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.

Read the untranslated law here: http://www.boe.es/buscar/doc.php?id=BOE-A-2015-4607

FELIPE VI King of Spain to all that the present join together and act.

Know: That the Cortes Generales have approved and I come in to sanction the following law.

INDEX title i. improvements in Bank financing to small and medium-sized enterprises.

Chapter i. Rights of SMEs in cases of cancellation or reduction in the flow of funding.

Article 1. Notice for termination or reduction of the flow of financing to SMEs.

Article 2. Information finance and SMEs.

Article 3. Inviolability of rights and contractual information.

Article 4. Monitoring and sanctioning regime.

Chapter II. Improvement of the status of societies and mutual guarantee societies of rebonding.

Article 5. Modification of law 1/1994 of 11 March, on the legal regime of the reciprocal guarantee companies.

Title II. Legal regime of financial credit establishments.

Article 6. Financial credit establishments.

Article 7. Legal regime.

Article 8. Reservation of name.

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. Obligations of financial establishments of credit information.

Article 14. Sanctioning regime.

Title III. Legal regime of securitizations.

Chapter I. Securitisation funds.

Article 15. Securitisation funds and their compartments.

Article 16. Asset securitisation funds.

Article 17. Transfer of assets.

Article 18. Liabilities of securitisation funds.

Article 19. Synthetic securitisation.

Article 20. Closed securitisation funds.

Article 21. Open securitisation funds.

Article 22. Requirements of Constitution of securitisation funds.

Article 23. Extinction of the funds.

Article 24. Modification of the articles of incorporation of the securitisation Fund.

Chapter II. Management companies of securitisation funds.

Article 25. Social object.

Article 26. Obligations of the management companies.

Article 27. Authorization and registration of the management companies of securitisation funds.

Article 28. Book activity and denomination.

Article 29. Requirements to engage in the activity.

Article 30. Organisational requirements.

Article 31. Modification of statutes.

Article 32. Resignation.

Article 33. Forced substitution.

Chapter III. Regime of transparency and Board of creditors.

Article 34. Information obligations.

Article 35. Annual report and quarterly reports.

Article 36. Communication of relevant facts.

Article 37. Board of creditors.

Chapter IV. Monitoring and sanction regime.

Article 38. Function supervisory and sanctioning regime.

Article 39. Very serious offences.

Article 40. Grave breaches.

Article 41. Minor offences.

Article 42. Sanctions.

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

Article 43. Modification of the law 24/1988, of 28 July, the stock market.

Article 44. Modification of law 27/1999 of 16 July, cooperatives.

Article 45. Modification of the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 of 2 July.

Title V. status of participatory financing platforms.

Chapter i. Participatory financing platforms.

Article 46. Participatory financing platforms.

Article 47. Territorial scope.

Article 48. Book activity and denomination.

Article 49. Participatory financing projects.

Article 50. Forms of participatory financing.

Article 51. Participatory financing platforms services.

Article 52. Prohibitions.

Chapter II. Authorization and registration.

Article 53. Authorization.

Article 54. Registration.

Article 55. Requirements to engage in the activity.

Article 56. Financial requirements.

Article 57. Request for authorization and registration.

Article 58. Modification of authorization.

Article 59. Revocation, suspension and waiver of the authorization.

Chapter III. Rules of conduct.

Article 60. General principles.

Article 61. Obligations of general information.

Article 62. Conflicts of interest.

Article 63. Linked projects.

Article 64. Advertising.

Article 65. Preservation of information.

Chapter IV. Developers and projects.

Section 1 General requirements.

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

Article 67. The promoters requirements.

Article 68. Limits on the number of projects and maximum amount of uptake.

Article 69. Quantitative and temporal boundaries of the project.

Article 70. Information about the project.

Article 71. Liability of the platform of participatory financing with respect to the information of the project.

Article 72. Additional obligations with respect to the information.

Article 73. Responsibility of the promoters for the posted information.

Section 2 requirements for loans.

Article 74. Suitability of loans granted.

Article 75. Information about the promoter which receives funding through loans.

Article 76. Information about loans.

Section 3 requirements applicable to actions, shares or other securities and capital obligations.

Article 77. Suitability of the securities issued.

Article 78. Information about the promoter issued securities.

Article 79. Information about the offer of securities.

Article 80. Requirements of the bylaws of the promoters.

Chapter V. protection of the inverter.

