the consideration of hybrid payment institutions and shall be applicable to them, without prejudice to the provisions of this Law, the specific rules of such entities.

3. Credit institutions which, in addition to one or more of the activities set out in paragraph 1, issue electronic money in accordance with the terms laid down in Article 1.2 of Law 21/2011 of 26 July 2011 electronic, they shall be required to apply for administrative authorisation in accordance with Article 11. These entities shall have the consideration of hybrid electronic money institutions and shall be applicable to them, without prejudice to the provisions of this Law, the specific rules of such entities.

4. Credit institutions shall not be able to attract repayable funds from the public. However, the collection of repayable funds by issue of securities subject to the Law 24/1988 of 28 July of the Securities Market and its implementing rules may be effected subject to the requirements and limitations of the securities market. establishments are specifically established.

Credit institutions may securitize their assets, in accordance with the provisions of the legislation on securitisation funds.

Article 7. Legal regime.

1. Credit institutions shall be governed by the provisions of this Title and their implementing rules and, in the case of all that is not provided for in that Regulation, their legal status shall be that provided for by credit institutions.

2. In particular, the regulation on significant holdings, suitability and incompatibilities of senior positions, corporate governance and solvency contained in Law 10/2014 of 26 June, of 26 June, will apply to credit institutions. management, supervision and solvency of credit institutions, and their development rules, as well as the rules on transparency, the mortgage market, the insolvency regime and the prevention of money laundering and the financing of terrorism planned for credit institutions.

3. In any event, the provisions of the third provision of Law No 3/2009 of 3 April 2009 on structural modifications of commercial companies, on the regime, will be applied to the financial institutions of credit. applicable to the operations of global or partial disposal of assets and liabilities between credit institutions.

Article 8. Naming reservation.

1. The name 'financial establishment of credit', as well as its abbreviation 'EFC', shall be reserved for these entities, which shall be obliged to include them in their social name.

2. The name 'financial establishment of credit-institution for payment', as well as its abbreviation 'EFC-EP', shall be reserved for credit institutions with the consideration of a hybrid payment institution, who, They may be included in their social name. Credit institutions which do not make use of this name shall in any event use the name provided for in paragraph 1.

3. The name 'financial establishment of credit-institution of electronic money', as well as its abbreviation 'EFC-EDE', shall be reserved for credit institutions which have the consideration of an electronic money institution. Hybrid, who, in their social name, can optionally include it. Credit institutions which do not make use of this name shall in any event use the name provided for in paragraph 1.

Article 9. Authorization and registration.

1. The Minister of Economy and Competitiveness, prior to the report of the Bank of Spain and the executive service of the Commission on the Prevention of the Laundering Of Capital And Monetary Violations in the aspects of its competition, will authorize the creation of credit financial institutions in accordance with the procedure laid down in the rules of procedure.

2. The application for authorisation shall be settled within three months of its receipt by the competent body, or at the time of completion of the required documentation and, in any event, within 12 months of its receipt. Where the application is not settled within the time limit, it may be deemed to be dismissed.

3. The conditions for the exercise of the activity of the credit institutions, the grounds for refusal of the authorisation, as well as the specialities in the approval of establishments shall be laid down. credit finance subject to the control of foreign persons.

4. As not provided for by this Law and its implementing legislation, the procedure for authorization, revocation, waiver and expiration established for credit institutions in Law 10/2014, of June 26, of ordination, supervision and solvency will apply. of credit institutions and their development regulations.

5. Once the authorization has been obtained and after its incorporation and registration in the Commercial Registry, the credit financial institutions must, before starting their activities, be registered in the Special Register of establishments credit finance to be created at the Banco de España. The entries in this Special Register, as well as the casualties, will be published in the "Official State Gazette".

Article 10. Authorization of structural modification operations.

The merger, division or global or partial transfer of assets and liabilities in which a credit institution is involved must be authorized by the Minister of Economy and Competitiveness, according to the the procedure to be regulated. The entity resulting from the merger of two or more credit institutions may carry out the activities for which the merged establishments are authorised.

Article 11. Authorization of hybrid entities.

1. Undertakings which intend to establish themselves as credit institutions and, in turn, to provide payment services, shall require a single specific authorisation to enable them to carry out their activities and which shall be the responsibility of the Minister. The Bank of Spain and the Executive Service of the Commission on the Prevention of Money Laundering and Monetary Violations report on the aspects of their competition. Once the authorization is granted, they will have the consideration of hybrid payment entities.

Likewise, companies that intend to be established as credit financial institutions, and in turn, issue electronic money, will require a single specific authorization that empowers them to carry out their activities and It will be up to the Minister of Economy and Competitiveness to report on the Bank of Spain and the Executive Service of the Commission on the Prevention of Money Laundering and Monetary Violations in the aspects of its competition. Once the authorization is granted, they will have the consideration of electronic money institutions.

2. Credit institutions already authorised to carry out payment services shall, for these purposes, apply for authorisation to operate as a hybrid payment institution in accordance with the provisions of Law 16/2009 of 13 December 2013. November, payment services, and their development regulations.

Likewise, already authorized credit financial institutions that intend to issue electronic money shall, for these purposes, request authorization to operate as a hybrid electronic money entity in accordance with the provided for in Law 21/2011, of 26 July, of electronic money, and its implementing rules.

Article 12. Supervision and solvency.

1. The Bank of Spain shall be responsible for the supervisory role of credit institutions in accordance with Title III of Law 10/2014 of 26 June 2014 on the management, supervision and solvency of credit institutions, with the adaptations which, where appropriate, are to be determined. This competence shall be extended to any office or centre, within or outside the Spanish territory, and, in so far as the fulfilment of the tasks entrusted to the Bank of Spain so requires, to the companies which are incorporated in the credit financial establishment.

2. The solvency rules applicable to credit institutions shall be as laid down in Law No 10/2014 of 26 June 2014 and their implementing rules, with the particularities to be provided for in regulation.

In particular, the provisions of the following shall not apply to credit financial institutions:

(a) Article 30 of Law 10/2014 of 26 June 2014 and of the sixth part 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 for which Regulation (EU) No 648/2012 is amended.

(b) Articles 44 and 45 of Law 10/2014 of 26 June relating to the obligation to maintain a capital conservation buffer and a countercyclical capital buffer in respect of those credit institutions which have the status of smes, in accordance with the provisions of Commission Recommendation 2003 /361/EC of 6 May 2003.

3. Credit institutions shall have at least a minimum amount of liquid assets adapted to the legal nature and specificities of their business model. The above requirement will be specified in a regulation so that, in any case, the financial establishment of credit can:

(a) To deal with potential outflows from liabilities and liabilities, including in the event of serious events that might affect liquidity, and

(b) maintain an adequate structure of sources of financing and maturities in their assets, liabilities and commitments in order to avoid potential imbalances or liquidity strains that may damage or risk the financial situation of the entity.

Article 13. Reporting obligations of credit financial institutions.

1. Credit financial institutions and consolidated groups of credit institutions shall provide the Bank of Spain and make public its financial statements.

Also, credit financial institutions will submit their annual accounts to the audit of accounts, in accordance with the provisions of the consolidated text of the Audit of Accounts Law, approved by the Royal Decree Legislative 1/2011, July 1, adjusting the economic year to the calendar year. The audit report shall be submitted to the Banco de España.

2. Without prejudice to Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards and the accounting rules laid down in Law 24/1988, On 28 July, the Securities Market and other commercial legislation resulting from its application, the Minister for Economic Affairs and Competitiveness may establish and amend the accounting standards and the models to be taken into account by the Member States. the financial institutions of credit institutions, such as the consolidated financial statements, with the limits and specifications to be determined, providing for the frequency and detail with which the relevant data should be supplied to the Bank of Spain and made public on a general basis by its own financial institutions of credit. In the use of this power, the exercise of which may be entrusted to the Banco de España, the National Securities Market Commission or the Accounting and Audit Institute, the Minister of Economic and Monetary Affairs, the National Securities and Exchange Commission, or the National Securities and Exchange Commission. restrictions that the requirement that the advertising criteria be homognegots for all financial institutions of credit of the same category a and annegos logos for the various categories of financial institutions of credit.

The ministerial order in which the habilitation is established will determine the reports which, where appropriate, will be required for the establishment and modification of the standards and models, as well as for the resolution of the consultations on that regulation.

Article 14. Sanctioning regime.

Financial credit institutions shall be applicable to them, with the adjustments they may regulate may be determined by virtue of the specificities of their legal arrangements in relation to that of credit institutions, the sanctioning regime provided for in Title IV of Law 10/2014 of 26 June 2014 on the management, supervision and solvency of credit institutions.

TITLE III

Legal framework for securitisations

CHAPTER I

The securitisation funds

Article 15. Securitisation funds and their compartments.

1. Securitisation funds are separate assets, lacking legal personality, with net worth of equity, integrated:

(a) In terms of its assets, by credit, present or future rights, which shall be grouped in accordance with the provisions of Article 16 and

(b) as to its liability, for the fixed income securities issued and for the credits granted by any third party.

2. The assets of the securitisation funds may, where provided for in the instrument of incorporation, be divided into separate compartments, under which securities may be issued or obligations of different classes may be assumed. may be settled independently.

The equity portion of the securitisation fund attributed to each compartment shall be exclusively responsible for the costs, expenses and obligations expressly attributed to that compartment and for the costs, expenses and liabilities that are not have been expressly attributed to a compartment in the proportion to be fixed in the public deed of incorporation of the fund or in the supplementary public deed. The creditors of a compartment may only make their claims against the assets of that compartment effective.

Article 16. Asset of the securitisation funds.

1. Assets belonging to one of the following categories may be incorporated into the asset of a securitisation fund:

(a) Credit rights that appear in the asset of the transferor. This letter shall be understood to include mortgage holdings corresponding to loans which meet the requirements laid down in Section 2 of Law 2/1981 of 25 March on the regulation of the mortgage market, as well as mortgage transfer certificates. Securities issued by securitisation funds that integrate into their active mortgage holdings or certificates of mortgage transmission shall have the consideration of mortgage securities of that Act 2/1981 of 25 March.

(b) Future credit rights that constitute revenue or collections of known or estimated magnitude, and whose transmission is contractually formalised in such a way as to be unequivocally and reliably proven, the transfer of ownership. Future credit rights shall be understood as:

1. The right of the concessionaire to charge the toll of motorways, taking into account the special rules regarding the relevant administrative authorisation and the legal regime applicable to the concession.

2. º The remaining rights of a similar nature to the previous rights that are determined by the circular of the National Securities Market Commission.

2. Securitisation funds may acquire the ownership of the assets in any way, either through their transfer, acquisition, subscription in primary markets or through any other means admitted in law.

3. The domain and other real rights in the property belonging to the securitisation funds may be entered in the Land Registry. Ownership and other real rights may also be entered in respect of any other assets belonging to the securitisation funds in the relevant records.

4. The securitisation funds shall be applicable to them, in respect of loans and other credit claims they acquire, the scheme which in favour of the holders of mortgage holdings is provided for in the final paragraph of Article 15 of the Treaty. Law 2/1981, of March 25, of regulation of the mortgage market.

Article 17. Transmission of assets.

Transmission of assets to a securitisation fund shall meet the following requirements:

(a) Both the transferor and, where applicable, the issuer of the securities created for incorporation into a securitisation fund, shall have at the time of the establishment of the fund of at least audited accounts of the two Last exercises.

The National Securities Market Commission may refuse to set up a securitisation fund when the audit report of the last financial year of the transfer or issuer of the securities present is subject to the judgment of the , they could affect the assets to be securitised.

The National Securities Market Commission may dispense with this letter or require audited accounts for a lower period when the transmitting entity is newly established.

Also, this requirement will not be applicable when:

1. The securities issued by the fund are not to be traded on an official secondary market or in a multilateral trading system and are intended solely for qualified investors.

2. The guarantor or debtor of the assets to be transferred is the State, an Autonomous Community, a Local Administration or an international body of which Spain is a member.

(b) The transmittal shall report in all Annual Memories on the transmission operations of current and future credit rights affecting the respective financial years, including any type of transaction that ensure the good end of the transfer process.

c) Transmissions of assets to the fund will be formalized in contractual document that accredits the business.

d) In any new incorporation of assets to the securitisation funds, the management company shall submit to the National Securities Market Commission for incorporation into the register referred to in Article 92.o of the Law 24/1988 of 28 July of the Stock Market, a document also signed by the transmitting entity and which will contain:

1. The detail of the assets to be incorporated and their characteristics, with the same degree of concreteness with which the assets grouped in the public writing of the fund were related.

2. º Declaration that new assets meet the requirements set forth in the public deed of constitution.

Article 18. Liabilities of the securitisation funds.

1. The liability of the securitisation funds shall include the fixed income securities issued and the credits granted by any third party.

2. Securities issued may be traded on an official secondary market or in a multilateral trading system and may differ from each other in respect of the interest rate, the time limit and the form of depreciation, the right of payment in the recovery or any other features.

3. Without prejudice to differences which may be established between their different series, to the establishment of the fund, the flows of principal and interest provided for the assets grouped in the fund shall be sufficient to deal with the flows of principal and expected interest for liabilities issued by the fund.

4. In accordance with the provisions of this Law, management companies may, in order to increase security in the satisfaction of the economic rights of the securities issued, neutralize the differences in interest rates between the assets grouped in the fund and the liabilities issued by him or, in general, to transform the financial characteristics of all or some of these liabilities, to take into account the financial swap fund, insurance contracts, reinvestment contracts at the rate of interest guaranteed or other financial transactions the purpose of which is to be identified.

5. Securitisation funds may provide guarantees in favour of other liabilities issued by third parties.

Article 19. Synthetic securitisation.

1. Securitisation funds may be securitised in a synthetic form, loans and other credit claims, taking into account all or part of the credit risk thereof, by hiring third-party credit derivatives, or by means of the granting of financial guarantees or guarantees in favour of holders of such loans or other credit claims.

2. The asset of securitisation funds carrying out synthetic securitisation transactions may be made up of deposits with credit institutions and fixed income securities traded on official secondary markets, including those acquired through the asset lease operations.

Such deposits and securities may be ceded, pledged or taxed in any form as a guarantee of the obligations assumed by the fund against its creditors, in particular against the counterparties of credit derivatives. and temporary disposals of assets.

3. Synthetic securitisation operations shall be governed by the provisions of this Law with the adaptations which, where appropriate, are to be determined in accordance with the rules. For these purposes, references to transfers of credits, transferors and assets transferred or incorporated into the fund shall be construed as references to credit derivative contracts, the counterparties to such contracts and the credit rights of the a reference for which the risk is transmitted to the fund under the same.

Article 20. Securitisation funds closed.

1. Closed securitisation funds shall be considered as closed securitisation funds where their constitution deeds do not provide for incorporation of assets or liabilities after their establishment.

Without losing the above consideration, the writing of the establishment of the closed securitisation funds may provide for a maximum period of four months from the date of the establishment during which assets and liabilities may be incorporated into the a maximum volume.

2. In any case, asset substitution and sub-healing rules may be established in the following assumptions:

a) Early amortization of the assets grouped in the fund.

b) Subhealing of hidden vices of the initially integrated assets, when it is established after the establishment of the fund that they do not have the attributes provided for in the prospectus or in the writing of the constitution.

3. It may also be possible, in order to cover the temporary gaps between the calendar of flows from the incorporated assets and the time of the securities issued or the credits received, to acquire assets of sufficient quality it does not deteriorate the credit quality of the fund's liabilities.

Article 21. Open securitisation funds.

1. Open securitisation funds shall be considered to be those for which the writing of the constitution provides that its asset, liabilities or both may be modified after the establishment of the fund in some of the following forms:

(a) Modification of the liability where the successive issue of securities is planned, as well as the concertation of new claims.

b) Extension and replacement of the asset at any time during the life of the fund, in the terms provided for in the writing of the constitution.

c) Realization of "active management". It is understood by active management that which, provided for in the writing of constitution, allows the modification of the assets assets of the fund in order to maximize the profitability, to guarantee the quality of the assets, to carry out appropriate treatment of the risk or to maintain the conditions set out in the writing of the fund. It shall not be presumed to be the active management of the mere replacement of amortised or liquidated assets which occurs in the open funds or the sale of real estate or other assets awarded or given in payment of the credit rights acquired by the fund securitisation. The active management policy shall be regulated in the writing of the constitution in a detailed manner and shall, where appropriate, be included in the prospectus.

2. The public deed of the establishment of an open fund must expressly provide for its open character and specify which of the characteristics indicated in it.

3. The funds opened shall be subject to the provisions of paragraphs 2 and 3 of the previous Article.

Article 22. Requirements for the establishment of securitisation funds.

1. The establishment of the securitisation funds shall be subject to prior compliance with the following requirements:

(a) Written application for the establishment of the fund, presented by the management company to the National Securities Market Commission.

b) Prior contribution and registration in the National Securities Market Commission:

1. Public Writing Project for the Establishment of the Securitisation Fund,

2. º accrediting documentation of assets to group in the background, and

3. º any other accurate supporting documentation for the establishment of the fund and creation of the compartments, if any, as required by the National Securities Market Commission.

(c) Contribution of the reports produced either by the management companies or by auditors or other independent experts with sufficient aptitude to the judgment of the National Securities Market Commission, on the items that shall constitute the asset of the securitisation fund or its compartments.

This requirement may be waived by the National Securities Market Commission, taking into account the type of fund structure and the relevant market and investor protection circumstances.

The National Securities Market Commission will determine, for the case of open funds, the reporting regime for the reporting of periods resulting from the incorporation of new assets.

(d) Approval and registration with the National Securities Market Commission of an information leaflet on the establishment of the securitisation fund and the compartments, if any, and the liabilities to be financed by them. This prospectus shall be adapted to the specific model determined by the National Securities Market Commission in accordance with European Union law. Where the liability of the securitisation fund is not composed of securities, the procedure provided for in paragraph 4 of this Article shall apply.

2. For the purposes of compliance with the requirements set out in the previous paragraph, the provisions of the securities issuing rules shall apply.

The National Securities Market Commission may motivate the establishment of the fund to ensure that it only directs its liabilities to qualified investors.

3. The fund may not perform any kind of performance until the documents referred to in paragraph 1 have been approved and registered by the National Securities Market Commission and are published in the form of a constitution.

4. Where securities issued by an asset securitisation fund are directed exclusively to qualified investors and are not to be admitted to trading on an official secondary market:

(a) Only the application prior to the National Securities Market Commission and the provision and registration of the public deed of incorporation shall be mandatory for its constitution, and

(b) the transfer of securities may only be made between qualified investors.

5. The registration in the Trade Register shall be a potestative for the securitisation funds and their compartments. In any event, the annual accounts of these funds must be deposited with the National Securities Market Commission.

6. If, after the establishment of a securitisation fund, the creation of a compartment is intended, a new application and registration shall be made with the National Securities Market Commission of the relevant scriptures. complementary.

Article 23. Extinction of funds.

1. The management company will urge the extinction of the fund in the cases and through the procedure that will have to be established in the public deed of constitution. This same writing shall provide for the form of settlement of the fund and the depreciation of the securities issued by the fund and the loans.

2. In any case, the bottom shall be extinguished when:

(a) All credit claims that group and have been settled have been fully amortised and any other assets and securities that integrate their asset have been settled.

(b) The Board of Creditors decides by a three-quarters majority for its extinction.

c) All of your liabilities have been fully paid.

(d) Be the case for the forced replacement of the managing company, provided for in Article 33 (2) of this Law.

Article 24. Amendment of the public deed of incorporation of the securitisation fund.

1. The public deed for the establishment of a fund may be amended at the request of the management company responsible for the administration and legal representation of the fund, in accordance with the terms set out in this Article and without it being able to assume, in any event, the creation of a new fund.

2. In order to change the writing of a fund, the management company must certify:

(a) The obtaining of the consent of all the holders of the securities issued from the fund and of the remaining creditors of its liabilities, excluding non-financial creditors, or the consent of the Board of Directors creditors, in accordance with the procedure laid down in the writing of the fund's constitution.

(b) The consent provided for in the preceding subparagraph shall not be required where one of the following cases is present:

1. The modification is, in the opinion of the National Securities Market Commission, of little relevance. In no case shall the changes affecting the securities issued from the fund, the rules of the settlement process with respect to the securities issued or the rules for the calculation of the resources be considered as minor. available to the fund and its distribution between the payment obligations vis-à-vis creditors.

In any event, the management company must prove that the modification does not imply the loss of the guarantees and rights of the holders of securities issued, that it does not establish new obligations for the same and that the ratings granted to the fund's liabilities are maintained or improved upon modification.

2. º That, in the case of a fund opened by the liability, the modification only affects the rights and obligations of the holders of securities issued after the date of granting of the public deed of modification. In such cases, the management company must prove that the modification maintains or improves the position of the securities issued prior to that change.