Article 81. Types of investors.

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

Article 83. Requirements of information prior to investment.

Article 84. Expressions of the inverter.

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

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

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

Article 88. Warnings to be carried out.

Chapter VI. Monitoring, inspection and punishment.

Article 89. Inspection and sanctions regime.

Article 90. Powers of the National Commission of market of values and cooperation with the Bank of Spain.

Article 91. Communications to the National Commission of the stock market.

Article 92. Infractions.

Article 93. Sanctions.

Title VI. Strengthening the capacity of supervision of the National Commission of the stock market.

Article 94. Modification of the law 24/1988, of 28 July, the stock market.

First additional provision. Taxation of financial credit establishments.

Second additional provision. Recognition of financial establishments of credit within 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 investment firms, and by which modifies Regulation (EU) No. 648/2012.

Third additional provision. Reduction of tariffs.

Fourth additional provision. Transmission of mortgage certificates.

Fifth additional provision. Regime applicable to emission of obligations made by companies other than the companies of capital, associations or other legal entities.

Sixth additional provision. Improvement of protection to customers of financial services.

First transitional provision. Procedures of authorization of creation of ongoing reciprocal guarantee companies.

Second transitional provision. Adaptation to the new rules for reciprocal guarantee companies.

Third transitional provision. Transformation of financial establishments of credit in hybrid payment or e-money institutions.

Fourth transitional provision. Authorisation procedures in course of financial credit establishments.

Fifth transitional provision. Accounting information to be submitted by the financial institutions of credit.

Sixth transitional provision. Adaptation to the new rules for management companies of securitisation funds.

Seventh transitional provision. Transitional regime of securitisation funds.

Eighth transitory provision. Transitional regime of the securitization of future claims.

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

Tenth transitional provision. Emission of obligations in accordance with the law 211/1964, December 24, on regulation of the issuance of obligations by companies which have failed to form corporations, partnerships or other legal entities and the Constitution of the Union of debenture holders.

Eleventh transitional provision. Previous pursuit of the activity of participatory financing platforms.

Repealing provision.

First final provision. Modification of law 22/2003 of 9 July, bankruptcy.

Second final provision. Modification of law 44/2002 of 22 November, measures of reform of the financial system.
Third final provision. Modification of law 35/2003 of 4 November, collective investment institutions.

Fourth final provision. Modification of law 26/2006, of July 17th, mediation of insurance and private reinsurance.

Fifth final provision. Modification of law 12/2012, of 26 December, urgent measures of liberalization of trade and certain services.

Sixth final provision. Modification of law 22/2014, November 12, by which regulate venture capital entities, other collective investment of closed type and the management companies of collective investment of closed-type institutions, and by amending the law 35/2003, 4 November, collective investment institutions.

Seventh final disposition. Modification of law 27/2014 November 27, from corporate income tax.

Disposal the eighth. Modification of law 41/2007, of December 7, the amendment of the law 2/1981, dated March 25, regulation of the mortgage market and other rules of the mortgage and financial system, regulation of reverse mortgages and dependency insurance and is establishing certain standard tax.

Ninth final disposition. Modification of the law 16/2014, of 30 September, which regulates the rates of the National Commission of the stock market.

Tenth final disposition. Modification of law 10/2014, on June 26, management, supervision and solvency of credit institutions.

Eleventh final disposition. Skill-related title.

Twelfth final provision. Enabling legislation.

Thirteenth final disposition. Entry into force.

PREAMBLE I the role of the financial system and his more definitive contribution to economic activity consists of the efficient channelling of resources from the agents capable of saving towards those who need funding. This transmission of savings into investment can produce way mediated through banks or through direct access to the capital markets, which investors and funding applicants. Proper operation and adequate regulation of both channels are two decisive parameters of economic growth and job creation.

Spanish companies have traditionally been heavily dependent on bank financing, both for their investment needs and its operating current. This dependence is still more pronounced for businesses of lower dimension, whose volume greatly hinders the direct market access. At the same time, SMEs constitute the majority percentage of the Spanish business fabric and are, as a whole, the largest employer in the country, so a restriction on access to bank credit, for problems initially strictly financial, has a significant impact on the overall economy. The role of SMEs in an economy developed as ours is not exhausted in its contribution to the growth of the national income, consumption or employment generation, but it also manifests itself on the well-being and social and economic stability of the country.