3. Once the National Securities Market Commission has verified compliance with the provisions of this Article, the management company will grant the public deed of modification and will provide the Commission with an authorized copy of the same for its incorporation into the relevant public record.

4. The modification of the writing of the fund will be disseminated by the management company through the regular public information of the fund and its website.

In addition, where it becomes enforceable, a supplement to the fund's prospectus must be drawn up and communicated and disseminated as relevant information in accordance with the provisions of Article 82 of Law 24/1988 of 28 July of the Market of Values.

CHAPTER II

Managing companies of securitisation funds

Article 25. Social object.

1. The management companies of securitisation funds have as their object the constitution, administration and legal representation of the securitisation funds, and of the funds of bank assets in accordance with the terms of Law 9/2012 of 14 November 2012. for the restructuring and resolution of credit institutions.

2. Management companies may constitute, manage and represent funds and special purpose vehicles similar to securitisation funds, which are made up abroad, in accordance with the rules applicable to them.

Article 26. Obligations of management companies.

1. The following obligations shall apply to management companies:

a) Act with utmost diligence and transparency in defense of the best interests of the securities holders and funders of the funds they administer.

b) Manage and manage the assets grouped in the securitisation funds.

c) Counting experienced experts or hiring the services of independent advisors who enjoy it.

d) Value the risks of the asset with diligence and rigour.

e) Compose the brochure with transparency and clarity.

(f) Provision of appropriate administrative and organisational measures to avoid potential conflicts of interest, in particular in relation to undue influences that may exist on the assets ' transferors when be part of the same group as the management company.

g) Submit your annual accounts to the audit of accounts, in accordance with the provisions of the consolidated text of the Audit of Accounts Act, approved by the Royal Legislative Decree 1/2011 of 1 July, adjusting the financial year economic year.

h) To issue to the National Securities Market Commission the audit report of the last financial year and how much information is necessary for the oversight of the obligations under this Act.

i) Velar for the best performance of all the obligations under this Law, in the securities markets legislation and in the rest of the applicable regulations, keeping track of the operations on the services that provide in such a way that such compliance can be verified for a period of at least five years.

2. In relation to the reserved activity of Article 25.1, the management companies shall be liable to the holders of the securities and other creditors of the funds representing all the damage caused to them by the non-compliance with the their obligations.

3. The National Securities Market Commission may establish and modify the information models to which the management companies should comply.

Article 27. Authorisation and registration of the managing companies of securitisation funds.

1. It is for the National Securities Market Commission to authorise the creation of the securitisation fund management companies.

The resolution on the authorization must be notified within six months of receipt of the request, or at the time the required documentation is completed. If that period elapses without the express decision being made, the application may be deemed to be deemed to be an administrative silence, with the effects provided for in Law No 30/1992 of 26 November 1992 on the Legal Regime of Public Administrations and of the Common Administrative Procedure.

The resolutions issued by the National Securities Market Commission in exercise of the power of authorization attributed to it by this article will end the administrative path.

2. Once incorporated, in order to start its activity, the management companies of securitisation funds must register in the Commercial Registry and in the corresponding register of the National Securities Market Commission. Such registration must take place within six months of the granting of the authorization. Otherwise, authorization expiration will occur.

3. The application for authorisation for the creation of a management company for securitisation funds shall be accompanied by the documentation to be laid down, including in any case:

a) The draft social statutes,

(b) an explanatory note, describing in detail the organizational structure of the company, the relationship of activities to be developed, and the technical and human resources available to it,

(c) the relationship of those who will hold administration or management positions in the entity, as well as the accreditation of their suitability,

(d) the identity of the shareholders, whether direct or indirect, natural or legal persons, who hold a significant stake in the company and the amount of the company; and

e) how much data, reports, or background determines the National Securities Market Commission needed to verify compliance with the conditions and requirements set forth in this chapter.

Article 28. Reservation of activity and denomination.

1. No person or entity may, without having obtained the required authorization or without being registered in the register of the National Securities Market Commission, carry out the activities legally reserved for the management companies of securitisation.

2. The use of the name "Société Gestora de Fundas de Titorización" and its acronym "SGFT" is reserved for the entities that have obtained the required authorization and are registered in the corresponding register of the National Commission of the Securities market, with no other entity being able to use such denominations or other entities to mislead them.

3. The Commercial Registry and other public records shall refuse the registration of those entities whose activity or social object or whose denomination is contrary to the provisions of this Article. The entries made in contravention of the above shall be null and void and shall be cancelled ex officio or at the request of the competent administrative body. Such nullity shall not prejudice the rights of third parties in good faith, acquired in accordance with the content of the relevant records.

Article 29. Requirements for exercising the activity.

1. They will be required to obtain and retain the authorization:

a) Revestir the form of a public limited company, constituted by the procedure of simultaneous foundation and with indefinite duration.

b) To have for exclusive social object the intended as reserved in article 25.1 of this Law.

c) That your registered office, as well as its effective administration and address, is located in Spanish territory.

d) Dispose of total own resources and of a minimum social capital of one million euros, fully disbursed in cash and represented in nominative actions.

In addition, total own resources shall be increased by 0,02% of the sum of the accounting value of the assets of the securitisation funds under their management, in so far as those assets exceed 250 million. euro. However, the sum payable on own resources and the additional amount shall not exceed EUR 5 million. For these purposes, the own resources will be those established in the regulatory regulations of the collective investment institutions, with the particularities that, if necessary, determine the National Securities Market Commission.

e) That the shareholders holding significant shares are suitable. To determine when a participation is significant and to appreciate the suitability will be provided for in Law 35/2003, of November 4, of Collective Investment Institutions.

f) Contar with a Board of Directors made up of at least three members. All of them shall be persons of recognised commercial and professional repute and shall possess, at least most of them, adequate knowledge and experience to perform their duties. Honorability, knowledge and experience must also be present in the general managers, or assimilated, of the entity. In order to appreciate the requirements of good repute and experience, the provisions of Law 35/2003, of 4 November, of Collective Investment Institutions will be met.

(g) In accordance with Article 30 of this Law, an appropriate and proportionate administrative and accounting organization shall be provided in accordance with the nature, scale and complexity of its activities, and shall have the means sufficient technicians and humans to carry out their activities.

h) Include in your social name the expression "Managing Funds Management Society" or its abbreviation "SGFT".

i) Contar with appropriate internal control procedures and mechanisms that ensure the correct and prudent management of society, including procedures for managing the risks associated with its activity, as well as control and security in the field of computer and organs and procedures for the prevention of money laundering and the financing of terrorism, and a system of related operations.

j) Approve an internal rules of conduct, which shall regulate the actions of administrators, managers, employees, proxies and persons or entities in which the company may delegate functions, in accordance with the requirements required in the rules applicable to investment firms, with the necessary adaptations.

2. When the management company presents a level of own resources lower than that provided for in point (d) of the previous paragraph, it will present a program to the National Securities Market Commission in which it will concretize its plans to return to compliance. and the time limit for this, which may not exceed three months.

Article 30. Organizational requirements.

1. The management companies of securitisation funds shall have sufficient technical and human resources to carry out their activities and with an appropriate and proportionate organisational structure in accordance with the nature, scale and complexity of their activities. activity.

2. Within the management company there will be, with due separation from the operating units, regulatory compliance units, risk control and internal audit. All of these units will have development according to the complexity and volume of the assets managed.

3. The management company which, in accordance with Article 21.1.c), has assumed in the writing of the establishment of a securitisation fund the administration and management of the assets in order to carry out an active management must:

a) Dispose of a special committee to supervise the exercise of this activity.

b) Calculate your remuneration through procedures that are in line with the investment and risk management policy of each fund, avoiding the appearance of incentives for management contrary to the objectives set out in these policies. The remuneration policy of the management company with its senior management and with the other employees whose professional activity has a significant impact on its risk profile, or with the persons or entities in which it may delegate functions, be inspired by the same principles.

4. The responsibility of the management company will not, in any case, be affected by the fact that it delegates functions to third parties, nor by a new sub-delegation, nor can the management company delegate its functions to the extent of becoming in an instrumental or empty entity of content.

5. The requirements contained in this article may be developed.

Article 31. Modification of Statutes.

1. The amendment of the Statutes of the managing companies of securitisation funds shall be subject to the same legal regime as the procedure laid down for the authorisation of management companies and their Statutes. They shall not require prior authorization, even if they must be communicated to the National Securities Market Commission within twenty days of their registration in the Commercial Register, the changes to the social statutes of the companies managers that have as their object:

a) The change in the name of the management company.

b) The change of domicile within the national territory.

c) To incorporate into the Statutes of the management company legal or regulatory precepts of an imperative nature, or to comply with judicial or administrative decisions.

d) Capital extensions and reductions.

e) Those other modifications for which the National Securities Market Commission, in response to prior consultation formulated by the affected management company, has considered unnecessary, due to its limited relevance, the authorization procedure.

2. Having received the communication referred to in the previous paragraph, the National Securities Market Commission, before the end of one month, may require the management company to review the statutory amendments which it does not comply with the rules in force, then subject to the arrangements provided for in this Chapter.

Article 32. Waiver.

1. The managing company of securitisation funds may give up its function of administration and legal representation of all or part of the funds it manages when it considers it relevant, requesting its replacement, which shall be authorised by the National Securities and Exchange Commission, in accordance with the procedure and conditions to be regulated.

2. In no case may the management company give up the exercise of its functions until all the requirements and formalities have been fulfilled so that the entity that replaces it can assume its functions.

Corresponding to the management company that resigns, without in any case being able to be charged to the fund, the expenses that the substitution origines.

Article 33. Forced substitution.

1. Where the management company has been declared a contest, it shall proceed to find a management company to replace it, as provided for in the previous Article.

2. Provided that in the case provided for in the previous paragraph four months have elapsed since the event determining the substitution took place and no new management company has been found willing to take care of the management, proceed to the early settlement of the fund and to the amortisation of the securities issued from the fund and the loans, in accordance with the provisions of the public deed of incorporation.

CHAPTER III

Transparency regime and creditor board

Article 34. Reporting obligations.

1. For each of the funds that they manage and in the terms provided for in this Law, the companies managing securitisation funds shall publish on their website:

(a) The writing of the constitution and, where applicable, the other public writings granted after,

(b) the issue prospectus and, where applicable, its supplements, and

c) the annual report and quarterly reports.

2. The management company shall be able to accredit at any time the fulfilment of the reporting obligations set out in the previous paragraph.

3. The National Securities Market Commission may determine the form, content and other conditions for the preparation and publication of the information referred to in this Chapter.

Article 35. Annual report and quarterly reports.

1. The annual report shall contain:

(a) Annual accounts duly audited, accompanied by the relevant audit report.

b) A breakdown of the assets transferred to the fund, in accordance with the criteria established by the National Securities Market Commission.

(c) A breakdown of the fund's liabilities, in accordance with the criteria established by the National Securities Market Commission.

(d) Where appropriate, an indication of the amount of commitments arising from the contracted derivative instruments.

e) The breakdown of the commissions satisfied and concepts of the commissions.

f) A report on compliance with the other rules of operation of the fund established in the writing of the constitution. In case the management company performs an active management, a report on compliance with asset management and risk management policies.

g) Any other information that may be determined by the National Securities Market Commission.

2. The annual report shall be submitted to the National Securities Market Commission for registration in the relevant register within four months of the end of the previous financial year.

3. The quarterly reports, which shall have the information referred to in points (b) to (g) of paragraph 1 of this Article, shall be submitted to the National Securities Market Commission within two months of the end of the quarter. natural, which will incorporate them into the corresponding record.

4. The National Securities Market Commission may establish and amend the accounting standards and the models to which the financial statements of the funds and the scope and content of the special reports of auditors or others are to be held. independent experts.

Article 36. Communication of relevant facts.

1. The management company must immediately communicate any specific facts relevant to the situation or the development of each fund to the National Securities Market Commission and to the creditors of the securities market, except in the case of a a fund whose securities have not been admitted to trading on an official secondary market.

Relevant facts specifically for the fund shall be considered to be those that may have an appreciable influence on the securities issued, where applicable, and on the elements that make up the asset.

2. The National Securities Market Commission is enabled to determine the form, content, and timing of relevant facts.

Article 37. Board of creditors.

The writing of the securitisation funds may provide for the creation of a meeting of creditors. Both the composition and the powers and rules of operation of the creditors ' meeting shall be collected in the writing of the securitisation fund, differentiating the participation of the different categories of creditors.

The board of creditors, duly convened, is presumed empowered to agree on what is necessary in the best defense of the legitimate interests of the creditors of the securitisation fund.

The board of creditors shall be governed, in all matters not provided for by the writing of the constitution, by the provisions relating to the union of obligationists collected in the commercial law for the capital companies.

CHAPTER IV

Monitoring and sanction regime

Article 38. Supervisory function and sanctioning regime.

1. Subject to the supervision and sanction regime of the National Securities Market Commission, as regards compliance with this Title, as well as the rules of law of the European Union containing precepts specifically referred to:

(a) The management companies of securitisation funds and the securitisation funds that they administer.

(b) institutions that give assets to the securitisation funds, the issuers of the assets created for incorporation into a securitisation fund, the managers of the assets transferred to the funds and the other persons and entities which may be bound by the rules laid down in this Title and in the rules of the European Union which apply to them.

In the case of legal persons, the powers that correspond to the National Securities Market Commission under this Law may be exercised on those who hold positions of administration, management, or same.

They hold administration or management positions in the entities referred to in the preceding paragraph, their administrators or members of their collective management bodies, as well as their general and assimilated directors, understood by such persons who, in fact or in law, develop in the entity functions of senior management.

2. It shall apply to the persons and entities referred to in the preceding paragraph, the supervision and sanctioning procedure laid down in Title VI of Law 35/2003 of 4 November of the Collective Investment Institutions, It is understood that the indications that in this rule are made in respect of the management companies, the institutions of collective investment, and the members and shareholders have to be understood as referring, respectively, to the managing societies of securitisation funds and to the funders and holders of securities issued by those securities funds.

Article 39. Very serious infringements.

Constitute very serious violations:

a) The omission or falsehood in the accounting and in the information to be provided or published in accordance with this Law, the prospectus or the writing of the fund's constitution.

(b) Any failure to comply with the reporting obligations of the periodic information where there is an interest in concealment or gross negligence on the basis of the relevance of the unrealised communication and the delay in which it is have incurred, including the obligations arising under Article 8b of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies.

c) The modification by the management company of its social statutes without authorization from the National Securities Market Commission in cases where it is necessary in accordance with the provisions of this Law.

d) The lack of referral or referral with inaccurate, non-truthful, misleading or omitting aspects or data relevant to the National Securities Market Commission of regulated financial information, as well as how much data or documents must be referred to or required in the performance of their duties where the assessment of the solvency of the institution or, where appropriate, the assets situation of the securitisation funds is made difficult.

e) The investment of the fund's assets in assets or the hiring of operations that are not authorized in the writing of the fund's constitution, or that are contrary to the provisions of this Law, provided that The structure or object of the fund, which seriously affects the quality of the assets, seriously undermines the interests of the holders of securities and funders, or is a repeated non-compliance.

f) The performance of the activity reserved for the management companies in Article 25 of this Law without due authorization.

g) The modification of the writing of a securitisation fund with non-compliance with the provisions laid down in the applicable rules.

h) Failure to comply with any of the obligations incumbent upon them in accordance with Article 26 of this Law.

i) Maintenance over a period of six months of own resources lower than those that are legally enforceable.

(j) Where the management company has taken over the active management of the fund, the delegation of the functions attributed to the management companies without respecting the provisions of this Law and where the latter may be prejudiced interest of the securities holders and funders of the fund, or where the internal control or supervisory capacity of the National Securities Market Commission is diminished.

(k) The valuation of assets owned by securitisation funds in accordance with the rules applicable, where this would seriously prejudice the interests of the securities holders and the fund's funders, whether it deals with repeated conduct or has a substantial impact on the financial stability of the securitisation fund.

l) The granting of the writing of the securitisation fund in terms other than those contained in the draft writing and the prospectus incorporated in the records of the National Securities Market Commission, provided that they are relevant to the effects of the structure of the fund.

m) The issuance of the reports and documents required in this Law and pursuant to Article 8b of Regulation (EC) No 1060/2009 of 16 September 2009, incurring serious inaccuracies or lack of veracity or omitting substantial or relevant details for the purpose of making an informed judgement on the subject matter or investment.

n) the redemption of securities issued or the realisation of any payments on behalf of the securitisation fund with default of the order of precedence, limits or conditions imposed by the provisions governing it; (a) a constitution or a prospectus, causing serious injury to investors.

n) The management and legal representation of all or part of the securitisation funds that they manage, with non-compliance with the established requirements, is waived.

or) The acquisition of a controlling interest in breach of the provisions of the applicable laws or regulations.

(p) Failure to comply with the precautionary measures or measures applied outside the exercise of the power of sanction agreed by the National Securities Market Commission.

q) Failure to comply with the commitments made by management companies to remedy the deficiencies identified in the field of supervision, where this would seriously prejudice the interests of investors or a risk to a repeated conduct.

r) The presentation by management companies of deficiencies in the administrative and accounting organisation or in internal control procedures, including those relating to risk management where such deficiencies endanger the solvency or viability of the institution, or where the interests of investors are seriously damaged or put at risk.

s) The commission of serious infractions when during the five years prior to its commission, the offender has been imposed a firm sanction for the same type of infringement.

t) Failure to comply with the obligations referred to in Article 8c of Regulation (EC) No 1060/2009 of 16 September 2009, not merely occasional or isolated.

Article 40. Serious infringements.

Constitute serious violations:

(a) Failure to comply with the obligation to make available to investors the information to be surrendered in accordance with the provisions of this Law, the prospectus or the writing of the securitisation fund, as well as failure to comply with the information obligations arising from Article 8b of Regulation (EC) No 1060/2009 of 16 September 2009, where they do not constitute a very serious infringement.

(b) The occasional or isolated non-compliance by the management companies of any of the obligations incumbent upon them in accordance with Article 26 of this Law.

(c) Failure to comply with the reporting obligations to the National Securities Market Commission when a management company presents a level of own resources lower than the minimum required.

(d) Investment in any assets other than those authorised by the applicable rules or those permitted by the prospectus or the writing of the securitisation fund when it is not to be classified as a very serious infringement severe.

e) The effective management or management of the management companies by persons who do not exercise their right to a charge of such a nature.

(f) The misuse of the names referred to in Article 28 of this Law.

g) The issuance of required reports and documents on assets that are grouped into the asset of the securitisation fund or on securities issued, incurring inaccuracies or omitting details, when they are not required to be qualified as very serious.

h) The acquisition of a stake in the capital of the management company in breach of the requirements laid down in the applicable law and regulation, provided that it does not qualify as very serious.

i) The charge of commissions for services that have not been effectively lent, or the collection of fees not provided for or with respect to the limits and conditions imposed in the Statutes or regulations of the companies manager.

(j) Failure to comply with the obligations referred to in Article 8c of Regulation (EC) No 1060/2009 of 16 September 2009 where it does not constitute a very serious infringement.

Article 41. Minor infractions.

Constitute minor violations:

(a) The delay in the publication or referral of information which, in accordance with the provisions of the rules, the writing of the constitution or the prospectus of the funds which it manages, must be disseminated among the holders of securities and funders of securitisation funds and the general public.

b) The lack of referral to the National Securities Market Commission, within the time limit set in the rules or granted by the latter, of how many documents, data or information are to be sent under the provisions of the rules (a) a regulatory framework for the use of securitisation in the exercise of its functions, as well as non-compliance with the duty to cooperate with supervisory actions of the National Securities Market Commission, including failure to appear before a citation for the taking of a statement, where these conduct do not constitute a serious infringement or very severe.

(c) It is also a minor infringement of any non-compliance with the rules applicable to securitisation which does not constitute a serious or very serious infringement in accordance with the provisions of the foregoing Articles.

(d) Failure to comply with the obligation contained in Article 8d of Regulation (EC) No 1060/2009 to record, where appropriate, the non-designation of at least one credit rating agency with a lower fee 10 percent of the total market.

Article 42. Penalties.

Without prejudice to the general application of the sanctioning regime provided for in Law 35/2003 of 4 November, of Collective Investment Institutions, the National Securities Market Commission may impose on persons and entities Offenders referred to in Article 38 of this Law, periodic penalty payments of up to EUR 12,000 per day, in order to oblige them:

a) Compliance with the precautionary measures taken.

b) compliance with the duty of collaboration provided for in Article 70 of Law 35/2003 of 4 November, in the case of supervisory actions, including the appearance of summons for the taking of statements, as well as the referral to the National Securities Market Commission for any data, documents or information to be transmitted by virtue of the applicable provisions or in the exercise of their duties.

TITLE IV

Improvements in the access and functioning of capital markets

Article 43. Amendment of the Law 24/1988, of July 28, of the Stock Market.

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

One. A new wording is given to the last paragraph of Article 30a.1:

" In the case of the placement of emissions referred to in points (b), (c), (d) and (e) of this paragraph, addressed to the general public using any form of advertising communication, an entity shall be involved. authorised to provide investment services for the purposes of the marketing of the securities issued. This obligation shall not apply to the exercise of the proper activity of the duly authorised participatory financing platforms. '

Two. A new wording is given to Chapter II of Title III, Articles 30b and 30c:

" CHAPTER II

Emissions from obligations or other securities that recognize or create debt

Article 30b. Exemption from requirements.

1. The provisions of this Article shall apply to all issues of obligations or other securities which recognise or create debt issued by Spanish companies provided that:

(a) Vayan shall be subject to admission to trading on an official secondary market or subject to a public offering for sale in respect of which the drawing up of a prospectus subject to approval and registration by the Commission is required. National of the Securities Market in the terms laid down in the previous chapter, or

(b) are to be subject to admission to trading on a multilateral trading system established in Spain.

They shall be understood as falling within the preceding paragraph, provided that they comply with the provisions of the above paragraph, the issuance of bonds or other securities which recognise or create debt as provided for in Title XI of the recast of the Law of Companies of Capital approved by the Royal Legislative Decree 1/2010 of 2 July.

They shall not have the consideration of obligations or other securities that recognize or debt the equity securities referred to in the second paragraph of Article 26.2, such as the convertible bonds in shares, to the condition that they are issued by the issuer of the underlying shares or by an entity belonging to the issuer group.

2. No public deed shall be required for the issue of the securities referred to in this Article.

The disclosure of all acts relating to the securities issues referred to in paragraph 1.a) shall be governed by the provisions of this Law and its implementing provisions.

The disclosure of all securities issues referred to in paragraph 1 (b) shall be made through the systems established for that purpose by the multilateral trading systems.

3. For the issues referred to in paragraph 1.a), the conditions of each issue, as well as the issuer's ability to formalise them, where they have not been regulated by law, shall be subject to the clauses contained in the social statutes. of the issuer and shall be governed by the provisions of the emission agreement and the information leaflet.

4. For the emissions referred to in paragraph 1 (b), the conditions legally required for the issue and the characteristics of the securities shall be entered in the certificate issued by the persons empowered in accordance with the rules in force. This certification shall be deemed to be suitable for discharging the securities into account in accordance with the provisions of Article 6.

Article 30c. Scope of application of the bondholders ' union.

Chapter IV of Title XI of the recast of the Capital Companies Act shall apply to the issuance of obligations or other securities that recognize or create debt and have the status of a public offering subscription when:

(a) Your terms and conditions are governed by the Spanish legal order or by the legal order of a State that is not a member of the European Union or belonging to the Organization for Cooperation and Development Economic, and

(b) take place in Spanish territory or their admission to trading takes place in a Spanish official secondary market or in a multilateral trading system established in Spain. '

Three. The content of the current Article 32, with the title 'Access to trading on an official secondary market', shall be numbered as one, and a number two of the following shall be included in that Article:

" Two. Specialties in access to trading on an official secondary market from a multilateral trading system.

1. Institutions whose shares are transferred from a multilateral trading system to a multilateral trading system in an official secondary market, for a transitional period of up to two years, shall not be required to fulfil the following obligations:

(a) The publication and dissemination of the second half-yearly financial report, contained in the second paragraph of Article 35.2.

(b) The publication and dissemination of the interim management declaration, contained in Article 35.3.

2. In order to benefit from the exemption provided for in the previous paragraph, the prospectus for admission to trading on the official secondary market shall specify the intention of the entity to fully or partially benefit from it, by determining its duration. This indication shall be considered as necessary for the purposes of Article 27.1.

3. Where the capitalisation of shares that are being traded exclusively in a multilateral trading system exceeds EUR 500 million for a continuous period exceeding six months, the issuing institution shall request the admission to trading on a regulated market within nine months. The contracting entity of the multilateral trading system shall ensure compliance with this obligation.

The National Securities Market Commission may fix the terms in which companies of a strictly financial or investment nature, such as those governed by Law 35/2003, of 4 May, will be exempted from the above obligation. This is the case in the case of a group of companies, which is not a member of the Commission, but is not a member of the Commission. It is not a question of the Commission's decision to take the decision of the Court of Justice. (a) collective agreements of a kind closed and amending Law 35/2003, of 4 November, of the institutions of Collective Investment or Law 11/2009 of 26 October on the regulation of the Limited Investment Listed Companies in the Real Estate Market.

4. In the cases referred to in this Article, the institution shall not be required to carry out measures that aim to avoid a loss of shareholders in terms of liquidity of the securities. '

Four. A new wording is given to Article 34.1:

" 1. The National Securities Market Commission may agree to exclude the negotiation of financial instruments that do not meet the requirements for dissemination, frequency or volume of procurement that are regulated, and for those other whose issuer does not fulfil the obligations incumbent upon it, in particular in the case of the referral and publication of information and of the companies in which the settlement phase has been opened in accordance with Law 22/2003 of 9 (a) July, Insolvency, or which are in the form of a corporate settlement, in accordance with the provisions of the recast text of the Law of Companies of Capital, approved by the Royal Legislative Decree 1/2010, of 2 July. Without prejudice to any precautionary measures that may be taken, such agreements shall be taken after the issuing institution has been heard, except in cases where the exclusion is agreed upon at the opening of the insolvency proceedings, or to find society in the phase of corporate liquidation. Such competence shall be the responsibility of the Autonomous Community with regard to the financial instruments negotiated exclusively on markets in its own regional sphere. '

Five. Points (g) (a), (n) and (o) are inserted in Article 92:

" g) bis A record of the listed companies provided for in Article 32.2.

n) A record of participatory finance platforms.

(o) A securitisation fund register, in which the facts and acts subject to registration with the National Securities Market Commission shall be entered in accordance with the applicable rules. '

Six. A new paragraph (c) quinquies is inserted in Article 99, with the following wording:

c) quinquies Non-compliance by members of multilateral trading systems, issuers of financial instruments admitted to trading on such systems, registered advisers and any other entity participant in those rules, of the rules laid down in Title XI of this Law, its implementing provisions or its operating regulations, where such non-compliance is relevant for having placed in serious risk the transparency and market integrity, or by having caused property damage to a plurality of investors. "

Seven. A new paragraph (a) (b) is inserted in Article 100, in the following terms

" a) ter Non-compliance by members of multilateral trading systems, issuers of financial instruments admitted to such systems, registered advisors and any other participating entities in those systems. of the rules laid down in Title XI of this Law, its implementing provisions or its operating regulations, where such non-compliance would not be regarded as a very serious infringement in accordance with the previous Article. "

Eight. A new wording is given to points (b) and (c) and a new point (e) is inserted in Article 120.3 (i):

" (b) Public information to be made available in respect of 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 issuing institution. The scope of the information shall bear in mind the nature of the securities and the nature of the investors whose orders may be executed in the System.

(c) Types of members, in accordance with Article 37 (2) and (3), their rights and obligations.

(e) Rights and obligations of issuers and of any other participants in the multilateral trading system, including, where appropriate, a registered adviser, designated by the issuer, who shall ensure that the issuer and the issuer are the issuers are correctly compliant, both from the formal and substantive perspective, with their reporting obligations to the governing company and to investors. The Regulation shall determine the general framework for such advisers ' relationship with the issuers as well as the scope and scope of the tasks to be performed and their obligations. "

Nine. Points (f) and (g) are inserted in Article 120.3 (ii), with the following wording:

" (f) Obligations and means, where appropriate, to ensure the liquidity of the procurement.

g) Procedure to be followed, as the case may be, for the exclusion of securities trading, specifying the obligations of the issuing entity. "

Ten. A new wording is given to Article 120.3.iv):

" iv) Market supervision and discipline.

(a) Methods of supervision and control by the entity governing the effective observance of the Market Regulation, as well as the provisions of this Law and other applicable rules, in particular as regards the rules on market abuse by issuers, members, registered advisors and other participants.

(b) Disciplinary regime which the governing body shall apply in the event of non-compliance with the Market Regulation, regardless of the administrative penalties applicable to it in accordance with the provisions of this Law.

c) A procedure that the entity will use to bring to the attention of the National Securities Market Commission those incidents or conduct of its members that may constitute an infringement of this Law or its rules of development or non-compliance with the rules contained in the multilateral trading system regulation. "

Once. A new paragraph 4 is added to Article 120, with the following wording:

" 4. The contracting entities shall forward, on a quarterly basis, to the National Securities Market Commission information on the practices and actions which, in accordance with their rules of procedure, develop in the field of supervision of the multilateral trading system. Such information shall be forwarded within one month of the end of the period to which it refers.

The National Securities Market Commission may determine the exact content and specific format to be used by the governing entities for compliance with this obligation.

The National Securities Market Commission may collect from the governing entities how much additional information is required to ensure the proper functioning of the multilateral trading systems. "

Twelve. A new wording is given to Article 121.2:

" 2. Where appropriate, the entities governing a multilateral trading system shall provide, or where appropriate, ensure that publicly available information is available to enable users to form an opinion on the instruments negotiated, taking into account both the nature of users and the types of instruments negotiated in the multilateral trading system.

The responsibility for the compilation of the information to be published on the issuers of the instruments negotiated shall be at least to the issuing institution and its administrators. They shall be liable for damages caused to the holders of the securities as a result of such information not presenting a true image of the issuer. "

Thirteen. A sentence is added at the end of Article 122 (2), in the following terms:

" 2. The entities referred to in the preceding paragraph shall communicate to the National Securities Market Commission any significant non-compliance with their rules or any anomaly in the trading or performance conditions that may be an abuse of market. They shall also communicate, on the basis of the information they have collected from issuers, any possible non-compliance with the rules applicable to those issuers. '

Article 44. Amendment of Law 27/1999, of 16 July, of Cooperatives.

One. Article 21.2 (e) is amended as follows:

"e) Emission of participative titles and special participations."

Two. A final paragraph is added to Article 32 (1), in the following terms:

" Also, it is up to him to agree, save as otherwise provided in the social statutes, to issue bonds and other forms of financing through the issuance of negotiable securities, as long as they are not securities participative or special interests, the competence of which is attributed to the General Assembly. "

Three. Article 54.1 is amended as follows:

" 1. The cooperatives may, by agreement of the Rector Council, save as otherwise provided in the Social Statutes, issue obligations. The issuance of bonds will be governed by the recast text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July, with the necessary adaptations.

In addition, the Governing Council may agree, in the case of serial emissions, for the admission of the voluntary financing of the partners or non-partners under any legal form and with the time limits and conditions attached to it. set. "

Article 45. Amendment of the recast text of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010, of 2 July.

The recast text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, is amended as follows:

One. A new wording is given to Article 401, in the following terms:

" Article 401. Issuing company.

1. Capital companies may issue and guarantee numbered series of bonds or other securities that recognise or create a debt.

2. The total amount of the limited company's emissions may not exceed twice its own resources, unless the issue is secured by mortgage, securities, securities, public security or with a solidarity guarantee of the company's own credit.

In the event that the issue is guaranteed with a mutual guarantee of mutual guarantee, the limit and other conditions of the guarantee will be determined by the guarantee capacity of the company at the time of its loan, in accordance with their specific rules.

The obligations laid down in Articles 67 to 72 shall apply to increases in capital by non-cash contributions made by limited companies having obligations or other securities which they recognise or create debt in circulation.

The limited liability company may not in any case issue or guarantee convertible bonds in social interests.

3. Except as provided for in special laws, securities which recognise or create a debt issued by a limited liability company and limited liability company shall be subject to the arrangements laid down for obligations under this Title. '

Two. Article 403 is amended, which is worded as follows:

" Article 403. Conditions of the issue.

In the cases provided for in the special legislation applicable to the issuance of obligations or other securities that recognize or create debt, the constitution of a defense association or a union of bondholders will be necessary, and the designation, by the company, of a person who, by the name of the commissioner, concurs with the award of the contract of issue on behalf of the future bondholders, in accordance with Articles 419 to 429. "

Three. Article 405 is amended as follows:

" Article 405. The issuance of obligations abroad by Spanish society.

1. Spanish companies may issue bonds or other debt securities abroad.

2. The Spanish law shall determine the capacity, the competent body and the conditions for the adoption of the emission agreement.

3. The law to which the issue has been submitted shall govern the rights of the obligationists in relation to the issuer, their forms of collective organisation and the arrangements for the repayment and redemption of the obligations.

4. In the case of convertible debentures, the content of the conversion right will be governed by the foreign law that governs the issue, but always within the limits established by the Spanish society as the law of society.

Spanish law will determine the value to which obligations may be issued, the limits to the conversion and the exclusion regime of the right of preferential subscription. "

Four. Article 406 is amended, which is worded as follows:

" Article 406. Competence of the administrative body.

1. Save as otherwise provided in the Statute and without prejudice to the following paragraph, the administrative body shall be competent to agree on the issue and admission to the trading of obligations, as well as to agree on the granting of such obligations. guarantees of the issuance of obligations.

2. The general meeting of shareholders shall be competent to agree on the issuance of convertible bonds in shares or bonds that attribute to the obligationists a share in the social gains. "

Five. Article 407 is amended, as follows:

" Article 407. Public Writing.

1. The issuance of obligations shall be recorded in public deed which shall be granted by the representative of the company and by a person who, by the name of the Commissioner, represents the future obligationists.

2. The public issuing of the issue shall contain the following particulars:

(a) The identity, the social object and the capital of the issuing company, with the expression of whether it is fully disbursed. If it has obligations in circulation, it shall include those issues of obligations that are fully or partially outstanding for redemption, conversion or redemption, with an expression of the amount.

(b) The expression of the body that would have agreed to the issue and the date on which the agreement would have been adopted.

(c) The total amount of the issue and the number of obligations that make up the issue, with the expression of whether they are represented by titles or by means of annotations on account.

(d) The nominal value of the obligations that are issued, as well as the interest accruing or the formula for determining the rate, premiums, lots and other advantages if they are to be used.

e) The regulations governing the organization and operation of the bond-holders ' union and their relations with the issuing company.

(f) The repayment regime for the obligations, with the expression of the terms and conditions in which it takes place.

3. If specially guaranteed obligations are issued, the deed shall also express the guarantees of the issue. If the guarantees were real, the property on which the guarantee was lodged shall be identified with the expression of the public register in which the security has been entered and the date of registration or the deposit of the goods or the rights to be pledged and the date of the pignoration. If the guarantees are personal, the guarantor shall be entitled to the issue of the issuance. "

Six. Article 409 is amended as follows:

" Article 409. Subscription.

The subscription of the obligations implies for each obligationist the full ratification of the contract of issuance and, if applicable, their membership of the union. "

Seven. A new wording is given to Article 421 in the following terms:

" Article 421. Commissioner.

1. Agreed upon the issuance of the obligations, the issuing company will proceed to the appointment of a commissioner, who must be a natural or legal person with a recognized experience in legal or economic matters. The issuing company shall determine the remuneration of the commissioner.

2. The commissar will have the common interests of the obligationists and, in addition to the powers conferred upon him in the writing of the issue, will have to be attributed to him by the general assembly of the obligationists.

3. The commissioner shall establish the rules of procedure of the union, in accordance with the provisions of the procedure laid down in the instrument of issuance.

4. The commissioner will be the legal representative of the bondholders ' union, as well as the relationship organ between the society and the obligationists. As such, it may, with a voice and without a vote, attend the deliberations of the general meeting of the issuing company, inform the union of the union's agreements and require the same reports as, in its opinion, or that of the assembly of obligationists, interests these.

5. The Commissioner shall witness the draws which have been taken, both for the award and the repayment of the obligations, and shall monitor the repayment of the nominal amount and the payment of interest.

6. The Commissioner may exercise on behalf of the trade union the actions against the issuing company, the administrators or liquidators and those who have guaranteed the issue.

7. The Commissioner shall respond to the obligations of the obligationists and, where appropriate, to the society of the damages caused by the acts performed in the performance of his office without the professional diligence with which he must exercise it. "

Eight. Article 423 is amended as follows:

" Article 423. Form of call.

The convocation of the general assembly of obligationists will be made in the form provided for in the union regulation, which must ensure their knowledge by the obligationists. "

Nine. A new Article 424 bis is inserted, with the following wording:

" Article 424 bis. Assistance.

1. The obligationists may personally attend or be represented by another obligationist. In no case can they be represented by the directors of the company, even if they are obligationists.

2. The commissar must attend the general assembly of obligationists, even if he has not called it. "

Ten. A new Article 424 ter is introduced, with the following wording:

" Article 424 ter. Right to vote.

Each obligation shall confer on the obligationist a right to vote proportional to the non-amortised nominal value of the obligations of the holder. "

Once. A new wording is given to Article 425 in the following terms:

" Article 425. Adoption of agreements.

1. The agreements shall be adopted by an absolute majority of the votes cast. By way of derogation, amendments to the time limit or the conditions for reimbursement of the nominal value, conversion or exchange shall require a favourable vote of two thirds of the outstanding obligations.

2. The agreements adopted by the general assembly of obligationists will bind all the obligationists, including the non-assistants and the dissidents. "

Twelve. A new wording is given to Article 427, in the following terms:

" Article 427. Impeachment of the agreements of the general assembly of obligationists.

The agreements of the general assembly of obligationists may be challenged by the obligationists in accordance with the provisions of this Law, for the impeachment of the social agreements. "

Thirteen. Article 428 is amended, which is worded as follows:

" Article 428. Intervention.

When the company has delayed in more than six months the payment of the due interest or the amortisation of the principal, the commissioner may propose to the council the suspension of any of the administrators and convene the board general of shareholders, if those do not do so when they consider that they should be replaced. "

TITLE V

Legal framework for participatory financing platforms

CHAPTER I

Participatory funding platforms

Article 46. Participatory funding platforms.

1. Participatory financing platforms are the authorised companies whose activity consists in contacting, in a professional manner and through websites or other electronic means, a plurality of natural or legal persons who offer financing in return for a cash yield, denominated as investors, with natural or legal persons applying for financing on their own behalf for a participatory financing project, called promoters.

2. Companies that carry out the activity provided for in the previous paragraph shall not be considered to be involved in participative financing platforms where the funding captured by the promoters is exclusively through:

a) Donations.

b) Sale of goods and services.

c) Noninterest loans.

3. The legal regime for participatory financing platforms will be provided for in this Law and its implementing legislation, without prejudice to the remaining regulations applicable to these companies and their activity.

Article 47. Scope of territorial application.

1. The participating financing platforms that carry out the activity provided for in the previous article on national territory, as well as the participation of investors and promoters, shall be subject to the provisions of this Title.

2. For the purposes of this Title, a service shall not be deemed to have taken place on a national territory where a resident in Spain participates on his own initiative, as an investor or promoter, on a platform with a registered office in Spain. the services provided for in Article 46.1 of this Law are provided.

3. For the purposes set out in the previous paragraph, the activity shall not be considered to be implemented on its own initiative:

a) When the company announces, promotes or captures customers or potential customers in Spain.

b) When the company directs its services specifically to investors and promoters residing in Spanish territory.

Article 48. Reservation of activity and denomination.

1. It is reserved for participative financing platforms which have obtained the required authorization and are registered in the corresponding register of the National Securities Market Commission, the activity provided for in Article 46.1. of this Law.

2. The name 'participatory financing platform', as well as its abbreviation 'PFP', shall be reserved for these entities, which shall include them in their social name.

3. Any person, natural or legal, unauthorised or registered as a platform for participative financing shall be prohibited from exercising the activities legally reserved for them and the use of their own or any other names. which may lead to confusion with them.

4. The Trade Register and other public records shall refuse the registration of undertakings whose activity, social object or denomination is in breach of the reservation of activity or denomination. The entries made in contravention of the above shall be null and void and shall be cancelled ex officio or at the request of the competent administrative body. Such nullity shall not prejudice the rights of third parties in good faith, acquired in accordance with the content of the relevant records.

Article 49. Participatory financing projects.

Participatory financing projects should:

a) Be directed to a plurality of natural or legal persons who, by investing professionally or not, expect to obtain a money performance.

b) Realize by promoters, natural or legal persons, who request financing on their own behalf.

(c) To target the financing that is intended to be exclusively taken into account for a particular project of the promoter, which may only be of a business, training or consumption type, without in any case being such as:

1. The professional financing of third parties and in particular the granting of loans or loans.

2. The subscription or acquisition of shares, obligations and other financial instruments admitted to trading on a regulated market, in a multilateral trading system or in equivalent third country markets.

3. The subscription or acquisition of shares and units of collective investment institutions or of their management companies, of venture capital institutions, other collective investment entities of a closed type, and companies managing collective investment entities of a closed type.

d) Financing through some of the forms provided for in Article 50 of this Law.

Article 50. Forms of participatory funding.