The effects of this strong banking have been noticed in the Spanish economy in recent years. During the last stage of expansion, credit to non-financial companies and households grew at rates that treble the economic growth. Since 2009 has been, however, a very sharp reduction in the credit, which has intensified in the years 2012 and 2013. This restriction on the volume of credit has been accompanied by a parallel increase in its cost. This context is, again, especially charged to SMEs, mainly due to the existence of less information about its solvency, which makes it difficult and costly the necessary work of risk assessment prior to funding.

For all of the above, it is necessary to implement a strategic turn of the regulations, on the basis of a strict analysis of their effects on the various sources of financing of the Spanish economy. This articulated a set of actions with a dual purpose. The first aims to make more accessible and flexible Bank financing to SMEs, and part of the conviction of the need to boost the recovery of the bank credit, given its vital importance in our financial system. The second seeks to advance the development of alternative means of financing, laying the necessary regulatory basis to strengthen sources of direct corporate financing or non-bank financing in Spain.

II the title I includes two new features designed to encourage Bank financing of SMEs. The first of them, collecting in the first chapter, establishes the obligation of credit institutions notify the SMEs, in writing and in advance, his decision to cancel or significantly reduce the flow of funding that has been giving them. In this way, SMEs will have enough time to find new ways of financing or to adjust your cash management, in such a way that such interruption or reduction in the supply of credit does not generate surprising liquidity problems that make it difficult or even impossible any reset. This notice is accompanied by the obligation to the credit institution of SME, in a standardized format according to the criteria of the Bank of Spain, provide information about your financial situation and payment history. In this way, the SMEs may initiate the search for alternative sources of funding more easily, making the usage that best matches your financial information. With this same aim of tackle, at least partially, the problem of asymmetric information that difficult and costly the access of SMEs to finance, is also included in this chapter I the obligation of institutions to put at the disposal of SMEs a report of your credit rating, based on common methodology and models which for this purpose shall draw up the Bank of Spain. This report should become an effective tool for the assessment of the risk of Spanish SMEs in terms of comparable and reliable, based on the combination of quality, provided by entities, financial information and a proper and standardized methodology, elaborated by the supervisor.

It is also intended to facilitate the access of SMEs to the bank credit through the reform of the legal regime of the reciprocal guarantee companies. In this sense, the law modifies the operation of the reaval provided by the Spanish company of Rebonding these societies, to make explicit that the reaval will be activated before the first breach of the reciprocal guarantee society. It is intended to ensure that credit institutions value properly the reaval provided by the Spanish company of Rebonding, which should be reflected in an improvement in the conditions of the credit offered to SMEs. In addition, extends the regime of adequacy of managers and directors of credit institutions to the reciprocal guarantee companies, in response to the current demands of enhancing and improving the corporate governance of entities operating in the financial markets. The inclusion of strict criteria of good repute, experience and good governance will contribute to increasing the level of professionalism in these entities. On the other hand, administrative burdens are reduced by removing the obligation that the relations between the societies of mutual guarantee and the partner, on whose behalf it would have issued a guarantee, formalize in public deed or manipulated policy.

Title II picks up the new legal regime of financial establishments of credit, which is motivated by the recent adoption of the law 10/2014, of 26 June, management, supervision and solvency of credit institutions which, in turn, incorporates the European regulations on solvency of credit institutions. In adapting to this new regulation, financial credit establishments lose their status of credit institutions but remain intact its inclusion within the perimeter of financial supervision and strict regulation. This title not only clarifies and regulates their legal status, but modernizes it and adapts it to the current demands of the financial markets, so this time is used to encourage the development of this channel of financing, very relevant especially for the financing of the consumer retail. The whole of this new regulation is based on general maintenance, and for all purposes, of the legal arrangements previously applicable to these establishments, with the appropriate singularities that are determined by this law.
On the other hand, an instrument that has historically favoured the growth of funding has been the securitisation, which allows you to transform a set of little liquid financial assets into liquid and tradable instruments that generate cash flows of fixed periodicity. In the stage of economic growth, securitizations grew in Spain at a faster rate than in other countries of its environment, coming to our country as one of the big issuers of this type of securities in Europe. The outbreak of the global financial crisis in 2007 was discontinuing use of this financial instrument practice, whose legal regime should now review in order to its revitalization.

The reform of the system of securitization, contained in title III, is articulated around three axes that, in line with international trends, increase transparency, quality and simplicity of securitizations in Spain. Firstly, before huge regulatory dispersion in the Spanish legal system of securitizations, this law operates necessary recast, to ensure consistency and systematic of all the precepts that discipline this matter, providing greater clarity and legal certainty to the regulatory framework. In this sense, it should be noted they are unified in a single legal category, until now, called asset securitization and mortgage securitisation funds. However, mortgage securitisation funds existing at the time of entry into force of the law cohabitarán with new asset securitization funds until they become extinct gradually. The second rector axis of this law aims to bring our legal regime to other more advanced in this field European jurisdictions. With this aim is flexibility of these instruments, and abolished those obstacles preventing to replicate in Spain certain innovative strategies for securitisation of proven success and usefulness in neighbouring countries. Finally, substantially strengthened the requirements for transparency and investor protection, in line with international best practices, and specified functions that must comply with the management companies which, in any case, include the Administration and management of assets grouped in funds of securitization, notwithstanding the impact to the securitisation Fund's expenses that correspond , in accordance with the provisions of the articles of incorporation.

III a fully developed and advanced economic system requires some capital markets which, from a solid and stable foundation effectively harness the supply of funds towards the productive fabric and the real economy. The development of these direct funding mechanisms will promote greater diversification of the sources of financing of the Spanish companies. In this way, would avoid that in the future, tensions in interbank markets impact so intensely in the Spanish companies financing capacity, reducing the vulnerability of our economy to the credit crisis.

For this purpose, are included in title IV a series of improvements in the companies access to capital markets. First, please enter reforms into law 24/1988, of 28 July, the stock market, to facilitate the transit of societies from a multilateral system of bargaining at an official secondary market. After several years of activity in a multilateral trading system, some companies could consider, within its strategy of expansion, move to quote in an official secondary market to increase their chances of funding. For this reason, facilitates this transit, through the reduction of some requirements for a transitional period of two years. This provision is complemented by the obligation that those companies that achieve a high volume of capitalization request admission to trading on a regulated market. This mode ensures that companies whose evolution in a multilateral trading system already gives them a significant capitalization of equivalent effect in the markets, are automatically linked by the requirements of the official markets, as for example, the application of the rules of corporate governance.

The second block of reforms to facilitate the access to capital markets relates to the issue of bonds. Through reforms in the text revised of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, and the law 27/1999 of 16 July, cooperatives, the funding is provided through emissions of fixed income, eliminating dysfunctions presenting the current regulation with respect to the current functioning of the capital markets , by proceeding, in large measure, of the law of 17 July 1951, on the legal regime of public limited companies. Among other reforms, removed the limit emissions until now, whereby corporations and member societies by shares could not issue obligations further than their own resources. On the other hand, removed the ban on the limited liability companies to issue obligations, although a number of safeguards are introduced to prevent excessive borrowing. In addition, the requirement of Constitution of a syndicate of noteholders, which until now was mandatory for all issuer established in Spain is rationalized. Thus, the reform determines that the establishment of the Union under the terms established in the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010, of 2 July, is mandatory in those situations in which it is necessary to ensure adequate protection of the Spanish investor.

Title V for the first time establishes a legal regime for participatory financing platforms, giving coverage to the activities commonly known as "crowdfunding". These platforms, which constitute a novel mechanism of financial disintermediation, developed on the basis of new technologies, have grown significantly in recent years. 'crowdfunding' is a phenomenon with diverse manifestations, but is only intended to regulate here the figures in which prime the financial component of the activity, or, in other words, in which the inverter waits to receive monetary compensation for their participation, thus leaving outside the scope of this standard to "crowdfunding" implemented through purchases or donations.

Participatory financing platforms come into contact to developers of projects that demand funds through the issuance of securities and participation certificates or request loans, with investors or suppliers of funds seeking investment performance. Stand two features, such as the massive participation of investors that finance small projects of high potential and the risky nature of such investment with reduced amounts in such activity. While you might think that are small investors that fund projects on these platforms by accumulation, international experiences point to professional investors, here referred to as accredited investors, bet also participatory funding projects, providing platforms that publish them a useful service filtering potentially viable projects.