1. Participatory financing projects may be implemented through:

(a) the issuance or subscription of obligations, ordinary and privileged shares or other securities representing capital, where the same does not require and does not have a prospectus for information to which Articles 25 and 25 relate; The following of the Law 24/1988, of July 28, of the Stock Market. In this case, a promoter shall be understood to be the company that is to issue the securities.

Where non-accredited investors are involved in the financing as defined in this Title, the securities referred to in this paragraph may not incorporate an implied derivative.

(b) The issuance or subscription of limited liability company shares, in which case the promoter shall be deemed to be the limited liability company that is to issue the units.

(c) The application for loans, including participative loans, in which case a promoter shall be understood as a promoter of natural persons or legal persons.

2. The application for loans through the publication of projects on the participatory financing platforms, as provided for in this Law, will not be considered to attract repayable funds from the public.

Article 51. Services of participatory financing platforms.

1. Participatory financing platforms shall provide the following services:

a) Reception, selection and publication of participatory financing projects.

b) Development, establishment and exploitation of communication channels to facilitate the procurement of financing between investors and promoters.

2. Participatory financing platforms may provide ancillary services other than those provided for in the previous paragraph. Such services may consist, inter alia, of:

a) Advice to promoters regarding the publication of the project on the platform including the provision of services and advice in the areas of information technology, marketing, advertising and design.

b) The analysis of the participative financing projects received, the determination of the level of risk involved in each project for the investors and the determination of any other variables that would be useful for the investors take the investment decision. The publication, classification and grouping of such information in objective terms, without making personalised recommendations, will not constitute financial advice.

c) Enabling distance communication channels for users, investors and promoters to contact directly with each other before, during or after the actions that lead to project funding.

(d) The making available of the parts of the contract models necessary for the participation in the projects.

e) The transmission to investors of the information provided by the developer on the evolution of the project, as well as on the most relevant social events.

(f) The judicial and out-of-court claim of credit rights, acting on behalf of investors or on behalf of investors if investors give them their right of credit.

g) Those other than the Minister of Economy and Competitiveness, or, with their express rating, the National Securities Market Commission.

3. In addition to the services provided for in the preceding paragraphs and in relation to the applications provided for in Article 50 (1) (b) and (c) of this Law, participative financing platforms may formalise the loan and subscription contracts. of units based on a voluntary agreement expressed through the participatory financing platform, acting on behalf of investors.

Article 52. Prohibitions.

1. Participative financing platforms shall not be able to exercise the activities reserved for investment firms or credit institutions, and in particular they may not:

(a) In respect of the instruments provided for in Article 50 (1) (a) of this Law, provide the services for the receipt, transmission or execution of orders or mandates of clients referred to in points (a) and (b) of Article 63.1 of Law 24/1988, of July 28, of the Market of Securities, nor of custody thereof.

(b) Receive funds on behalf of investors or promoters unless they have the purpose of payment and the platform has the required authorisation of a hybrid payment entity in accordance with the provisions of Law 16/2009 of 13 November, payment services, and their development regulations.

(c) Receive assets of the promoters on their own behalf, either on their own account or on behalf of investors, in order to ensure compliance with the obligations of such promoters vis-à-vis investors.

2. Participatory funding platforms will in no case be able to:

a) Manage discretionary and individualize investments in participatory finance projects.

b) Make personalized recommendations to investors on participatory finance projects.

c) Grant loans or loans to investors or promoters except as provided for in Article 63 of this Law.

d) Assure promoters to raise funds.

e) Provide automatic investment mechanisms that allow non-accredited investors to automate their investment decision, whether or not they are based on criteria pre-fixed by the investor. They will not have the consideration of automatic investment mechanisms the utilities that allow the investor to pre-select from among the published projects all those in which to invest for, subsequently, to agree and formalize their participation in the same by a single action.

3. Participative financing platforms shall not be able to exercise the activities reserved for payment institutions, and in particular the receipt of funds for the purpose of payment on behalf of investors or promoters, without having to A mandatory hybrid payment entity authorisation, in accordance with the provisions of Law 16/2009 of 13 November, on payment services, and its implementing rules.

CHAPTER II

Authorization and Registration

Article 53. Authorization.

1. The National Securities Market Commission will authorize and enroll in its registration for participative financing platforms, prior to the mandatory and binding report of the Banco de España in the case of platforms that publish projects referred to in Article 50 (1) (c) of this Law.

2. The application for authorisation shall be settled within three months of its receipt or at the time of completion of the required documentation and, in any event, within six months of its receipt. The application for authorisation shall be deemed to be rejected by administrative silence if no express resolution has been notified after that maximum period.

The resolutions issued by the National Securities Market Commission in exercise of the power of authorization attributed to it by this article will end the administrative path.

3. The authorisation shall be revoked when, within 12 months of its date of notification, the specific activities of the social object of the platform shall not be initiated for reasons attributable to it.

4. The National Securities Market Commission shall communicate to the Ministry of Economy and Competitiveness the initiation agreements, indicating the essential elements of the file, the acts of the qualified procedure and the final acts of the procedures for the authorisation of participatory financing platforms.

Article 54. Record.

Participatory financing platforms will be entered in the corresponding register of the National Securities Market Commission. This register shall be public and shall contain the updated data of the social name, internet domain address and registered address of the participatory financing platform, as well as the identity of the administrators and a relationship of the partners with significant participation. The registration shall be applied once the required authorisation has been granted and after its incorporation and registration in the public register corresponding to its nature.

Article 55. Requirements for exercising the activity.

It will be requirements for an entity to obtain and maintain its authorization as a participatory financing platform:

(a) To have for exclusive social purpose the performance of the activities that are their own to the participative financing platforms, as provided for in this title and, where appropriate, the activities of a payment institution hybrid as provided for in Article 52.3 of this Act.

(b) Having its registered office, as well as its effective administration and management, on national territory or in another Member State of the European Union.

c) Revestir the form of a capital company, constituted for an indefinite period.

(d) Dispose of the social capital referred to in Article 56 in full paid in cash and meet the financial requirements referred to in that Article.

e) That the administrators of the participatory financing platform are persons of recognised business or professional good repute and have adequate knowledge and experience in the fields necessary for the exercise of their functions.

Concurrability in those who have been showing a personal, commercial and professional conduct that does not cast doubt on their ability to perform a sound and prudent management of the platform. To assess the concurrency of good repute, all available information must be considered.

Such requirements for good repute, knowledge and experience will also be required of the general managers or assimilated of the participatory funding platform.

f) Dispose of good administrative and accounting organization or proper internal control procedures.

g) Dispose of adequate means to ensure the security, confidentiality, reliability and capacity of the service provided by electronic means.

(h) Dispose of an internal rules of conduct covering, in particular, potential conflicts of interest and the terms of the participation of managers, managers, employees and proxies in the applications for funding to be implemented through the platform.

i) To provide for mechanisms to ensure that, in the event of a cessation of their activity, all or part of the services to which they were committed are continued for the participative financing projects that would have obtained funding.

Article 56. Financial requirements.

1. Participatory funding platforms should be available at all times:

(a) A fully paid-up share capital of at least EUR 60,000, or

(b) a professional liability insurance, a guarantee or other equivalent guarantee which allows the liability to be liable for negligence in the exercise of his professional activity, with a minimum cover of EUR 300,000 for damages claim, and a total of 400,000 euros per year for all claims, or

(c) a combination of initial capital and professional civil liability insurance, collateral or other equivalent guarantee that results in a level of coverage equivalent to that of previous (a) and (b).

2. Where the sum of the funding obtained in the last 12 months for projects published on the platform is more than EUR 2 million, participatory financing platforms shall have at least equal own resources. to 120,000 euros.

3. In addition, its total own resources will be increased according to the sum of the following concepts, referring to the total amount of funding obtained in the last twelve months for projects published on the platform:

a) Up to the first 5,000,000 euros, the increase will not be necessary.

(b) For the amount exceeding EUR 5,000,000 and up to the following EUR 50,000,000, 0,2% of that amount.

c) For the amount exceeding 50,000,000 euros, a 0.1 percent of that amount.

(d) However, the additional amount payable shall not exceed EUR 2 million.

4. For the purposes of compliance with the own resources requirements as set out in this Article, the sum of the fully paid-up capital, issue premium and reserves shall be understood as such.

5. The National Securities Market Commission may require participative financing platforms to breach the requirements set forth in this article, the filing of a plan to return to compliance, as well as to introduce into the This plan is the necessary improvements in terms of its scope and time of execution.

6. The National Securities Market Commission may develop the provisions of this article.

Article 57. Application for authorization and registration.

1. The application for authorisation and registration of a participatory financing platform shall be accompanied by the following documents:

a) If this is a new creation, a draft Statute and a negative registration certificate. In the case of the transformation of a pre-existing entity, the presentation of an audited balance sheet may be required, closed not before the last working day of the quarter preceding the filing of the application.

b) Programme of activities, in which, in a specific way, the services, including the auxiliaries, which are intended to be carried out, must be included.

c) Description of the administrative and accounting organization, as well as of the technical and human means appropriate to its activity.

d) Relationship of partners with significant participation with indication of their shareholdings in the share capital.

e) The relationship of administrators and those who have to serve as general or assimilated directors, with detailed information on the trajectory and professional activity of all of them.

f) Internal Rules of Conduct.

g) A description of the procedures and means for the submission of complaints and complaints by the clients and the procedures for resolving them.

h) A duly signed declaration of honorability of each of the administrators and directors general or assimilated of the platform.

i) A description of the procedures and systems established by which investors ' funds will be made to the promoter, and by which investors will receive the remuneration of the invested capital and in the case of where there is an intermediary in the payments, the name of the entity authorised to provide such a service and its registration number.

2. In any event, it may be necessary for persons to request the authorization provided for in this Article, for any data, reports or records to be considered appropriate to verify compliance with the conditions and requirements established in this article. title.

3. For the purposes set out in this Title, significant participation shall be understood as such that it reaches, directly or indirectly, at least 10% of the capital or voting rights of the undertaking or that which, without reaching the percentage (a) to enable the undertaking to be controlled under the terms of Article 42 of the Trade Code.

Article 58. Modification of the authorization.

1. The following modifications of the participatory financing platforms shall be subject to authorisation by the National Securities Market Commission:

(a) Amendments to the Social Statutes. Changes in the registered office or in the place of effective administration or management on a national territory or any changes to the text of legal or regulatory provisions of a Member State shall not be the subject of authorization. mandatory or prohibitive character or comply with judicial or administrative decisions. Nor are those other changes for which the National Securities Market Commission, in response to prior consultation, has deemed it unnecessary to process the authorization because of its limited relevance.

b) Substantial changes in the mechanism for the transfer of funds. The mere change of entity authorised to provide payment services shall not be substantial.

c) Changes in the relationship of partners with significant participation and the appointment of new administrators and directors-general or assimilated.

2. The remaining amendments concerning the information provided for in Article 57 of this Law shall be communicated to the National Securities Market Commission.

Article 59. Revocation, suspension and waiver of authorization.

1. The National Securities Market Commission may revoke the authorisation granted to a participatory financing platform, in the following cases:

a) If you effectively interrupt authorized specific activities for a period of more than one year.

(b) Where a judicial decision to open the settlement phase has been issued in a court proceeding.

c) As a sanction as provided for in Article 93 of this Act.

2. The revocation of the authorisation shall be recorded in all relevant public registers and, as soon as it is notified to the platform, it shall contain the cessation of the activity for which it was authorised.

3. The authorisation of the participatory financing platform may be suspended in the following cases:

(a) Where there are well-founded indications of the commission of offences foreseen and described in this Title.

(b) Where there are reasonable indications that the influence exercised by persons holding a significant participation may result to the detriment of the correct and prudent management of the platform, and up to the conflict of interest situation is resolved.

c) As a sanction as provided for in Article 93 of this Act.

4. The waiver of the authorization granted to be a platform for participative financing must be communicated to the National Securities Market Commission, which will expressly accept it unless there are reasonable grounds to consider that the Cessation of activity may cause serious risks to investors or developers.

5. The National Securities Market Commission shall communicate to the Ministry of Economy and Competitiveness, and to the Banco de España in the case of platforms which publish projects referred to in Article 50 (1) (c), the revocations, suspensions and resignations. of the authorisations of participatory financing platforms that take place.

CHAPTER III

Rules of Conduct

Article 60. General principles.

1. Participatory financing platforms shall be active in accordance with the principles of neutrality, diligence and transparency and in accordance with the best interests of their clients.

2. Both developers and investors will have the consideration of clients.

3. The information they provide to their clients about the rights and obligations they assume when operating through the participatory financing platform must be clear, timely, sufficient, accessible, objective and not misleading.

Article 61. General information obligations.

1. Participatory funding platforms should include the following information on their website:

(a) The basic functioning of the platform, including the way in which participatory financing projects are selected, the way in which information is received and treated by the promoters and the criteria for their publication, which shall be homogeneous and non-discriminatory.

(b) Warning of the risks to investors for the participation in loans or the subscription of shares, units or other securities representing capital and obligations through the platform of participative financing and, in any case, the risk of total or partial loss of capital invested, the risk of not obtaining the expected cash yield and the risk of a lack of investment liquidity.

In the case of equity financing, the risk of dilution of the stake in the company, the risk of not receiving dividends and the risk of not being able to influence the management of the company should be reported. society.

In the case of financing by the issue of social holdings or other representative capital values, it should be reported in addition to the risk of dilution, the risk of not receiving dividends, the risk of not being able to influence in the management of the company and of the restrictions on the free transmissibility inherent in its legal system.

(c) The warning that the participatory financing platform does not hold the status of an investment firm, a credit institution and that it is not attached to any investment guarantee fund or fund of deposit guarantee.

(d) The warning that participative financing projects are not subject to authorisation or supervision by the National Securities Market Commission or the Bank of Spain and that the information provided by the promoter has not been reviewed by them, nor, in the case of issue of securities, is an information leaflet approved by the National Securities Market Commission.

e) The measures and organizational means adopted to minimize the risk of fraud and operational risk.

(f) Where the participatory financing platform provides information on the number or percentage of defaults, late payment, profitability or other similar variable, it shall also report on how defines each variable and how the calculations are performed.

g) The procedures and means through which projects are invested, either by subscription of shares, participations or other securities representing capital and bonds or by participating in the granting of loans.

h) The rates applicable to investors and promoters, the procurement procedure and the form of invoicing.

i) Measures taken to avoid conflicts of interest.

(j) Information about the procedures and systems established by which the promoter will be made to the investor funds and by which investors will receive the remuneration of the invested capital and in the case of where there is an intermediary in the payments, the name of the entity authorised to provide such a service and its registration number.

k) The procedures and means for the filing of complaints and complaints by the clients and the procedures to resolve them.

l) Where appropriate, the procedures and means through which the participatory financing platform offers some debt recovery service.

m) The mechanisms to ensure that, in the event of a cessation of the activity of the participatory financing platform, all or part of the services to which it has committed itself to the participative financing projects are continued which would have obtained funding. They should also report on the consequences for investors and promoters of the lack of activation of such mechanisms.

n) The identity of the participatory finance platform auditors.

2. The information referred to in paragraph 1 shall be included in an accessible, permanent, up-to-date, free and easily visible form on the website of the participatory financing platform.

3. The information referred to in paragraph 1 (b), (c), (d) and (h) shall be submitted, in short and simple terms, and in a place and form specially highlighted on the homepage under a heading called 'Basic customer information'.

4. The National Securities Market Commission may fix the terms, including the method of calculation of the concepts provided for in paragraph 1.f), in which this information is to be published and require the inclusion of any other information that Consider timely.

Article 62. Conflicts of interest.

1. Participatory financing platforms shall establish and implement an effective conflict of interest policy. This policy will be made public on your website and will be adjusted to the size and organization of the platform, as well as the nature, scale and complexity of your business.

2. Administrators, senior managers and employees of the participatory financing platform will not be able to:

a) Conduct activities that may result in a conflict of interest or make improper use or misuse of confidential information; or

b) make personalized recommendations to investors on projects published on the participatory financing platform.

3. The partners of the participative financing platforms may only advise investors on the projects published on the platform when they are authorised to provide the financial advice service referred to in Article 63.1 (g). of the Law 24/1988, of July 28, of the Stock Market and implement an effective policy on conflicts of interest.

Article 63. Related projects.

1. Participatory financing platforms may only participate in projects published on their website according to the following requirements:

(a) Your participation shall not exceed 10% of the objective of financing each project or permit the control of the undertaking, as provided for in Article 42 of the Trade Code.

(b) Participatory financing platforms shall inform investors in a clear and accessible manner of the amount of their participation, or of the amount of the persons referred to in paragraph 3, in each project. They will also publish on the web the criteria of their internal policy to decide their participation in the projects.

2. Participatory financing platforms may only publish projects of which they are promoters on their own website in accordance with the following requirements:

(a) The aggregate financing objective of these projects will not exceed in each financial year 10% of the funds actually collected by all the participative financing projects published on their website in the exercise immediately above.

(b) Participatory financing platforms shall immediately inform investors in a clear and accessible manner of the projects of which they or the persons referred to in the following paragraph were promoters.

3. The provisions of the above paragraphs will also apply to administrators, senior executives and partners with significant participation of the participatory financing platforms, and to the spouses or persons with whom they live. in the same relationship of affectivity as well as their relatives to the second degree of consanguinity or affinity; regarding the projects of which they are promoters and are published in the web pages of their respective platforms.

4. Participatory funding platforms will not be able to participate in projects published by other participatory funding platforms.

5. Without prejudice to the specific legislation applicable to them, in particular in the field of public procurement and grants, or public administrations, or any of the other entities covered by the concept of public sector provided for in Article 2 of the Organic Law 2/2012 of 27 April 2012 on budgetary stability and financial sustainability shall be subject to the limitations set out in the preceding paragraphs.

Article 64. Advertising.

1. Participatory financing platforms may advertise and conduct commercial communications on their general professional activity.

2. Participatory financing platforms may advertise and carry out commercial communications on specific projects for participative financing, provided that the selection of such projects is based on objective criteria and not the discriminatory information to be reported to the clients.

3. In any event, the duty of neutrality and the other principles set out in Article 60 of this Law must be respected.

Article 65. Conservation of information.

Participatory financing platforms shall keep at the disposal of the National Securities Market Commission the information referred to in this Title for at least five years.

CHAPTER IV

About promoters and projects

Section 1. General Requirements

Article 66. Diligence on the admission and verification of the identity of the promoter.

1. The participatory financing platform shall assess with due diligence the admission of funding projects and their adequacy to the requirements set out in this Chapter.

2. The participatory financing platform shall verify the identity of the sponsor and identify it appropriately.

Article 67. Requirements of the promoters.

1. The sponsor shall be validly constituted in Spain or in another Member State of the European Union. In the case of natural persons, their tax residence shall be in Spain or in another Member State of the European Union.

2. The promoters or partners of the sponsoring entity, the manager of the sponsor or the members of its Board of Directors may not be disabled in accordance with the provisions of Law 22/2003 of 9 July, Consoliones, or equivalent rules of other Member States of the European Union, nor may they be serving time for the commission of offences or offences against heritage, money laundering, socio-economic order, public finances and social security.

Article 68. Limits to the number of projects and maximum fetch amount.

1. Participatory financing platforms shall ensure that no promoter has more than one project published simultaneously on the platform.

2. The maximum amount of funding for participative funding through each of the participative financing platforms will not be higher than EUR 2,000,000, with successive rounds of funding being possible. financing that does not exceed that amount in annual calculation. Where projects are directed exclusively to accredited investors, the previous maximum amount may be EUR 5,000,000.

Article 69. Temporary and quantitative limits for the project.

1. Participatory financing platforms shall ensure that for each participatory financing project, a funding objective is established and a maximum period of time to be able to participate.

2. Participatory financing platforms may set out in their operating rules that the funding objective and the maximum period referred to in paragraph 1 may be exceeded by up to 25% provided that it is reported, prior to the investment, of such a possibility and of the assumptions that give rise to the investment.

3. The participatory financing platform shall ensure that the funding objective and the maximum period referred to in paragraphs 1 and 2 are not exceeded.

4. If the objective of financing is not achieved within the time limit set or, where appropriate, exceeded in accordance with paragraph 2, the amounts provided shall be returned.

5. By way of derogation from paragraph 4, participative financing platforms may lay down in their operating rules that the project shall receive the funding where at least 90% of the objective of the project has been reached. financing, once the participation in the project which could have the platform itself has been discounted in accordance with Article 63.1, and provided that it is informed, prior to the investment, of such possibility and of the assumptions that give rise to the same.

Article 70. Information about the project.

1. The project shall contain at least a description of the project in a concise manner and in a non-technical language, providing the necessary information to enable an investor to provide a well-founded judgement on the project financing decision.

2. The participatory financing platform shall publish the description referred to in the previous paragraph, and the information contained in Sections 2 and 3 of this Chapter.