Title V addresses this phenomenon from a triple dimension. First, settles the legal regime of the entities known as participatory financing platforms. Second, it regulates and book your activity to authorized entities, in order to strengthen the development of this sector and, at the time, the necessary financial, concurring therefore stability, safeguard the principles of necessity and proportionality referred to in article 5 of law 20/2013, 9 December, guarantee of market unit. Third, and finally, the rules applicable to the agents that use this new channel of financing are clarified. The aim is, on the one hand, to clarify the regulation which already today should be applicable, and, on the other hand, to adjust it for the sake of the difficult balance between regulation that enhances this activity and at the same time ensuring an adequate level of investor protection.

In relation to the legal regime of participatory financing platforms, authorization and registration requirements are established before the National Commission of the stock market. In terms of its operational activity, regulation is based on the aim of ensuring the neutrality of the financing platforms participatory in its relationship between investors and promoters. Should be noted in addition, the prohibition of providing services such as financial advice, which would bring closer the platforms to any other bodies already regulated and supervised. Finally, the law does not make but remember the prohibition of taking funds to make payments in their own name on behalf of clients, without the required authorization of payment institution. In sum is intended to minimize the risk facing investors and developers to the platform.
In any case, should be clear that the investment in these projects is inherently risky so much because the promoter be unable to return or reward funds received, as per the fact that platform, in its role as intermediary and without prejudice to the diligence that should be required him, not guaranteed at any time the solvency or viability of the promoter. Yet, and given that it is not possible to eliminate the risk that have investors against developers, the standard provides the first tools to to, at least, mitigate and manage these risks. In this regard, measures such as limits on the volume that each project can capture through a platform of participatory financing, the limits to the maximum investment that an uncredited investor can perform and reporting obligations to make any investment decision has been able to be duly reasoned. In addition, as it is the case with investment services provided in connection with complex financial instruments, shall be required, without prejudice to the corresponding signature of the investor, require an expression of the same that manifest that it has been properly warned of the risks. This ensures the concurrence of a conscious and will well informed about the decision to invest funds in risky assets, but at the same time with high yield potential.

Finally, it should be recalled that participatory financing platforms open up a new channel by which promoters, sometimes with consideration of consumer, can apply for funding. Considering that part of the funding to the consumption could channel through this new phenomenon, it is appropriate to adjust and clarify the regulations ensuring an equivalent level of protection, while taking into account the singularity that involves applying for funding to a large number of investors. Finally, it must be said the legislator can no longer view to the fact that new technologies allow individuals and legal residents in a territory to invest abroad. Therefore, this law does not prevent investors and developers located in Spain access to platforms that provide services outside the national territory, but yes clarifies the terms in this passive marketing can occur without being subject to the regime of this law.

Finally, title VI includes a modification of the powers of the National Commission of the market of stock in order to deepening its functional independence and strengthen their skills supervisor, for the sake of the better performance of its mandate to ensure the transparency of securities markets, the correct formation of the prices in them and the protection of investors. For this purpose, granted new powers, like the ability to use innovative instruments of supervision and dictate guidelines, even though they have no direct binding, configured as a helpful tool to guide the sector on how best to comply with financial legislation increasingly detailed and complex. It also receives the full powers of authorization and revocation of entities that operate in the stock market and imposition of very serious offences, which until now were the Minister of economy and competitiveness.

Among the final provisions, necessary to make particular mention to the fifth, which modifies law 12/2012, of 26 December, urgent measures of liberalization of trade and certain services. With the adoption of the law have been streamlined and reduced deadlines for commencement of activities and the dynamism of entrepreneurship in the field of internal trade, facilitated by eliminating the previous municipal licensing opening, installation, performance, changes of ownership and of certain works involving the home and office of commercial activity and the provision of certain services provided for in the annex to the same carried out through permanent establishments whose surface of exhibition and sale to the public does not exceed the 750 m², and replace them with responsible for statements or previous communications that enable from the moment of their presentation for the immediate activity of exercise, without its being necessary to expect administrative ruling one.

Since its entry into force, he has been positively assessed the impact of the level of implementation of the measures of the law on the opening of new establishments and measures have been conducted for its effective application.

To comply with the thirteenth final disposition of the concerned law 12/2012, on December 26, respecting the provisions of title IX of the law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure, with the encouragement of the above-mentioned collaboration and inter-administrative cooperation mechanisms, and by this law , establishing a sanctioning system itself to make possible the exercise of sanctioning by the public administration in the event of failure to comply with the provisions of title I of the Act 12/2012, on December 26. Thus, the basic sanctions framework contributes to respect by public administrations, will help clarify the delineation of responsibilities, and ensures the necessary legal certainty for operators, who need to know in advance the consequences of their potential breaches.