Article 71. Responsibility for the participatory funding platform with respect to project information.

1. Participatory funding platforms shall ensure that the information published on the platform is complete as provided for in this chapter.

2. The participatory financing platforms shall publish any other relevant information in their possession on the project or the promoters.

Article 72. Additional reporting obligations.

1. If the participatory financing platform enables a channel of communication between the promoter and potential investors, it will ensure that all information sent through that channel is accessible to other potential investors. through its publication in an easily visible place on the platform's website.

2. The participatory financing platforms will update the state of participation in the project on their website on a daily basis as well as the percentage of the funding that has been taken by investors who have the consideration of accredited and by the platform itself. Once the time limit for the investment has been completed, the participatory financing platform should announce it in the space of the website reserved for the relevant project.

3. The information received and published on a project shall be available to investors who have participated in the project on a continuous basis on the website for a period of not less than 12 months from the closure of the fundraising.

4. Participative financing platforms shall make available to investors the request for the information provided for in paragraph 1 on a durable medium and for a period of not less than five years from the closure of the funds.

Article 73. Promoters ' responsibility for the published information.

Promoters will be responsible to investors for the information they provide to the participatory financing platform for publication.

Section 2. Additional Requirements for Loans

Article 74. Eligibility of the loans granted.

1. The loans granted shall be subject to the legal arrangements to which they are subject.

2. Loan-based projects will not be able to incorporate a mortgage guarantee on the borrower's usual housing.

Article 75. Information about the promoter that captures financing through loans.

1. Where participative financing projects are implemented through loans and the sponsor is a legal person, they shall at least contain the information referred to in Article 78 of this Law.

2. Where participative financing projects are implemented through loans and the sponsor is a natural person, the projects shall at least contain the following information:

a) Curriculum vitae.

b) Home to notification effect.

c) Description of the financial situation and indebtedness.

3. Participatory financing platforms may preliminarily conceal the identity of the promoters, provided that they ensure that investors are able to know such an identity at some stage prior to the actual contribution of the funds.

Article 76. Information on loans.

1. Participative financing projects implemented through loans shall contain at least the following information on loans:

a) A brief description of the essential characteristics of the loan and the risks associated with the financing.

(b) Mode of formalisation of the loan and, in the case of formalisation by public deed, place of its grant and indication of who will bear such expenditure.

(c) Description of the rights attached to the loans and their form of financial year, including any limitation of those rights. Information on the remuneration and amortization of loans, and limitations on disposal, shall be included.

2. In particular, they should incorporate the following information in order to clarify the conditions under which promoter and investors participate in the participatory financing project:

a) The type of loan, total loan amount, and duration of the loan contract.

(b) The equivalent annual fee, calculated in accordance with the mathematical formula set out in Part I of Annex I to Law 16/2011 of 24 June, for consumer credit agreements.

c) The total cost of the loan including interest, commissions, taxes and any other expenses including those of ancillary services other than those of notary.

d) The table of redemptions with the amount, number and periodicity of the payments to be made by the promoter.

(e) The interest rate of late payment, the modalities for its adaptation and, where applicable, the default and a warning on the consequences in the event of default.

(f) Where applicable, the guarantees provided, the existence or absence of the right of withdrawal and the early repayment and eventual right of the lenders to receive compensation.

3. In the event that some of the issues referred to in the above paragraphs were not determined at the time or during the publication of the project, the participatory financing platform shall detail its form of determination or calculation before the finalisation of the funding.

Section 3. Requirements applicable to shares, units or other capital and bond securities

Article 77. Suitability of the issued values.

The shares, shares or other securities representing capital and the obligations under the issuance will be subject to the legal regime applicable to them and, where appropriate, to the provisions of Law 24/1988, 28 of July, of the Stock Market, and in the recast text of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010, of July 2.

Article 78. Information about the promoter that issues values.

1. Participative financing projects implemented through a subscription offer for shares, units or other capital and debt securities shall contain at least the following information on the issuer:

a) Description of the society, its social organs and the plan of activities.

b) Identity and curriculum vitae of administrators and directors.

(c) Social name, registered office, Internet domain address and issuer registration number.

d) Form of social organization.

e) Number of employees.

f) Description of the financial situation.

g) Structure of social capital and indebtedness.

2. In the case of the issue or subscription of shares, social units or other capital representative securities, the social statutes shall also be included.

Article 79. Information about the offering of values.

Participatory financing platforms should publish the following information on participative financing projects implemented through an offer to subscribe for shares, units or other securities representative of capital and obligations:

a) Description of the type and class of the values offered and, if any, the value identification code.

b) A brief description of the essential characteristics and risks associated with the investment in the securities concerned.

c) Indication of whether the values are represented in the form of titles or annotations in account. In the first case, the name of the custody entity shall be indicated. In the latter case, the name and address of the entity responsible for the keeping of the relevant entries shall be indicated. In both cases, the rates applicable to these services shall be indicated.

(d) Description of the rights attached to the securities and their form of exercise, including any limitation of those rights. Information on the depreciation and remuneration of securities or their form of calculation shall be included where it is not possible to publish it in advance, repurchase agreements and limitations on sale.

e) Where appropriate, the guarantees provided.

Article 80. Requirements of the social statutes of the promoters.

1. The social statutes or, where appropriate, the regulation of the board of promoters with a corporate character that implement their projects of participative financing through an offer of subscription of shares, participations or other values representative of capital must regulate the following rights of the partners:

(a) Recognize the right of assistance to the Board by telematic means in the terms provided for in Article 182 of the recast of the Capital Companies Act.

b) Recognize the right of representation in the general meeting by any person.

(c) They shall establish that the joint pacts which have as their object the exercise of the right to vote in general meetings or which have an effect on the transmissibility of shares, social interests or other securities representative of capital shall be immediately communicated to the company itself and to the other partners.

2. The statutory clauses which violate the provisions of this Article shall be null and void.

CHAPTER V

Investor protection

Article 81. Types of investors.

1. Investors may be accredited or not accredited.

2. In the case of projects referred to in Article 50 (1) (b) and (c) of this Law, they shall be considered to be an accredited investor:

(a) The natural and legal persons referred to in points (a), (b) and (d) of Article 78b (3) of Law 24/1988 of 28 July of the Stock Market.

(b) Employers who individually meet at least two of the following conditions:

1. º that the total of the asset's items is equal to or greater than 1 million euros,

2. º that the amount of your annual business figure is equal to or greater than 2 million euros,

3. º that your own resources are equal to or greater than 300,000 euros.

c) Natural persons who meet the following conditions:

1. º Acredit an annual income exceeding 50,000 euros or a financial estate exceeding 100,000 euros, and

2. to request to be considered as an accredited investor with prior character, and to expressly waive his or her treatment as an uncredited client.

The admission of the application and waiver shall be made in accordance with the provisions of Article 84 and shall be conditional on the participatory financing platform carrying out the appropriate assessment of the experience and client knowledge, and ensure that you can make your own investment decisions and understand your risks.

(d) Small and medium-sized enterprises and legal persons not mentioned in the preceding paragraphs when they comply with the provisions of the preceding paragraph number 2.

3. In addition to the persons mentioned above, the consideration of an accredited investor shall also be given to natural or legal persons who demonstrate the contracting of the financial advice service on the financing instruments of the platform by an authorized investment firm.

4. Any investor who does not comply with the provisions of paragraphs 2 and 3 of this Article shall have the consideration of non-accredited.

5. Investors accredited in accordance with points (c) and (d) of paragraph 2 of this Article that do not provide financing to a project of the participatory financing platform within 12 months shall lose the status of accredited, if not may be recovered if they comply with the requirements laid down in those letters. They will also lose the consideration of accredited when they request it in writing.

Article 82. Limits on investment in projects published on participatory financing platforms.

1. Participatory financing platforms shall ensure that no non-accredited investor:

a) Commit to investing or investing through it more than 3,000 euros in the same project published by the same participatory funding platform.

b) Commit to investing or investing more than 10,000 euros through it over a period of twelve months, in projects published by the same participatory funding platform.

2. In addition, participative financing platforms should require non-accredited investors to demonstrate the manifestation referred to in Article 84.2.b) in order to prevent non-accredited investors from investing in a period of 12 months longer. of 10,000 euros in projects published on the set of platforms.

Article 83. Pre-investment information requirements.

1. Prior to the participation in each participatory financing project, the website through which the participatory financing platform operates must ensure that the investor receives and accepts a specific communication in the which is clearly and understandably warned of the following circumstances:

(a) The participatory financing project is not subject to authorisation or supervision by the National Securities Market Commission or the Banco de España and the information provided by the promoter has not been reviewed by them.

b) In the case of securities issuance, the securities issue is not subject to authorisation or supervision by the National Securities Market Commission and the information provided by the issuer has not been reviewed by the National Market Commission. It is not an information leaflet approved by the National Securities Market Commission.

c) The existence of risk of total or partial loss of capital invested, risk of not obtaining the expected cash yield and risk of illiquidity to recover its investment.

(d) The capital invested is not guaranteed by the investment guarantee fund or by the deposit guarantee fund.

e) Other than the National Securities Market Commission determines.

2. The obligation referred to in paragraph 1 shall not be required when the investor is accredited.

Article 84. Investor expressions.

1. The participatory financing platform will require any accredited investor, before operating for the first time as such, to express that it has been advised that the investor is considered to be exposed to higher risks and is less than protection with respect to investment in a participatory financing project. Such an expression may be made at the same time as those referred to in points (c) and (d) of Article 81.2 of this Law.

2. Immediately prior to acquiring any payment commitments, the participatory financing platform shall require that, together with its consent, any non-accredited investor manifests that:

a) It has been warned of the risks involved in investing in the participatory financing project or participative financing projects in the event that the investor participates in several through a single action, and

b) taking into account the operation that it performs, its total investment over the last twelve months in projects published by the set of participative financing platforms does not exceed the threshold of 10,000 euros.

3. The investor's statements referred to in paragraphs 1 and 2 of this Article, as well as points (c) and (d) of Article 81.2, may be obtained both through his handwritten expression and through electronic or telephone channels, provided that effective measures are put in place to prevent the manipulation of the information after the operation has been carried out. In the case of the provision of services by electronic means, the necessary means must be established to ensure that the customer can type the corresponding expression and the entity must be able to prove that it has been carried out. This will require the use of any of the following means:

a) Qualified electronic signature or advanced electronic signature based on a qualified certificate of electronic signature.

b) Qualified electronic seal or advanced electronic seal based on a qualified certificate of electronic seal, if the investor is a legal person.

c) Intervention of a trusted third party in the operation.

(d) Other methods to prove that the customer has effectively typed the corresponding expression at the time of the accredited investor's request.

In the case of the provision of services by telephone, the entity must ask the investor to identify himself before starting the operation and keep the recording with the client's verbal expression.

4. The participatory financing platform shall keep track of the events referred to in the preceding paragraphs for at least five years.

Article 85. Application of the right of protection for users and investors of participatory financing platforms.

The activity developed by participatory financing platforms and the relationships between promoters and investors will be subject to the regulations on consumer protection and users with the in this chapter, as well as the mechanisms provided for in the legislation on the protection of the customers of financial services and, in particular, as laid down in Articles 29 and 30 of Law 44/2002 of 22 November 2002, reform of the financial system.

Article 86. Application of consumer law to participatory financing platforms.

1. In its relations with those promoters who have the consideration of consumer, the participatory financing platform will have the consideration of an intermediary within the meaning of Law 2/2009 of 31 March, which regulates recruitment with consumers of loans or mortgage and intermediary services for the conclusion of loan or credit agreements, which shall apply to them in the following terms:

(a) The registration obligation laid down in Article 3 of that Law shall not apply.

(b) The obligation to have a civil liability insurance or bank guarantee established by Article 7 of that Law shall not apply.

(c) The obligations on commercial communications and advertising and the additional obligations to the intermediation activity of Articles 19.3 and 22 of Law 2/2009 of 31 March 2009 shall not apply.

2. In its relations with those promoters who have the consideration of consumer, the participatory financing platform will have the consideration of intermediary for the purposes of Law 16/2011, of June 24, of contracts of credit to the consumer, to the effects of which shall be understood as having met the following requirements with the publication of the project by a participatory financing platform which has obtained the required authorisation and is registered in the relevant register of such a project Law:

(a) The submission of a binding offer as referred to in Article 8 of that Law.

(b) The communication of the information prior to the contract and its advertising referred to in Articles 9 and 10 of that Law.

Article 87. Prohibition of loans or mortgage loans on projects with consumers.

Participatory financing platforms will not publish projects in which consumers apply for a loan or credit with a mortgage guarantee.

Article 88. Warnings to be performed.

Participatory financing platforms should be aware of the risk of excessive indebtedness, which may involve obtaining financing by means of promoters who have the status of a consumer.

CHAPTER VI

Monitoring, Inspection, and Sanctions

Article 89. Inspection and sanction regime.

1. The supervisory, inspection and sanction regime for this title is subject to the National Securities Market Commission:

a) Participatory financing platforms.

(b) Other natural and legal persons for the purpose of verifying whether they infringe the activity and denomination reserves provided for in Article 48.

2. In the case of legal persons, the powers that correspond to the National Securities Market Commission may also be exercised in respect of those who hold positions of administration, management or assimilated to them.

Article 90. Powers of the National Securities Market Commission and cooperation with the Banco de España.

1. The National Securities Market Commission shall have all the powers of inspection, supervision and sanction provided for in this Law and in the rest of the legal order for the exercise of its functions.

2. In accordance with the principles of cooperation and cooperation, the Banco de España shall, in respect of platforms which publish projects referred to in Article 50 (1) (c), provide the National Securities Market Commission with the information it provides. specify and provide, in its own field, the active cooperation and assistance it may be able to obtain for the effective exercise of the powers conferred on it by this Title.

3. For the purposes of the above paragraph, the National Securities Market Commission may request any data, documents or evidence available from the Banco de España, and require its assistance for the best financial year the supervisory, inspection and sanction functions provided for in this Title. In particular, the Banco de España, at the request of the National Securities Market Commission, may develop the actions and exercise the powers provided for in Article 50 of Law 10/2014 of 26 June, of ordination, supervision and the solvency of credit institutions to verify compliance with the provisions of this Law for platforms which publish projects referred to in Article 50 (1) (c).

4. In particular, in relation to the exercise of the sanctioning power attributed to him by this chapter, the National Securities Market Commission:

(a) It shall communicate to the Ministry of Economy and Competitiveness the opening agreements, indicating the essential elements of the file, the acts of qualified procedure and the final acts of the proceedings. sanctioning.

(b) The Bank of Spain shall be required to report in advance of the imposition of sanctions on platforms which publish projects referred to in Article 50 (1) (c)

(c) It may require the Bank of Spain, in accordance with paragraphs 2 and 3, for the records, reports and actions necessary for the effective exercise of its powers and the proper instruction of the procedures.

5. The content of the duty of collaboration between the National Securities Market Commission and the Bank of Spain provided for in this Article may be specified through the instruments and procedures that are jointly and voluntarily established by the Bank of Spain. organisms.

6. The natural and legal persons provided for in Article 89 shall be required to make available to the National Securities and Exchange Commission or the Bank of Spain when acting on the request of the latter, all books, records and documents, whatever their support, they consider to be precise for the proper exercise of their functions, including software.

7. The National Securities Market Commission, in the exercise of the supervisory and inspection powers referred to in this Chapter, may communicate and require the natural and legal persons provided for in Article 89 by electronic means, the information and measures contained in this Law and its implementing provisions, in accordance with the provisions of Article 85.6 of Law 24/1988 of 28 July of the Stock Market.

Article 91. Communications to the National Securities Market Commission.

Participatory financing platforms should send to the National Securities Market Commission information regarding changes in their share structure or distribution of shares and, at the close of their exercise, the following documentation:

a) The audited annual accounts, accompanied by the corresponding audit report.

b) A Memory that contains:

1. A summary of the categories of projects published through the website, funding achieved and projects that have not been funded and, in the case of information available, late payment and number and percentage of defaults and failed. You will also need to incorporate general information about projects that have not been selected for publication, as well as the categories of reasons that have motivated this fact.

2. º Where applicable, the identity of the credit institution or payment service company contracted by the participatory financing platform to mediate payments made by investors and promoters.

3. º In your case, the court actions, complaints, and complaints filed by the clients.

4. In the event that they manage a loss coverage system itself, its volume and losses to which it has been incurred.

Article 92. Violations.

1. These are very serious violations:

(a) The repeated publication by participatory financing platforms of projects that do not meet the conditions set out in Article 49 or are not implemented through the forms provided for in the Article 50.

(b) Non-compliance on the part of the participatory financing platforms of the prohibitions provided for in Article 52 and the prohibition of receiving funds on behalf of customers without the required authorisation in place of Article 52.3.

(c) The provision of services of the participating financing platforms without the provision of the mandatory authorisation provided for in Article 53.

d) Non-occasional or isolated realization by the participatory financing platforms of activities that do not consist of their authorization.

e) obtaining authorization as a platform for participatory financing through false statements or by other irregular means.

f) The refusal or resistance to the supervisory or inspector performance of the National Securities Market Commission.

g) The publication of misleading information that leads to error in the investor and in particular the manipulation of the percentage of defaults, the rate of late payment, the rate of return, the level of risk of investing in a project in particular or projects in general published on the platform.

(h) The serious and repeated non-compliance by the participatory financing platforms of the behavioural obligations referred to in Article 60 and the rules for minimising conflicts of interest to the parties. referred to in Articles 62 and 63.

i) The repeated and serious non-compliance by the participatory financing platforms of the duty to check the identity of the promoters.

(j) Non-compliance, not merely occasional or isolated, by the participatory financing platforms of the duty to ensure the application of the limits applicable to the participatory investment project, the objectives and maximum time limits and investment limits for non-accredited investors referred to in Articles 68, 69 and 82.

k) The repeated and serious non-compliance on the part of the participatory financing platforms of the duty to provide the prior information referred to in Article 83 and to obtain the investors ' statements referred to in points (c) and (d) of Article 81.2 and in Article 84.

(l) The commission by the infringer of a serious infringement when within the previous five years a firm administrative penalty has been imposed on him for the same infringing type.

2. These are serious violations:

(a) The total or partial non-compliance with the reporting obligations provided for in Article 61 where the relevance of the information or the delay with which it was published has seriously hampered the assessment on the nature of the entity and its activities, or such information is based on inaccurate or non-truthful data, where the incorrectness in these assumptions is relevant.

(b) The serious and repeated non-compliance by the participatory financing platform of the rules governing the advertising provided for in Article 64.

(c) The repeated and serious failure to comply with the participatory financing platform's duty of diligence to verify that the promoters and their projects comply with the requirements set out in Chapter IV and the obligation to publish the information provided for in that Chapter.

(d) The serious and repeated non-compliance with the reporting obligations provided for in Article 72 by the participatory financing platform.

e) Failure to comply with the communications regime to the National Securities Market Commission provided for in Article 91.

(f) Failure to comply with the obligations referred to in paragraph 1.a), (d), (h), (i), (j), (k), where they do not constitute a very serious infringement.

g) The commission for the infringer of a minor infraction when within the previous two years a firm administrative penalty has been imposed on him for the same infringer type.

3. Minor infringements are those infringements of the provisions of this Title which do not constitute a serious or very serious infringement in accordance with the provisions of the two preceding paragraphs.

Article 93. Penalties.

1. One or more of the following penalties shall be imposed on the infringer by the commission of very serious infringements:

(a) Multa in the amount of between three times and five times the gross profit obtained as a result of the acts or omissions in which the infringement consists, of between 5 percent and 10 percent of the net turnover Total annual or between 75,000 and 200,000 euros.

b) Revocation of the authorization.

c) Prohibition of applying for authorisation to operate as a participatory financing platform for a period of not less than one year and not more than five years.

d) Separation of the charge of management or management that the infringer occupies on a participatory financing platform, with disablement to exercise management or management positions on any other platform of participative financing for a period of not more than 10 years.

2. One or more of the following penalties shall be imposed on the infringer by the commission of serious infringements:

(a) Multa in the amount of between double and triple the gross profit obtained as a result of the acts or omissions in which the infringement consists, of between 3 percent and 5 percent of the annual net turnover Total or between 50,000 and 100,000 euros.

b) Suspension of the authorisation to operate as a participatory financing platform for a period not exceeding one year.

(c) Suspension of a term of not more than one year in the exercise of the management or management charge of the infringer in a participatory financing platform.

3. In all the provisions of this Chapter, it will be of application to the exercise of the power of sanction the Law 24/1988, of July 28, of the Market of Values and its rules of development, and, in particular, the Royal Decree 2119/1993, of 3 of December, on the sanctioning procedure applicable to the subjects acting on the financial markets. The penalties for serious and very serious infringements shall be published in the "Official State Gazette" and on the website of the National Securities Market Commission, in accordance with the provisions of Articles 102 and 103 of Law 24/1988, of 28 January 1988. July, on the Securities Market.