Title I improvement of bank financing to small and medium-sized enterprises SMEs chapter I rights in cases of cancellation or reduction in the flow of financing article 1. Notice for termination or reduction of the flow of financing to SMEs.

1. credit institutions shall notify by any means allow evidence reception and a minimum three months in advance, their intention not to extend or extinguish the flow of funding that come by granting an SME or decrease it at a value equal to or greater than 35 percent.

2. the period of three months provided for in the preceding paragraph shall be calculated according to the due date of the loan agreement on major of which compose the flow of funding.

3 a. effects of the provisions of this title, means: to) flow of financing, all credit agreements in the form of opening credit, trade discount, payment, payment deferred, assignment of receivables or any other complying with an equivalent function of funding granted to an SME by a same credit institution.

(b) extension of the flow of funding, the extension of contracts for the financing or the celebration of a new, under conditions and by an overall amount similar, taking into account the market conditions.

(c) decreased by 35 per cent or more of the flow of funding, the extension of all or some of the contracts in force or the celebration of new ones, when extensions or new contracts concluded in a period of three months are, in aggregate terms, that the overall funding amount is lower than in at least 35 per cent with respect to the existing at the time in which it should notify the notice.

d) SMEs, micro, small or medium-sized company with recommendation 2003/361/EC of 6 May 2003, the Commission on the definition of micro, small and medium-sized enterprises, including natural persons carrying out economic activities, in accordance with article 1 of law 20/2007, of July 11, of the Statute of the autonomous work.

4 are excluded from the collection obligation in paragraphs 1 and 2 the following assumptions: to) when the maximum duration period of the flow of funding, including the possible extensions of contracts that comprise it, is equal to or less than three months.

(b) when SME is judicially declared in insolvency proceedings, when negotiations have started to reach an agreement of refinancing of those provided for in article 71 bis and in the fourth additional provision or a settlement of payments under Title X of the law 22/2003, of July 9, bankruptcy.

(c) when a credit institution resolved the contract for breach of SMEs in their obligations.

(d) when contracts that make up the flow of funding have been terminated by mutual agreement, or when this is not extended or diminished in an amount equal to or greater than 35 percent of common agreement.

(e) when a credit institution put an end to relations of business or operations with SMEs under provisions of law 10/2010 of 28 April, the laundering of capital and financing of terrorism.

(f) when the credit institution justified on objective reasons that financial of SME conditions, or, where appropriate, the third party debtor whose credits have been granted to a credit institution by the SMEs, and provided the funding awarded based on such receivables represent a substantial amount to the flow of funding, have worsened in a sudden and significant way during the three months after the date that should be having made the notification. This justification must be notified in writing to the SMEs.

Article 2. Information finance and SMEs.
1 within ten business days from the following the notification provided for in the preceding article, credit institution will provide free of charge SMEs a document entitled ' information finance-SMEs ' based on the information it has collected it in relation to its funding flow. The information will settle in the historical data available to the credit institution and shall include at least the following elements: to) the four latest data declarations relating to SMEs, as well as those corresponding to the end of each quarter of the past five years prior to the notification sent by the credit reporting institution to the Central of risk information pursuant to law 44/2002 22 November, on measures for reform of the financial system, and in its implementing rules.

(b) the data which, if any, have been reported by the credit institution for those companies engaged in the provision of information about the patrimonial solvency and credit provided for in article 29 of the organic law 15/1999, of 13 December, of protection of data of a Personal nature.

(c) the credit history, which must contain the following information relating to the five years prior to the notification: 1 a relationship of historical and current appropriations and the outstanding repayment amounts, 2nd a chronological relationship of unpaid obligations with their details or, in their absence, the express statement that SME has fully met its obligations , 3rd a State of the current situation of defaults, 4th a relationship of the competitions of creditors, refinancing agreements or out-of-court payments, garnishments, implementation procedures and other legal issues related to SME which is part the entity's credit, and 5 a list of contracts of insurance linked to the flow of funding. These effects will be considered insurance associated those hired within a period of 6 months preceding or following the improvement of any of the contracts of loan or credit that make up the flow of funding or any of its extensions.

(d) summary of the moves made last year in the flow of financing of SME contracts.

(e) the risk rating of SMEs in the standardized terms that are established in accordance with the provisions of paragraph 3 of this article.

2. without prejudice to the provisions in the preceding paragraph for cases of termination or reduction of the flow of funding, SMEs shall also have the right to request financial information-SME anytime and unconditional way. In these cases: a) the credit institution may require SMEs a price for this service which, in any case, exceed the cost of the preparation and provision of the financial information and SMEs. The Bank of Spain may fix the maximum price to receive this service.

(b) the credit institution shall bring this information at the disposal of SMEs within the period of 15 working days, counting from the day following the application.

3. the Bank of Spain will specify the content and format of the financial information and SMEs. Shall draw up a modelo-plantilla that entities are required to complete to move this information in clear and easily understandable way.

Also, the Bank of Spain will set the modelo-plantilla and the methodology for the elaboration of standardized evaluation of the creditworthiness of SMEs report refers to which paragraph 1.e) of this article.

Article 3. Inviolability of rights and contractual information.

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

Article 4. Monitoring and sanctioning regime.

1. the Bank of Spain will monitor the fulfillment of the obligations regulated by this title.

2 non-compliance with the obligations laid down in the previous articles will be considered serious infringement in accordance with provisions of law 10/2014, June 26, for planning, supervision and solvency of credit institutions, and of slight infringement where the breach is occasional or isolated.

Chapter II improvement of the legal framework of the societies and mutual guarantee societies of rebonding article 5. Modification of law 1/1994 of 11 March, on the legal regime of the reciprocal guarantee companies.

Law 1/1994, of 11 March, on the legal regime of the reciprocal guarantee companies, is hereby amended as follows: one. A new wording is given to article 10, in the following terms: 'article 10. Regime applicable to the guarantees granted by the reciprocal guarantee companies.

1. the status of partners of people guaranteed or guaranteed by the reciprocal guarantee society will not affect the status of the guarantees and warranties granted, which will have commercial nature and first of all by the Covenants if they did exist, and, secondly, shall be governed by the General conditions contained in the statutes of the society, provided that both one and others are not contrary to legal norms of peremptory character.

2. the guarantees referred to in the legal provisions that require and regulate the provision of guarantees in favour of the administrations and public bodies may be granted by the reciprocal guarantee companies, with the limitations specifically established legislation.

3 it may be constituted mortgage of maximum for the reciprocal guarantee companies.»

Two. A paragraph is added in paragraph 1 of article 11 with the following wording: «Under the reaval, the reavalista be liable to the creditor in case of non-compliance at the first request of the surety by whom were forced, under the terms defined in the contracts of reaval.»

3. Amending paragraph 2 of article 43, which is worded as follows: «2. all members of the Board of Directors of the mutual guarantee companies shall be persons of recognized commercial and professional honorability, possess appropriate knowledge and experience to carry out their functions and be able to exercise good governance of the entity. " The requirements of good repute and knowledge and experience must also concur in general or similar principals as well as responsible for the internal control functions and in people who occupy key positions for the daily development of the activity of the entity.

To these effects, the assessment of the suitability shall comply with criteria and control the reputation, experience and good governance procedures in General for credit institutions.

The reciprocal guarantee companies should establish units and adequate internal procedures to carry out the selection and continuous evaluation of the members of its Board of Directors, Directors General or assimilated, and responsible for the functions of internal control and of people who in other key positions for the daily development of the banking activity in accordance with the provisions of this law.»

Title II legal regime of financial establishments of credit article 6. Financial credit establishments.

1 may act as financial establishments of credit companies that without consideration of entity's credit and prior authorization of the Minister of economy and competitiveness, engage a professional basis to exercise one or more of the following activities: to) the granting of loans and credit, including credit to the consumer, mortgage and financing of commercial transactions.

b) «Factoring», with or without recourse, and the follow-up to this activity, such as research and classification of the clientele, accounting of debtors, and in general, any activity that tends to favor the Administration, evaluation, security and financing of the credits that are assigned to them.

(c) the lease, with inclusion of the following complementary activities: 1st activities for maintenance and conservation of transferred assets.

2nd concession of financing connected to a leasing business, current or future operation.

3rd brokerage and leasing operations management.

4th activities not leasing that may complement or not with a purchase option.

5th Advisory and commercial reports.

d) the granting of guarantees and warranties, and similar commitments.

(e) the granting of reverse mortgages, including those established in the first additional provision of law 41/2007, of December 7, the amendment of the law 2/1981, dated March 25, regulation of the mortgage market and other rules of the mortgage and financial system, regulation of reverse mortgages and dependency insurance and is establishing certain standard tax.