4. For the commission of minor infractions the penalty of fine shall be imposed on the infringer for the amount of the gross profit obtained as a result of the acts or omissions in which the infringement consists and its double, of between 1 and 3 percent Total annual net turnover or between 10,000 and 50,000 euros.

TITLE VI

Strengthening the supervisory capacity of the National Securities Market Commission

Article 94. Amendment of the Law 24/1988, of July 28, of the Stock Market.

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

One. Article 12 bis.1 is amended as follows:

" 1. Declared the contest of an entity in charge of the holding of the securities register represented by an account or a participating entity in the registration system, the holders of securities entered in those records shall enjoy the the right of separation in respect of the securities entered in his favour and may be brought by him requesting his transfer to another entity, without prejudice to the provisions of Articles 44 bis.9 and 70 ter.2.f) of this Law. "

Two. A new second paragraph is inserted in Article 14.7, passing the current second paragraph to the third paragraph:

" The National Securities Market Commission shall decide on the timing of the call for personnel selection processes to cover the vacancies of the approved template in the operating budget and the capital of the institution, with the exception of the Public Employment Offering. "

Three. A new wording is given to Article 15, in the following terms:

" Article 15.

1. The National Securities Market Commission, for the proper exercise of the powers conferred upon it by this Law, may dictate the provisions requiring the development and execution of the rules contained in the actual decrees approved by the Government or on the orders of the Minister of Economy and Competitiveness, provided that these provisions enable him to express himself for this purpose.

2. The provisions laid down by the National Securities Market Commission, as referred to in the previous paragraph, shall be drawn up by the latter, prior to the appropriate technical and legal reports of the competent services thereof. Such provisions shall be given the name of Circulars, shall be approved by the Council of the Commission, shall not have effect until they are published in the "Official Gazette of the State" and shall enter into force in accordance with the provisions of Article 2.1. of the Civil Code.

3. The National Securities Market Commission may develop technical guidance to supervised entities and groups, indicating the criteria, practices, methodologies or procedures it considers appropriate for regulatory compliance. It is applicable to them. These guidelines, which must be made public, may include the criteria that the National Securities Market Commission will follow in the exercise of its supervisory activities. The National Securities Market Commission may require the supervised entities and groups to provide an explanation of the reasons why, where appropriate, they would have been separated from such criteria, practices, methodologies or procedures.

The National Securities Market Commission may make its own, and transmit as such to entities and groups, as well as develop, supplement or adapt the guides that, on such issues, approve the bodies or committees International assets in the regulation and supervision of the securities market. "

Four. A new wording is given to Article 31.6, in the following terms:

" 6. The direct or indirect participation in the capital of the companies which administer secondary Spanish secondary markets will be subject to the scheme of significant shareholdings provided for in Article 69 of this Law for companies investment services, in terms of which they are determined, on the understanding that they will, in any event, have such a character any involvement which, directly or indirectly, reaches at least 1% of the capital or the rights of the the vote of the company or the one which, without reaching that percentage, would allow a notable influence to be exerted on the company, in terms to be determined by regulation. Without prejudice to the powers to oppose a significant participation in the terms provided for in paragraph 6 of that Article 69, the National Securities Market Commission may object to the acquisition of a significant shareholding. in the social capital of such companies when it considers that it is necessary to ensure the proper functioning of the markets or to avoid distortions in the markets, as well as, in the case of acquirers of third States, for not giving equivalent to Spanish entities in their country of origin. The National Securities Market Commission shall communicate to the Ministry of Economy and Competitiveness its opposition to the acquisition of the significant participation and the reasons for which it is based. "

Five. The wording of Article 31 bis.1 is amended as follows:

" 1. To start your activity, the official secondary markets will have to obtain the authorization of the National Securities Market Commission. The time limit for resolving the authorisation procedure shall be six months after the application or, where applicable, the information that completes the required documentation, has entered the register of the National Securities Market Commission. In the absence of an express decision within that period, the application shall be deemed to be rejected. The National Securities Market Commission shall communicate to the Ministry of Economy and Competitiveness the opening of the authorization procedure indicating the essential elements of the file to be processed, and the completion thereof, indicating the a sense of the resolution adopted by the National Securities Market Commission.

In the case of markets of a regional nature, such authorization shall be granted by the Autonomous Community with competence in the field. "

Six. A new wording is given to Article 31 bis.4:

" 4. The National Securities Market Commission may revoke the authorisation granted to an official secondary market when any of these assumptions are made:

(a) The market does not make use of the authorization within twelve months or expressly renounces it.

b) For lack of market activity during the six months prior to revocation.

c) You have obtained the authorization by using false statements or any other irregular means.

d) Stop meeting the requirements to which the authorization was granted.

e) Incurra into a very serious infringement, as provided for in Title VIII of this Act.

The National Securities Market Commission will communicate the revocation of the authorization to the Ministry of Economy and Competitiveness. Any revocation of an authorisation shall be notified by the National Securities Market Commission to the European Securities and Markets Authority. '

Seven. Article 31 quater.2 is amended as follows:

" 2. The replacement of the official secondary market with the secondary market will be subject to the authorization of the National Securities Market Commission. The deadline for resolving the procedure shall be three months from the date of submission of the application or from the completion of the required documentation. In the absence of an express decision within that period, the application shall be deemed to be rejected. The National Securities Market Commission shall communicate to the Ministry of Economy and Competitiveness the opening of the authorization procedure indicating the essential elements of the file to be processed, and the completion thereof, indicating the a sense of the resolution adopted by the National Securities Market Commission.

In the case of markets of a regional nature, such authorization shall be granted by the Autonomous Community with competence in the field. "

Eight. The wording of Article 37.2 (d) is amended as follows:

" (d) Investment service undertakings and credit institutions authorised in a State other than a Member of the European Union, provided that, in addition to the requirements set out in Title V of this Act to operate in Spain, in the authorisation given by the authorities of their country of origin, are entitled to execute orders from clients or to negotiate on their own account. The National Securities Market Commission may refuse or condition the access of these entities to the Spanish markets for prudential reasons, for not giving equivalent treatment to Spanish entities in their country of origin, or for not being ensured compliance with the rules of management and discipline of the Spanish stock markets. "

Nine. A new wording is given to the second paragraph of Article 44 bis.3:

" Without prejudice to the provisions of Article 69.6, the National Securities Market Commission may oppose the acquisition or transfer of a significant share in the capital of the Systems Society when considers that it is necessary to ensure the proper functioning of the markets or the systems of registration, clearing and settlement of securities or to avoid distortions in securities, as well as for not giving equivalent treatment to institutions in the country of origin of the acquirer. The National Securities Market Commission will give reasoned account to the Ministry of Economy and Competitiveness of this decision. "

Ten. A new wording is given to Article 44 bis.11:

" 11. The National Securities Market Commission, after reporting by the Bank of Spain, may authorise other financial institutions to carry out all or some of the functions referred to in paragraph 1 of this Article. The National Securities Market Commission shall communicate to the Ministry of Economy and Competitiveness, on a quarterly basis, the procedures for authorisation initiated, indicating the essential elements of the file to be processed, and the of the same, indicating the meaning of the resolution adopted by the National Securities Market Commission.

Such entities shall be subject to the provisions of paragraphs 8 and 9 of this Article, and shall in any case comply with the minimum requirements to be laid down in regulation, which shall necessarily include the access to the status of participants in the systems, minimum own resources, good repute and professionalism of the managers responsible for the institution, organizational and operational structure, operating and accounting procedures, establishment of risk limitation and control measures and connection to payment systems. The same supervisory and discipline regime as for the Society of Systems shall apply to them, with the specifications which they regulate shall be established. "

Once. Article 45 is amended as follows:

" Article 45.

The creation of Stock Exchanges shall be the responsibility of the National Securities Market Commission, in accordance with the provisions of Article 31a, except in the case of Stock Exchanges located in the territory of Autonomous Communities whose Statute of Autonomy recognizes them to the effect. In this case, the creation of Stock Exchanges shall correspond to those Autonomous Communities. "

Twelve. Article 66.1 is amended as follows:

" 1. It will be up to the National Securities Market Commission to authorize the creation of investment service companies.

The authorisation shall include the type of investment firm in question, as well as the specific investment services and ancillary services which are authorised to it from among those listed in the investment services programme. activities referred to in the following paragraph.

The administrative decision shall be reasoned and shall be notified within three months of receipt of the request, or at the time of completion of the required documentation and, in any case, within six months. following the reception of the one. Where the application is not settled within the time limit, it may be deemed to be dismissed. The National Securities Market Commission shall communicate to the Ministry of Economy and Competitiveness, on a quarterly basis, the procedures for authorisation initiated, indicating the essential elements of the file to be processed, and the of the same, indicating the meaning of the resolution adopted by the National Securities Market Commission. "

Thirteen. A new wording is given to the first paragraph of Article 67.1, in the following terms:

" 1. The National Securities Market Commission may only refuse authorisation to constitute an investment firm for the following reasons: "

Fourteen. A new wording is given to the first paragraph of Article 68.2, in the following terms:

" 2. Any alteration of the specific investment services and ancillary services initially authorised shall require prior authorisation granted in accordance with the authorisation procedure of new entities and shall be entered in the records of that institution. Commission, in the form that it is regulated. Authorization may be refused if the institution does not comply with Articles 67, 70 and 70 and, in particular, if it considers the administrative and accounting organisation of the institution, its human and technical means or its procedures as insufficient to be insufficient. internal control. "

Fifteen. The wording of Article 69.11 is amended:

" 11. Where there are substantiated and substantiated reasons that the influence exercised by persons holding a significant participation in an investment firm may be detrimental to the sound and prudent management of the undertaking, seriously damaging its financial position, the National Securities Market Commission, will adopt some or some of the following measures:

(a) Those provided for in paragraph 8 (a) and (b), while the suspension of voting rights may not exceed three years.

b) By way of exception, revocation of the authorization.

In addition, sanctions may be imposed as provided for in Title VIII.

The National Securities Market Commission will give reasoned account to the Ministry of Economy and Competitiveness of this decision. "

Sixteen. The first paragraph of Article 70 quater.1 is amended as follows:

" 1. In accordance with Article 70 (2) (d) (2), undertakings providing investment services shall organise and take measures to identify potential conflicts of interest between their clients and the undertaking itself, or its group, including its directors, employees, agents or persons connected with it, directly or indirectly, by a control relationship; or between the different interests of two or more of its clients, in respect of each of which the undertaking maintain obligations. "

seventeen. The wording of the sixth paragraph of Article 71 bis.2 is amended as follows:

" The National Securities Market Commission shall also assume control of the obligation laid down in Article 70b (2) (e) in respect of the registration of the operations carried out by the branch, without prejudice to the fact that the competent authority of the State of origin has direct access to that register. '

Eighteen. A new wording is given to Article 73 (f), in the following terms:

f) in the event of a serious and systematic breach of the obligations laid down in Article 70 (1) (a) and in points (c), (e) and (f) of Article 70b (2) of this Law. "

nineteen. A new wording is given to Article 74.1:

" 1. The revocation of the authorization shall be in accordance with the common procedure laid down in Title VI of Law No 30/1992 of 26 November 1992 on the Legal System of Public Administrations and the Common Administrative Procedure, processing and resolution to the National Securities Market Commission.

The National Securities Market Commission will communicate to the Ministry of Economy and Competitiveness the revocation of the authorization granted. "

Twenty. The wording of the first paragraph of Article 74.4 is amended:

" 4. The National Securities Market Commission may agree that the revocation will result in the entity's forced dissolution. In these cases, the National Securities and Exchange Commission and the governing bodies of the official secondary markets, on its own or at the request of the latter, if they are affected, may, in the interests of the protection of the investors and the regular functioning of the securities markets, to agree on all the prudential measures that are considered relevant and, in particular: "

Twenty-one. A new wording is given to the introductory paragraph of Article 84 (1):

" 1. The following persons and entities, as regards compliance with this Law and its implementing rules, as well as European Union law rules containing precepts specifically referred to: "

Twenty-two. Article 85.1 (a) is amended as follows:

"(a) directly, without prejudice to the ability to seek the collaboration of third parties in the terms set out in paragraph 9;"

Twenty-three. Article 85.2 (i) is amended as follows:

" (i) to take any measure to ensure that persons and entities subject to their supervision comply with the applicable rules and provisions, or with the requirements for the correction or correction made, may require such persons and entities, in isolation or collectively and for this purpose, to provide reports from independent experts, auditors or their internal control or regulatory compliance bodies; '

Twenty-four. A new point (n) is incorporated in Article 85.2, with the following wording:

" (n) to obtain, through its employees, information on the degree of compliance with the rules affecting the securities markets by supervised entities, without disclosing their status as Commission staff. National of the Securities Market and, in particular, the way in which its financial products are being marketed, as well as the good or bad practices that such entities may be carrying out. "

Twenty-five. A new paragraph 9 is added to Article 85, with the following wording:

" 9. For the best exercise of the supervisory functions legally assigned to it, the National Securities Market Commission may, in the event of a duly motivated need, use the background resulting from the collaboration that the require auditors, consultants or other independent experts to comply with the rules and instructions to be determined by the body.

In particular, the National Securities Market Commission, to assess the degree of compliance with the rules affecting the securities markets by supervised entities and, in particular, on the practices of marketing of financial instruments, may request the collaboration of experts through the issuance of reports. For the preparation of these reports, the designated experts as well as their employees may act anonymously, without disclosing their performance on behalf of the National Securities Market Commission.

Acting in collaboration with the National Securities Market Commission pursuant to this paragraph shall in no case involve the exercise of administrative powers. "

Twenty-six. A new wording is given to Article 97.1, in the following terms:

" 1. The jurisdiction for the opening, instruction and sanction in the sanctioning procedures referred to in this Chapter shall be in accordance with the following rules:

(a) The opening and instruction of files shall be the responsibility of the National Securities Market Commission. The opening of files, where it affects investment firms authorised in another Member State of the European Union, shall be communicated to its supervisory authorities, in order to ensure that, without prejudice to the precautionary measures and sanctions which proceed under this Law, adopt those that they consider appropriate for the cessation of the infringing action or to avoid their reiteration in the future.

b) The imposition of sanctions for very serious, serious and minor infractions will be the responsibility of the National Securities Market Commission. The National Securities Market Commission will give the Minister of Economy and Competitiveness a reasoned account of the imposition of sanctions for very serious infringements and, in any case, will transmit to him on a quarterly basis the essential information on the procedures for processing and the resolutions adopted.

When the infringing entity is a Spanish credit institution or a branch of a credit institution of a State that is not a member of the European Union, it shall be required for the imposition of the corresponding penalty for serious or very serious infringements, the report of the Banco de España. "

Twenty-seven. A new paragraph 5 is added to Article 98, with the following wording:

" 5. The National Securities Market Commission may make public the opening of the sanctioning files, after it has been notified to the parties concerned, after resolving, where appropriate, on the confidential aspects of its content and after the disassociation of the personal data referred to in Article 3 (a) of the Organic Law 15/1999 of 13 December on the Protection of Personal Data, except as regards the name of the offenders. The publication shall be decided upon prior weighting, sufficiently reasoned, in the public interest, taking into account the favourable effects which it generates on the best transparency and functioning of the securities markets and the protection of investors, and the injury caused to the offenders. "

Twenty-eight. A new point (z) is inserted in Article 99 with the following wording:

" z) decies non-compliance with the obligations contained in Article 5a of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, with character not merely occasional or isolated. "

Twenty-nine. A new point (z) octies is inserted in Article 100 with the following wording:

"z octies) Failure to comply with the obligations contained in Article 5a of Regulation (EC) No 1060/2009, where they do not constitute a very serious infringement."

Thirty. A new point (c) is inserted in Article 101.2, with the following wording:

" (c) Failure to comply with the obligation laid down in Article 8d of Regulation (EC) No 1060/2009 to record, where appropriate, the non-designation of at least one credit rating agency with a fee less than 10 percent of the total market. "

Additional disposition first. Tax regime of credit financial institutions.

Credit institutions shall, for tax purposes, have the treatment that is applicable to credit institutions.

Additional provision second. Recognition of credit institutions in the framework 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 undertakings investment, and amending Regulation (EU) No 648/2012.

1. For the purposes of Article 8 (1) (a) (ii) of Regulation (EU) No 575/2013, it shall be understood that credit institutions are undertakings subject to the solvency rules.

2. For the purposes of Article 119.5 of Regulation (EU) No 575/2013, it shall be understood that credit institutions are subject to comparable prudential requirements in terms of robustness to those applied to credit institutions. credit.

Additional provision third. Reduction of tariffs.

shall be reduced by 50% by the notarial duties corresponding to any acts taking place in relation to the disposals and emissions made under the provisions of Titles III and IV of this Regulation. Law.

Additional provision fourth. Certificates of mortgage transmission.

1. The entities referred to in Article 2 of Law 2/1981 of 25 March of regulation of the mortgage market may involve third parties in all or part of one or more of the loans or mortgage loans of their portfolio, although these loans or loans do not meet the requirements set out in Section 2. of that Act. These values will be referred to as "mortgage transmission certificates".

The branches in Spain of credit institutions authorised in another Member State of the European Union may involve third parties in loans and loans secured by mortgage on immovable property located in Spain. granted by them by issuing certificates of mortgage transmission, in the terms set out in this additional provision.

2. Certificates may be issued exclusively for placement among qualified investors.

3. Third parties may not be made to participate by means of certificates of mortgage transmission of loans and mortgage loans which are eligible under Article 3 of Royal Decree 716/2009 of 24 April.

4. Third parties may not be made to participate by means of certificates for the transmission of mortgage loans and mortgage loans secured by immovable property located in other European Union countries as referred to in Article 6 of Royal Decree 716/2009, of 24 April.

5. Third parties may not be made to participate by means of certificates for the transmission of mortgage loans and mortgage loans referred to in Article 12 (1) (a), (c), (d) and (f) of Royal Decree 716/2009 of 24 April.

6. In no case can the mortgage debtor be harmed by the issue of mortgage certificates.

7. These certificates will apply to them the rules that for mortgage participations are set out in Law 2/1981, of March 25, of regulation of the mortgage market.

Additional provision fifth. Regime applicable to the issuance of obligations by companies other than capital companies, associations or other legal entities.

1. The total amount of bond issues shall be as the ceiling on paid-up capital, in the case of companies other than capital companies, or the valuation of their assets in the case of associations or other legal persons.

In cases where the issue is secured with a mortgage, a securities item, a public guarantee or a credit institution's solidarity endorsement, the limitation set forth in the preceding paragraph shall not apply.

In the event that the issue is guaranteed with a mutual guarantee of mutual guarantee, the limit and other conditions of the guarantee will be determined by the guarantee capacity of the company at the time of its loan. agreement with its specific rules.

2. As not provided for in this provision, it will result from application, with the necessary modifications, the title XI of the recast text of the Law of Companies of Capital, approved by the Royal Legislative Decree 1/2010, of 2 of July.

Additional provision sixth. Improving the protection of financial services customers.

Within six months, the government will make the necessary legislative changes to improve the current institutional system of client protection and to enhance the effectiveness of the current public services complaints, customer advocates and customer support services. In this context, it will assess the desirability of promoting the unification of the complaints services currently dispersed between the Banco de España, the CNMV and the General Directorate of Insurance and Pension Funds.

First transient disposition. Procedures for the authorisation of the creation of mutual guarantee companies in progress.

The promoters of files for the creation of mutual guarantee societies that are pending authorization to the date of entry into force of this Law, will have a period of three months to adapt their applications, where appropriate, to the requirements of the members of the Board of Directors, the Directors-General or the like, and other employees, in matters of commercial and professional good repute, of adequate knowledge and experience to exercise its functions and its readiness to exercise appropriate governance of the institution. This period shall suspend the procedure in accordance with Article 42.5 of Law No 30/1992 of 26 November 1992 on the Legal Regime of Public Administrations and the Common Administrative Procedure. After that period without having carried out the said adaptation, it shall be understood that the applications shall not be removed and the deposits constituted for that purpose shall be returned.

Second transient disposition. Adaptation to the new rules for mutual guarantee companies.

1. Mutual guarantee companies shall have a period of nine months from the date of entry into force of this Law for the establishment of the appropriate internal units and procedures to carry out the selection and continuous assessment of the members of its Board of Directors, its Directors-General or assimilated persons, and those responsible for the internal control functions and persons holding other key positions for the daily development of the banking business in accordance with the established in this Law. Within that period they shall also inform the Bank of Spain of the existence and essential elements of their configuration.

2. Mutual guarantee companies shall have a period of nine months from the date of entry into force of this Law for the replacement of directors, directors-general or similar and other employees in which the required good repute is not fulfilled. commercial and professional, do not possess the appropriate knowledge and experience to perform their duties or, in the case of counsellors, are not in a position to exercise good governance of the entity.

Transitional provision third. Transformation of credit financial institutions into payment institutions or hybrid electronic money institutions.

1. The financial institutions of credit which, at the entry into force of this Law, have been carrying out one or more of the payment services defined in Article 1 of Law 16/2009 of 13 November, shall, within six months, be required to carry out all adaptations necessary for their suitability for the scheme of hybrid payment institutions without the need for administrative authorisation. However, in the aforementioned period they must communicate and accredit to the Banco de España their adaptation. The Banco de España may require any additional information to be deemed necessary to verify compliance with the requirements to be a hybrid payment institution and within three months of receipt of the communication or since it was issued. complete the documentation, after duly accredited the above requirements, shall proceed with the adjustment of the registration of the entity in the corresponding records, specifying its hybrid character.

After the previous periods without the institution having communicated and accredited to the Banco de España its status as a hybrid payment institution or without the Banco de España having carried out the adjustment of the registration, the authorisation of the financial establishment of credit for the provision of the payment services of Law 16/2009 of 13 November shall be without effect. In any event, when the Banco de España does not consider the requirements required of the entity to be considered as a hybrid payment institution, and does not therefore apply to the adjustment of the registration registration, it must resolve expressly and conformity with the provisions of Articles 54 and 89 of Law No 30/1992 of 26 November 1992 on the Legal Regime of Public Administrations and the Common Administrative Procedure.

2. The financial institutions of credit which at the entry into force of this Law came by issuing electronic money in the terms laid down in Law 21/2011, of 26 July, will have to execute, within six months, all the adaptations necessary for their suitability for the scheme of hybrid electronic money institutions without the need for administrative authorisation. However, in the aforementioned period they must communicate and accredit to the Banco de España their adaptation. The Banco de España may require any additional information to be deemed necessary to verify compliance with the requirements of hybrid electronic money institutions and within three months of receipt of the communication or Since the documentation has been completed, once the requirements have been duly accredited, the entity shall adjust the registration of the entity in the corresponding records, specifying its hybrid character.

After the previous periods without the institution having communicated and accredited to the Banco de España its condition as an entity of hybrid electronic money or without the Banco de España having proceeded to the adjustment of the registration The approval of the financial establishment of credit for the issuance of electronic money shall be without effect in the terms laid down in Law 21/2011 of 26 July. In any event, where the Banco de España does not consider the requirements required of the institution to be considered as a hybrid electronic money institution to be accredited and does not therefore apply to the adjustment of the registration registration, it must resolve the motivated in accordance with the provisions of Articles 54 and 89 of Law 30/1992 of 26 November 1992 on the Legal Regime of Public Administrations and the Common Administrative Procedure.

Transitional disposition fourth. Authorisation procedures in the course of credit financial institutions.

1. For the sole purpose of Article 9 of this Law, the administrative procedures for the approval of credit institutions which, at the date of entry into force of this Law, have already been initiated, shall be governed by the procedural rules in force prior to that entry into force until their completion.

2. For the sole purpose of Article 94 (11) of this Law, the administrative procedures for the authorisation of undertakings for investment services and for the authorisation of the modification of their social statutes, processing, the merger, division and segregation of a branch of activity, as well as other social modification operations carried out by an investment firm or leading to the creation of an investment firm, and which is already would have started at the date of entry into force of this Law, will be governed by the rules procedures in force prior to the entry into force until their completion.

3. For the sole purpose of Article 94 (25) of this Law, the sanctioning procedures referred to in that paragraph which have already been initiated at the date of entry into force of this Law shall be governed by the law of the Member State concerned. by the procedural rules in force prior to that entry into force until their completion.

Transient disposition fifth. Accounting information to be submitted by credit financial institutions.

Without prejudice to Article 12 of this Law, until the specific regulatory development for the remission of accounting information is executed, the credit institution scheme shall apply.

Transitional disposition sixth. Adaptation to the new rules for managing companies of securitisation funds.

The management companies of securitisation funds shall have a period of nine months from the entry into force of this Law for adaptation to the changes introduced by the Law. However, they shall have an 18-month period for their adaptation to the capital requirements and own resources provided for in Article 29.1 (d) of this Law.

Transitional disposition seventh. Transitional arrangements for securitisation funds.

1. The Mortgage-Securitisation Funds and the Funds for the Titling of Assets which had been established prior to the entry into force of this Law shall continue to be governed until their extinction by the provisions applicable to them. the time of its establishment, with the exception of the rules of transparency of Articles 34 and 36, which shall be immediately applicable to the entry into force of this Law and Article 35 which shall apply to annual reports and reports quarterly that are published after twelve months after the entry into force of this Law.

2. Also, the Mortgage Securitization Funds and the Asset-Titling Funds that are in the process of approval and registration by the National Securities Market Commission and are constituted within two months of the entry into This law may, until its termination, be governed by the provisions applicable before its entry into force. However, the transparency rules in Articles 34 and 36 shall be immediately applicable to the entry into force of this Law and Article 35 shall apply to annual reports and quarterly reports which are published after 12 months. from the entry into force of this Law.

Transient disposition octave. Transitional arrangements for the securitisations of future credit rights.

Until the determination, by circular of the National Securities Market Commission, of future credit rights that are likely to be incorporated into a securitisation fund, Order EHA/3536/2005, of 10 November, for the determination of future credit rights eligible for incorporation into asset-securitisation funds and for enabling the National Securities Market Commission to issue specific accounting and accounting rules. reporting obligations applicable to asset-securitisation funds and their companies manager.

transient disposition ninth. Transitional arrangements for companies whose shares are being traded exclusively in a multilateral trading system, which reach a market capitalisation of more than EUR 500 million.

The six-month period referred to in Article 32.D (3) of Law 24/1988, of 28 July, of the Securities Market, will begin to compute at the time of the entry into force of this Law.

Transient disposition tenth. Issuance of obligations under Law 211/1964 of 24 December on the regulation of the issuance of obligations by companies that have not adopted the form of Anonymous, Associations or other legal persons and the constitution of the Union of Obligationists.

The obligations that have been issued pursuant to Law 211/1964 of 24 December shall continue to be governed by the provisions of that Law.

Transient disposition eleventh. Prior exercise of the activity of participatory financing platforms.

1. Persons or entities which, upon the entry into force of this Law, are exercising the activity of the participatory financing platforms, shall adapt to this Law and apply for authorization under Article 53, within the period of six months from its entry into force.

2. After 15 months after the entry into force of this Law, and as long as they have not been registered, these participative financing platforms will not be able to carry out any new operations, although they will be able to conclude those that have to be the time of entry into force of this Law.

3. For the purposes of calculating the financial requirements referred to in Article 56, account shall be taken only of the amount of projects which have been published on the platform after the entry into force of this Law.

4. The obligation laid down in Article 91.a) shall be required from the accounts for the financial year in which the participatory financing platform has been entered in the relevant register of the National Market Commission. of Values.

Repeal provision.

All provisions of equal or lower rank that are opposed to this Law are repealed, and in particular the following:

(a) Law 211/1964 of 24 December on the regulation of issuance by companies that have not adopted the form of anonymous persons, associations or other legal persons and the constitution of the Union of Obligationists, without prejudice to the provisions of the transitional provision tenth.

(b) Articles 5, 6 and 7 of Law 19/1992 of 7 July 1992 on the Company and the Real Estate Investment Funds and on Mortgage Securitisation Funds, except for mortgage-backed securities that have been Prior to the approval of this Law.

(c) Article 16 of Royal Decree-Law 3/1993, of urgent measures on budgetary, tax, financial and employment matters.

(d) The additional provision first and paragraphs 2 to 5 of the fifth additional provision of Law 3/1994 of 14 April, adapting the Spanish legislation on credit institutions to the Second Directive Banking coordination, and other changes to the financial system are introduced.

e) Article 97 of Law 62/2003, of December 30, of Fiscal, Administrative and Social Order Measures.

(f) Article 27 of Royal Decree-Law 6/2010 of 9 April 2010 on measures for the promotion of economic recovery and employment.

g) Articles 402, 408 and 410 of the recast text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July.

(h) Royal Decree 926/1998 of 14 May on the regulation of asset titration funds and the management companies of securitisation funds.

Final disposition first. Amendment of Law 22/2003, dated July 9, Bankruptcy.

The second paragraph 2 (d) of Law 22/2003, dated July 9, is amended, giving the following wording:

"(d) Article 16.4 and the fourth subparagraph of point 7 of Law 5/2015 on the promotion of business financing."

Final disposition second. Amendment of Law 44/2002 of 22 November of Measures of Reform of the Financial System.

The first paragraph of Article 60 of Law 44/2002 of 22 November of Measures of Reform of the Financial System is amended, which is worded as follows:

" First. They shall be considered as reporting entities for the purposes of this Law: the Banco de España, the Spanish credit institutions, the branches in Spain of foreign credit institutions, the deposit guarantee fund, the mutual guarantee and reafirenchment companies, credit institutions and other entities to be determined by the Ministry of Economy and Competitiveness on a proposal from the Banco de España. '

Final disposition third. Amendment of Law 35/2003 of 4 November of Collective Investment Institutions.

Law 35/2003 of 4 November, of Collective Investment Institutions, is amended as follows:

One. A new wording is given to the introductory paragraph of Article 69 (1), with the following wording:

" 1. They are subject to the regime of supervision, inspection and sanction of this Law, in respect of compliance with this Law and its implementing legislation, as well as of European Union law rules that specifically contain precepts referred to them: "

Two. A new point (z) octies is inserted in Article 80, with the following wording:

" z) octies Non-compliance with the obligations contained in Article 5a of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, with character not merely occasional or isolated. "

Three. A new point (z) (z) is inserted in Article 81, with the following wording:

"z) sexies Failure to comply with the obligations contained in Article 5a of Regulation (EC) No 1060/2009, where they do not constitute a very serious infringement."

Final disposition fourth. Amendment of Law 26/2006 of 17 July on private insurance and reinsurance mediation.

Article 25 of Law 26/2006 of July 17 on private insurance and reinsurance mediation is amended, which is worded as follows:

" Article 25. Exercising the insurance agent activity as a bank-insurance operator.

1. Credit institutions, credit institutions, credit institutions and commercial companies controlled or participated in by credit institutions shall be considered to be considered as banking-insurance operators in accordance with the provisions of Article 28 of this Law, which, by the conclusion of an insurance agency contract with one or more insurance institutions and the registration in the special administrative register of insurance intermediaries, reinsurance brokers and their senior officials, to carry out the business of insurance mediation as an insurance agent using its distribution networks. The credit institution or the credit establishment may only make its distribution network available to a single operator of the insurance fund.

When the insurance mediation activity is carried out through a trading company controlled or participated by the credit institution or by the credit institution or group of credit or credit institutions. credit institutions, relations with such a commercial company shall be governed by a contract for the provision of services consisting in the transfer of the distribution network of each of those credit institutions or establishments financial credit to the bank-insurance operator for the mediation of insurance products. In such a contract, credit institutions or credit institutions shall be required to undertake the appropriate training of persons who are part of the network and who are directly involved in the mediation of insurance for the purposes of the exercise of their functions.

For the purposes of the provisions of this Law, the distribution network of the credit institution and the financial establishment shall be understood as the whole of the structure of the organization of personal means, offices and offices. (a) operational and staff, in accordance with the provisions of its rules of procedure and legal status. Once it has been transferred to a banking-insurance operator, the network of the credit institution or the credit establishment may not be fragmented in order for some of it to participate in the mediation of insurance as a network of another insurance or banking operator. as an external auxiliary of another insurance mediator.

The operator of the insurance undertaking in the exercise of the insurance mediation activity shall be subject to the general arrangements of the insurance agents referred to in subsection 1 and shall be adjusted to the rules in the subsection 2. or sub-section 3 of this section 2., as the operator of an exclusive banking-insurance or as a linked-insurance operator.

2. In order to be registered as a bank-insurance operator in the special administrative register of insurance intermediaries, insurance brokers and their senior officials, the following requirements shall also be met:

(a) To be a credit institution or credit institution; in such a case, the provisions of Article 21.3 (a) of this Law shall not apply. It may also be a trading company controlled or owned by credit institutions or by credit institutions; in this case, the social object must provide for the performance of the business of private insurance agents such as exclusive or linked-insurance operator.

(b) a management body responsible for the insurance mediation must be appointed and at least half of the persons who make up the insurance mediation and, in any case, persons carrying on the technical or similar management shall be required to to prove that they have passed a training or aptitude test in private financial and insurance matters which meet the requirements laid down in the resolution of the Directorate-General for Insurance and Pension Funds.

In addition, any other person directly involved in the mediation of insurance shall provide proof of the knowledge and skills necessary for the exercise of his or her work.

(c) A training programme which credit institutions or credit institutions shall provide to persons who are part of their distribution network and who are directly involved in the mediation of insurance.

For these purposes, the Directorate-General for Insurance and Pension Funds shall establish the general lines and the basic principles to be met by these training programmes in terms of their content, organisation and implementation.

(d) When exercising as a linked insurance operator, the Memory referred to in Article 21.3.d) of this Act shall also indicate the network or networks of the credit institutions or financial institutions of the credit through which the insurance operator will measure insurance.

3. The expression 'exclusive insurance operator' or, where appropriate, the expression 'operator of a private insurance undertaking' shall be prominently displayed in the documentation and commercial advertising of the private insurance mediation activity of the banking-insurance operators. linked insurance. ' They shall also record the fact that they are registered in the register provided for in Article 52 of this Law.

In the advertising which the linked insurance operator carries out on a general basis or through telematic means, it must also make reference to the insurance companies with which they have concluded an agency contract insurance.

4. The distribution networks of credit institutions or credit institutions involved in the mediation of insurance shall not be able to exercise simultaneously as an auxiliary of other insurance intermediaries. '

Final disposition fifth. Amendment of Law 12/2012 of 26 December on urgent measures to liberalise trade and certain services.

Law 12/2012, of 26 December, of urgent measures to liberalize trade and certain services, is amended as follows:

One. A new Title III is inserted, which is worded as follows:

" TITLE III

Sanctioning regime for non-compliance with measures for the commencement and exercise of commercial activity and certain services

Article 16. Scope of application.

1. The purpose of this Title is to criminalise infringements and penalties resulting from non-compliance with the obligations contained in Title I of this Law.

2. No penalty shall be imposed for infringements of the provisions of this Law but under the procedure laid down in accordance with the rules laid down in this Title. In all that is not provided for in this Law, the provisions of Law 30/1992, of 26 November, of the Legal Regime of Public Administrations and of the Common Administrative Procedure, and the Rules of Procedure, will apply. for the Exercise of the Sanctioning Authority, approved by Royal Decree 1398/1993 of 4 August.

Article 17. General provisions.

1. In accordance with Article 5 of this Law, the competent local authorities shall verify compliance with the provisions of Title I, to which end they may carry out the necessary inspections in the relevant establishments. (a) trade and provision of certain services and activities.

2. Without prejudice to the civil, criminal or other liability of the public authorities, the public authorities shall, by means of a reasoned decision, penalize the offences committed after the examination of the appropriate file and in accordance with the provisions of Title IX of Law 30/1992 of 26 November 1992 on the Legal Regime of Public Administrations and the Common Administrative Procedure and their implementing rules.

3. Those who, in the context of an inspector's performance, are aware of the possible commission of facts constituting a crime or a fault shall inform the competent authority. Likewise, persons and entities of any legal nature who have or have the legal duty to have information or documentation which could contribute to the clarification of the commission of infringements or to the determination of the the scope and/or severity thereof, shall collaborate with those who carry out the reporting activities of the reporting requirements.

4. The criminal proceedings before the Courts of Justice shall suspend the processing of the administrative penalty file which would have been initiated by the same facts and, where appropriate, the effectiveness of the sanction decisions.

5. Sanctioning competition shall be the responsibility of local authorities, in the field of their powers, without prejudice to the establishment of another thing by the Autonomous Communities in their specific rules.

Article 18. Responsible.

1. For the purposes of this rule, it shall be deemed to be responsible for the infringement who have the obligation to present a responsible statement or prior notice and to carry out by action or omission facts constituting the offences detailed in the following items.

2. In the face of the same infringement and where there is a plurality of persons required to present the responsible declaration or prior communication, they shall be jointly and severally liable.

Article 19. Typicity.

1. Only administrative offences, for the purposes of this Act, are the actions and omissions that are classified as minor, serious or very serious infringements of this rule.

2. For the commission of the administrative offences mentioned above, the penalties provided for in this Law must be imposed.

Article 20. Minor infractions.

They will have the consideration of minor infractions:

a) Inaccuracy, falsehood or omission, of non-essential character in any data, or manifestation contained in the responsible statement or prior communication to which this Law refers.

b) The lack of prior communication for ownership change in the commercial activities and services referred to in this Law.

Article 21. Serious infringements.

Serious violations will be considered:

(a) The commencement or development of the commercial activities and the provision of services to which this Law refers without the filing of the corresponding responsible statement or prior communication, except that the regulations it expressly authorizes the submission of the responsible declaration or the prior communication within a period after the start or development of the commercial and service delivery activities.

b) Inaccuracy, falsehood or omission, of an essential character, in any data, or manifestation contained in the responsible statement or prior communication referred to in this Law. Information concerning the ownership of the activity, the nature of the activity, the fulfilment of the obligations relating to the adoption of the security measures in the exercise of the activity, including information, shall be deemed to be essential. those relating to the protection of the environment and those obligations affecting the health of consumers and users.

c) Not be in possession of the documentation or project referred to in the responsible statement or prior communication, or the falsehood, inaccuracy or omission in the content of the documentation or the project.

(d) The lack of signature by competent technician of the projects referred to in Article 4.3.

e) The obstruction of the exercise of the inspecting functions by the competent authority.

Article 22. Very serious infringements.

They will have serious violations of the reiteration or recidivism of a serious infringement, in the terms defined in Article 24.

Article 23. Permanent breaches.

For the assumptions provided for in Article 21 (a), (b) and (c) of this Law, they shall be considered to be permanent infringements of those constituted by a single unlawful which is maintained in time and which may be interruption by the sole will of the offender.

Article 24. Reiteration and recidivism.

1. It shall be understood that there is reiteration when a new infringement of the same nature is committed, within a period of one year after the previous one, without a firm resolution on the administrative path.

2. The recidivism shall be carried out by commission within one year of more than one infringement of the same nature, which has already been previously sanctioned, where it has been declared by a firm resolution on the administrative basis.

Article 25. Provisional measures.

In the terms and with the effects provided for in Article 72 of Law 30/1992, of 26 November, of the Legal Regime of Public Administrations and of the Common Administrative Procedure, the competent administration may take the measures of a provisional nature which it considers necessary to ensure the effectiveness of the decision which may be made, the requirements of the general interest, the good end of the procedure or the maintenance of the effects of the violation.

Article 26. Limitation of the infringements.

1. Very serious infractions will be prescribed at age three, severe to two years and light to year.

2. The limitation period for the offences provided for in the preceding Articles shall start from the date on which the offence was committed.

3. In the case of permanent infringements, the limitation period shall be computed from the date of completion of the offending activity.

4. The initiation of the sanctioning procedure with the knowledge of the person concerned, will interrupt the prescription, resuming the limitation period if the sanctioning file is paralyzed more than one month for cause not imputable to the alleged responsible or infringer.

Article 27. Sanctions classes.

1. Infringements in this area shall be punishable by the imposition of financial penalties, and where appropriate, non-pecuniary penalties. These two types of sanctions shall be compatible with each other and may be imposed simultaneously in the case of serious and very serious infringements, in the light of the nature of the infringement.

2. Pecuniary penalties shall consist of a fine, fixed in accordance with Article 29.

3. Non-pecuniary sanctions, which may be imposed in the event of serious or very serious infringements, may consist of:

(a) Suspension with final or temporary nature of the commercial activity and agreement of the corresponding closure of the establishment. The closure agreement shall determine the accompanying measures for their full effectiveness.

b) Disablement for a maximum period of three years to open a trade, develop a commercial activity, receive grants or benefit from tax incentives.

c) Redress for all expenses incurred by the offender for the intervention.

d) Disregard of the goods and/or sealing of the facilities which do not have the responsible declaration or prior communication.

e) Obligation to return the state of affairs to the situation prior to the commission of the infringement.

Article 28. Graduation of sanctions.

In the imposition of sanctions, due to the seriousness of the fact of the infringement and the sanction applied, due to the fact that the following criteria will be met for the graduation of the sanction:

(a) Severity of the injury caused and inability to repair it.

b) The benefit of the benefit obtained.

c) Time limit during which the violation was committed.

d) Existence and/or degree of intentionality.

e) Existence of reiteration or recidivism in a longer term of the year.

In any event, the amount of the pecuniary penalty imposed must be at least the equivalent of the estimate of the economic benefit obtained with the infringement plus the damages caused, without prejudice to the the imposition of non-pecuniary sanctions from the Union.

Article 29. The amount of penalties.

1. Very serious infringements will be punishable by a fine of EUR 60,001 to EUR 1,000,000.

2. Serious infringements will be punishable by fines of EUR 3,001 to EUR 60,000.

3. Minor infringements will be punishable by fines of up to € 3,000.

Article 30. Expiration of the procedure.

The maximum time to resolve will be 6 months from the start of the sanctioning procedure. After that period, and provided that the grounds for suspension provided for in Article 42.5 of Law No 30/1992 of 26 November 1992 of the Legal Regime of Public Administrations and of the Common Administrative Procedure are not met, it shall be the expiration of the procedure.

Article 31. Prescription of penalties.

1. Very serious penalties will be prescribed at three years, the serious ones at two years and the mild ones at six months.

2. The limitation period for the penalties provided for in the preceding Articles shall begin to be counted from the day following that in which the decision imposing the sanction is final.

3. The limitation period shall be interrupted by the initiation procedure, with the knowledge of the person concerned, of the execution procedure, the limitation period being resumed if the execution procedure has been brought to a standstill for more than one month for reasons not attributable to the infringer. "

Two. The final provision of the first sentence is amended as follows:

" Final Disposition 1st. Basic character and competence title.

Titles I and III of this Law are of a basic nature, with the exception of the provisions of Article 27 (3), in respect of non-pecuniary sanctions, and in Article 29, the amounts of penalties. These titles are given in accordance with the provisions of Rules 1, 13, and 18. of Article 149.1 of the Spanish Constitution, which confer exclusive competence on the State on the regulation of basic conditions guaranteeing equality. of all Spaniards in the exercise of the rights and in the fulfilment of the constitutional duties, the establishment of the bases and the coordination of the economic activity, as well as the establishment of the bases of the legal regime of the Public Administrations.

Without prejudice to the foregoing and respecting the basic nature of the general application of Articles 20, 21 and 22, the Autonomous Communities in the exercise of their own powers may extend the Penalties provided for in this Law, defining the corresponding limitation periods corresponding to them.

Title II is issued under Rules 4. and 10. of Article 149.1 of the Spanish Constitution, which attribute to the State exclusive jurisdiction in matters of defense and foreign trade, respectively. "

Three. The final provision of thirteenth is amended, which is worded as follows:

" Final Disposition 13th. Update of the amount of penalties.

The government may, by means of royal decree, periodically update the amount of financial penalties. "

Final disposition sixth. Amendment of Law 22/2014 of 12 November 2014 on the regulation of risk capital institutions, other closed-rate collective investment entities and the management companies of collective investment entities of a closed type, and by which Law 35/2003, dated November 4, is amended by Collective Investment Institutions.

Law 22/2014 of 12 November 2014 on the regulation of venture capital institutions, other closed-type collective investment entities and the management companies of closed-type collective investment entities, and by the Amendment of Law 35/2003 of 4 November of Collective Investment Institutions is amended as follows:

One. A new wording is given to the introductory paragraph of Article 85, with the following wording:

" Are subject to the supervision, inspection and sanction regime of this Law, in charge of the National Securities Market Commission, in respect of compliance with this Law and its development regulations, as well as the rules of law of the European Union containing provisions specifically relating to them: '

Two. A new point (z) (a) is inserted in Article 93, with the following wording:

" z bis) Failure to comply with the obligations laid down in Article 5a of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, with character not merely occasional or isolated. "

Three. A new point (z) is inserted in Article 94, with the following wording:

"z) Failure to comply with the obligations contained in Article 5a of Regulation (EC) No 1060/2009, where they do not constitute a very serious infringement."

Final disposition seventh. Amendment of Law 27/2014 of 27 November of the Company Tax.

Law 27/2014 of 27 November of the Company Tax is amended in the following terms:

One. Article 7 (1) (h) is amended as follows:

"(h) The securitisation funds, as regulated in Law 5/2015, for the promotion of business financing."

Two. Article 7 (1) (i) shall be repealed by passing the remaining points (j), (k) and (l) to (i), (j) and (k) respectively.

Final disposition octave. Amendment of Law 41/2007 of 7 December amending Law 2/1981 of 25 March of Regulation of the Mortgage Market and other rules of the mortgage and financial system, of regulation of reverse mortgages and insurance dependency and for which a particular tax rule is established.

Paragraph 2 of the additional provision of Law 41/2007 of 7 December 2007 amending Law 2/1981 of 25 March of Regulation of the Mortgage Market and other rules of the mortgage and financial system Regulation of reverse mortgages and dependency insurance and for which a certain tax rule is established is worded as follows:

" 2. The mortgages referred to in this provision may be granted only by credit institutions, credit institutions and insurance institutions authorized to operate in Spain, without prejudice to the limits, requirements or conditions which are imposed by the insurance institutions on their sectoral rules. '

Final disposition ninth. Amendment of Law 16/2014 of 30 September, governing the fees of the National Securities Market Commission.

Law 16/2014 of September 30, which regulates the rates of the National Securities Market Commission, is amended as follows:

One. Article 39 is amended as follows:

" Article 39. Taxable fact.

Constitutes the taxable fact of the fee for the CNMV examination of the necessary documentation for:

(a) The authorisation of investment firm (ESI) companies, management companies of collective investment institutions (SGIICs), management companies of closed-type entities (SGEIC) and management companies securitisation (SGFT), as well as the modification of its Statutes and its programme of activities and of the social operations affecting them.

(b) The statement of non-opposition to the acquisition of significant shares and control of ESI, SGIIC and SGFT.

c) The authorisation of ESI, SGIIC and SGEIC to provide services with or without a branch in a non-EU Member State.

d) The creation or taking of participation by ESI, SGIIC and SGEIC or its groups, in ESI, SGIIC or foreign SGEIC domiciled in a non-EU Member State.

e) The authorisation of ESI, SGIIC and SGEIC non-Community or not subject to Directive 2009 /65/EC of the European Parliament and of the Council of 13 July on the coordination of laws, regulations and administrative provisions on certain undertakings for collective investment in transferable securities or securities not authorised under Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 on the management of alternative investment funds and amending Directives 2003 /41/EC and 2009 /65/EC and Regulations (EC) No 23/2009  1060/2009 and (EU) No 1095/2010, for the provision in Spain of services by branch or under the freedom to provide services and for the modification of its programme of activities. All this according to the provisions of Law 19/1992, of July 7, on the Regime of Companies and Funds of Real Estate Investment and on the Funds of Mortgage Securitization; Law 24/1988, of July 28, of the Market of Securities; Law 35/2003, of 4 In November, the institutions of collective investment; Law 22/2014 of 12 November, governing the institutions of risk capital, other collective investment entities of a closed type and the management companies of investment entities (a) collective agreements of a kind closed, and amending Law 35/2003 of 4 November, of the institutions of Collective Investment; and in the provisions of development of these. "

Two. Article 41 (1) is amended as follows:

" 1. Tariff 4.1. Fee for examination of the documentation necessary for the authorisation or declaration of non-opposition and other acts related to the following entities:

(a) ESI other than securities agencies (AVs) requesting authorization only for the receipt and transmission of orders, without maintaining funds or instruments from their clients, providing or not further providing the advisory service on investments (restricted-scope AV), portfolio management companies (GSC) and financial advisory firms (EFSI).

b) SGIIC.

c) SGEIC.

d) SGFT.

e) ESI, SGIIC and SGEIC non-Community or not subject to Directive 2009 /65/EC, of 13 July or not authorised under Directive 2011 /61/EU, providing services in Spain by branch or under the freedom to provide services (ESI No Community, non-community SGEIC and non-community SGEIC).

The following fixed-value quotas will apply, depending on the type of documentation to be examined:

Fixed Fee

-

Euros

Type of documentation to

Tarifa 4.1.1

10.000.00

Authorization for the provision of services in Spain to the entities included in the preceding letter (e)

Tarifa 4.1.2

5.000.00

Statement of non-opposition for acquisition of control units in entities listed in points (a), (b), (d) and (e) above

Authorization to entities within the meaning of points (a) to (c) above for the provision of services by branch in a non-member State of the European Union.

Tarifa 4.1.3

3.000.00

Authorization of the modification of the Statutes of the entities in the letters a) to d) above.

Authorization to modify the activities program of the entities included in (a) to (e) above

of non-opposition for acquisition of significant non-controlling interests in the entities covered by points (a), (b), (d) and (e) above.

Authorization to entities within the meaning of (a) to (c) above for the provision of services through the freedom to provide services in a non-member State of the European Union. "

Three. Article 44 (1) is amended as follows:

" 1. It is the taxable fact of the fee for the registration of persons or entities in the official records of ESI, SGIIC, SGEIC, SGFT, collective investment institutions (IICs), venture capital institutions (ECR), investment entities European venture capital funds (EICC), European Social Entrepreneurship Funds (EuSEF), IIC, ECR, EICC, FCRE and EuSEF, IIC, ECR, EICC, FCRE and FESE foreign markets traded in the euro area. Spain, branches of ESI, SGIIC and SGEIC non-community, branches and agents in Spain of ESI, SGIIC and SGEIC authorised in a Member State of the European Union, as well as the acts related to those persons or entities, provided that they are to be entered in the corresponding official records of the CNMV, all in accordance with As provided for in Law 24/1988, of 28 July, of the Securities Market; Law 35/2003, of 4 November, of Institutions of Collective Investment; Law 22/2014, of 12 November, for which the institutions of risk capital are regulated, other collective investment entities of a closed type and the management companies of collective investment entities of the closed type, and for which the Law 35/2003, of 4 November, of the Institutions of Collective Investment is amended; the Law 19/1992, of July 7, on the Regime of Companies and the Funds of Real Estate and on the Funds of Titling Mortgage, and in the development provisions of these. "

Four. Article 46 is amended as follows:

" Article 46. Quotas.

1. Tariff 4.3. Fee for registration of ESI, SGIIC, SGEIC and SGFT authorized in Spain in the corresponding official records of the CNMV, as well as the acts related to the aforementioned entities, provided they must be entered in the records Officers of the CNMV. The following fixed value quotas shall apply:

Fixed Fee

-

Euros

Enrollment

Tarifa 4.3

300,00

Enrollment in the Log.

Enrollment of Modifications to Statutes, activity programs, and corporate operations

Enrollment of counselors, administrators, managers, and assimilated.

Enrollment of directors, administrators, managers, and assimilates of the ESI dominant entities

Enrollment of the entity as the entity in charge of the log record in value issuers account.

Enrollment of Delegation Agreements.

2. Tariff 4.4. Fee for the registration of branches of ESI, SGIIC and SGEIC authorised in a Member State of the European Union, ESI, SGIIC and non-Community SGEIC and its agents in Spain, and of deposits with IIC, ECR, EICC, FCRE and FESE in the official records of the CNMV, as well as the acts related to the aforementioned entities, as long as they must be registered in the corresponding official records of the CNMV. The following fixed value quotas shall apply:

Fixed Fee

-

Euros

Enrollment

Tarifa 4.4.1

5.000.00

Enrollment of ESI, SGIIC, or SGEIC branches authorized in a Member State of the European Union.

Enrollment of IIC, ECR, EICC, EICC, FCRE, and EuSEF depository entities

Enrollment of the first authorized ESI or SGIIC agent in a Member State of the European Union, domiciled in Spain

4.4.2

300,00

Enrollment of the second or next ESI or ESI agents SGIIC authorized in a Member State of the European Union, domiciled in Spain

, SGIIC and non-Community SGEIC Branch Enrollment

Data Modification Enrollment that are listed in the ESI, SGIIC, and foreign SGEIC branch records.

3. Tariff 4.5. Fee for the registration of ECR, EICC, FCRE, EuSEF and IIC, Spanish and foreign marketed in Spain, in the corresponding official records of the CNMV, as well as the acts related to the aforementioned entities, provided that must be registered in the official records of the CNMV. The following fixed value quotas shall apply:

Fixed Fee

-

Euros

Enrollment

Tarifa

4.5.1

2.500.00

IIC, ECR, EICC Enrollment, EICC, FCRE, and Spanish FESE Enrollment

Inscription of merger, excision or other corporate operations of IIC, ECR, EICC, FCRE, and Spanish EuSEs.

Enrollment IIC not subject to Directive 2009 /65/EC

Enrollment of new concrete objective of return on investment funds

4.5.2

1,000,00

Enrollment of essential modifications of brochures and key data documents for the investment fund investor not included in the 4.5.1 rate

Enrollment of ECR, EICC, FCRE, and EuSEF brochure modifications

IIC Enrollment authorized in another European Union Member State in accordance with Directive 2009 /65/EC

4.5.3

300,00

Enrollment of Regulations or Bylaws

Enrollment of counselors, managers, and assimilated.

Enrollment of IIC investor fundamental data brochures and brochures modifications, not included in 4.5.1 and 4.5.2 rates

Enrollment of the verification of the requirements for admission to trading on official domestic and foreign IIC secondary markets.

Enrollment of asset or delegation management agreements or subdelegation of management, as well as other delegation agreements

Entity Change Enrollment in charge of the representation and/or management of investment societies. "

Five. Article 54 is amended as follows:

" Article 54. Taxable fact.

It constitutes the taxable fact of the rate the supervision and inspection of the solvency and activity requirements that the CNMV permanently performs on certain persons or entities registered in the official registers of the CCNMV, by examining the information which it regularly submits to it and the checks it carries out on it, as well as through the necessary on-site inspections, all in accordance with the provisions of Law 24/1988 of 28 July 1988 on the Securities Market; Law 35/2003 of 4 November, of Collective Investment Institutions; the Law  Regulation (EC) No 22/2014 of the European Parliament and of the Council of 12 November 2014 on the provision of services for the purposes of the provision of services for the purposes of the provision of services (OJ L 14, 11.4.2014, p. 1). Law 35/2003 of 4 November, of Collective Investment Institutions; Law 19/1992, of July 7, on the Regime of Companies and Funds of Real Estate Investment and on the Funds of Mortgage Securitization, and in the provisions of development of (a) in relation to the following solvency and business requirements:

(a) Solvency, minimum own resources requirements, requirements or suitability of the investments and coefficients to be applied.

(b) Those relating to capital, equity and number of shareholders required by the rules.

c) Demands in relation to the organizational structure according to the activity, material and human means and control systems required. "

Six. Article 55 is amended as follows:

" Article 55. Taxable person.

Liabilities to ESI, SGIIC, SGEIC, SGFT, IIC, ECR, self-managed closed-type Collective Investment Societies (SICC), FCRE, EuSEF, and depository entities of IIC, ECR, EICC, FCRE and FESE entered in the records CNMV officers to the date of accrual, except those that on the date of accrual are in the process of liquidation or absorption and have notified the CNMV by the appropriate relevant fact. "

Seven. Article 56 is amended as follows:

" Article 56. Tax bases, tax rates and quotas.

1. Tariff 6.1. Fee for supervision and inspection of the solvency and activity requirements of ESI and SGIIC. The taxable amount shall, where appropriate, be the own resources payable under the rules in force at the date of accrual. The levy rate and the fee will be:

a) Tarifa 6.1.1. For ESI, which, according to the applicable prudential regulation, must have a certain level of own resources: 0,1%, with a fixed fee of EUR 500,00.

b) Tarifa 6.1.2. For SGIICs: 0,025 per cent, with a fixed fee of EUR 500,00.

2. Tariff 6.2. Fee for supervision and inspection of the solvency and activity requirements of IICs. The taxable amount shall be the assets of the funds and of the investment companies at the date of accrual. The rate of charge will be 0.00175 percent, with a fixed fee of 500.00 euros.

3. Tariff 6.3. Fee for supervision and inspection of the activity requirements of the depositary entities of IIC, ECR, EICC, FCRE and EuSEF. The taxable amount shall be the actual amount of the equity of the funds and investment companies and ECR, EICC, FCRE and EuSEF deposited with the institution, on the date of accrual. The rate of charge will be 0.0005 percent, with a fixed fee of 500,00 euros.

4. Tariff 6.4. Fee for supervision and inspection of the solvency and activity requirements of the SGFT and SGEIC. The taxable amount shall be the own resources payable in accordance with the rules in force on 31 December of the year preceding that of the accrual. The rate of charge shall be:

a) Tarifa 6.4.1. For SGFT: 0,050 per cent, with a minimum fixed fee of EUR 1,000,00.

b) Tarifa 6.4.2. For SGEICs: 0.040 percent, with a minimum fixed fee of 1,000,00 euros.

5. Tariff 6.5. Fee for supervision and inspection of the solvency and activity requirements of the ECR, self-managed SICC, FCRE and EuSEF. The taxable amount shall be the total assets of the funds and of the companies, on 31 December of the year preceding the date of accrual. The rate of charge will be 0.002 percent, with a fixed fee of 1,000,00 euros. "

Eight. Article 60 is amended as follows:

" Article 60. Taxable person.

They will be passive rate subjects:

(a) ESI, credit institutions (ECs), SGIICs and SGEICs enabled to provide investment services, at the date of the accrual of the fee;

(b) branches and agents domiciled in Spain of ESI, EC, SGIIC and foreign SGEIC qualified to provide investment and ancillary services, to the date of accrual of the fee;

(c) ESI and EC of non-EU Member States authorised to provide investment services in Spain under the free-to-provision scheme without a branch. "

Nine. An additional second provision is added, with the wording set out below. The current single additional provision becomes the first provision first.

" Additional Disposition Second. Fees applicable for the provision of certain services by the National Securities Market Commission (CNMV) in respect of participative financing platforms.

The following rates of those provided for in this Law will apply to participatory financing platforms:

-Fifty per cent of the 4.2.1 tariff set out in Article 41 of Subsection 1. of Section 4. th, as regards the examination of the documentation necessary for the authorisation and the social operations.

-50% of the rate 4.2.3 as set out in Article 41 of Subsection 1. of Section 4., as regards the examination of the necessary documentation for the amendment of the Statutes and the activities.

-Tarifa 4.3 as set out in Article 46, subsection 2. of Section 4., by registration in the corresponding official records of the CNMV, as well as other acts related to these entities.

-Tarifa 6.6 as set out in Article 61 of Subsection 2. of Section 6., by supervision and inspection of rules of conduct in the conduct of authorized activities and other activities related to the above. For these purposes, references to retail and professional customers shall be understood as being made to investors, accredited and not accredited as well as to promoters. "

Final disposition tenth. Amendment of Law 10/2014 of 26 June of the management, supervision and solvency of credit institutions.

The second transitional provision of Law 10/2014 of 26 June 2014 on the management, supervision and solvency of credit institutions is worded as follows:

" Second transient disposition. Transitional tax regime for preference shares and debt instruments.

The entry into force of this Law will not change the tax regime applicable to the preference shares and other debt instruments that would have been issued prior to that date.

The tax and information regime set out in paragraphs 3 and 4 of the additional first provision shall apply to the issuance of debt instruments made as of 1 January 2014 by entities to the European Union. referred to in paragraph 8 of that additional provision, provided that they meet all the requirements laid down in that paragraph. '

Final disposition eleventh. Competence title.

This Law is dictated in accordance with the provisions of article 149.1.6., 11. and 13. of the Spanish Constitution that attribute to the State the competences on commercial law, on the basis of the order of credit, banking and on the establishment of the bases and the coordination of the overall planning of economic activity, respectively.

This is the exception of the final fifth provision which is made under the provisions of the provisions of Rules 1, 13 and 18. of Article 149.1 of the Spanish Constitution, which confer exclusive competence on the State to the State. the basic conditions which guarantee the equality of all Spaniards in the exercise of rights and in the fulfilment of constitutional duties, the establishment of the bases and the coordination of economic activity, as well as the establishment of the bases of the legal system of public administrations.

Final disposition twelfth. Regulatory enablement.

1. The Government is empowered to develop the provisions of this Law and in particular:

(a) The legal regime applicable to credit institutions in relation to the requirements of minimum capital and own resources, as well as the processing of current establishments (a) credit finance in payment or hybrid electronic money institutions and a specific authorisation procedure which provides for the conversion into banks of credit financial institutions authorised prior to entry into force of this Law.

(b) The requirements for participatory financing platforms in relation to their operation, authorisation and supervision.

2. The Bank of Spain shall specify the template-template, content and format of the Financing-SME Information and the template-template and the methodology for the compilation of the standardised assessment report referred to in Article 2.3 within the time limit. 5 months from the entry into force of this Law.

Final disposition thirteenth. Entry into force.

1. Without prejudice to the following paragraph, this Law shall enter into force on the day following that of its publication in the Official Gazette of the State.

2. The provisions of Title I shall enter into force three months after the publication by the Bank of Spain of the template-template of the Financial Information-SME and the standardised credit assessment report of the SME to which it is refers to Article 2.3 and paragraph 2 of the 12th final provision.

Therefore,

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

Madrid, April 27, 2015.

FELIPE R.

The President of the Government,

MARIANO RAJOY BREY