Likewise, financial credit establishments may develop other ancillary activities that are necessary for the performance of the previous activities, in terms that provision in its bylaws.
2. the financial credit establishments which also engage in one or more of the activities set out in the previous section, perform any of the payment services defined in article 1 of the law 16/2009, of 13 November, payment services, must request administrative authorization in accordance with article 11. These entities will be considered hybrid payment entities and with the specific rules of such entities will be of application, without prejudice to the provisions of this law.

3. the financial credit establishments which also engage in one or more of the activities set out in paragraph 1, to issue electronic money in the terms established in article 1(2) of the law 21/2011, July 26, electronic money, must request administrative authorization in accordance with article 11. These entities shall be regarded as electronic money institutions hybrid and with the specific rules of such entities will be of application, without prejudice to the provisions of this law.

4. the financial credit establishments may not capture repayable funds from the public. However, the capture of reimbursable funds through issuance of securities subject to law 24/1988, of July 28, the stock market, and its implementing rules, may be subject to the requirements and limitations to be established specifically for these establishments.

Financial credit establishments may titulizar its assets, in accordance with the expected legislation on securitisation funds.

Article 7. Legal regime.

1 financial establishments of credit shall be governed by the provisions of this title and its development and regulations, for all matters not provided for in the above rules, their legal status will be provided to credit institutions.

2. in particular applies to financial establishments of mortgage regulation regarding significant shareholdings, suitability and incompatibilities of officials, corporate governance and solvency in the law 10/2014, on June 26, management, supervision and solvency of credit institutions, and its implementing regulations as well as with the rules of transparency, market, bankruptcy regime and prevention of money laundering and the financing of terrorism provided to credit institutions.

3. in any case, will be applicable to financial establishments of credit provisions of additional provision third law 3/2009, of 3 April, structural modifications of commercial companies, on the regime applicable to the operations of global or partial transfer of assets and liabilities between credit institutions.

Article 8. Reservation of name.

1. the designation of 'financial credit establishment', as well as its abbreviation, «OBE», shall be restricted to these entities, which will be required to include them in its name.

2. the denomination of 'credito-entidad of payment financial establishment', as well as its abbreviation, "EFC-EP", shall be restricted to financial credit establishments which have the consideration of hybrid payment institution, who may optionally, include it in its name. Financial credit establishments which made no use of this term in any case use laid down in paragraph 1.

3. the designation of 'financial establishment of credito-entidad of electronic money', as well as its abbreviation, "EFC-EDE", shall be restricted to financial credit establishments which have the consideration of hybrid electronic money institution, who may optionally, include it in its name. Financial credit establishments which made no use of this term in any case use laid down in paragraph 1.

Article 9. Authorization and registration.

1. the Minister of economy and competitiveness, following a report of the Bank of Spain and the Executive service of the Commission for prevention of money laundering and monetary offences in aspects of its competence, shall authorize the creation of financial establishments of credit in accordance with the procedure which is foreseen by law.

2. the application for approval shall be resolved within three months of its receipt by the competent authority, or the time in which to complete the documentation required and, in any case, within twelve months after its receipt. When the request is not resolved in the period previously laid down may understood rejected.

3. regulations requirements for the exercise of the activity of financial credit establishments, cases of denial of authorization, as well as the specialties will be established in the authorisation of financial credit establishments under the control of foreigners.

4. in matters not provided for by this law and its implementing regulations, the procedure of authorization, revocation, resignation and expiry established for credit institutions law 10/2014, of 26 June, management, supervision and solvency of credit institutions and its implementing regulations shall apply.

5. once the authorization and after its Constitution and registration in the register, financial credit establishments must, before starting its activities, be registered in the special register of financial establishments of credit that will be created in the Bank of Spain. Entries in this special register, as well as casualties of the same, shall be published in the «Official Gazette».

Article 10. Authorization of structural modification operations.

Operations of merger, SCISSION or global or partial transfer of assets and liabilities involved a financial settlement of credit in which must be authorized by the Minister of economy and competitiveness, in accordance with the procedure established by law. The entity resulting from the merger of two or more financial institutions of credit can perform the activities for which fused settlements were authorized.

Article 11. Authorization of hybrid entities.

1. companies that intend to become financial establishments of credit and, in turn, provide payment services, will require a single specific authorization entitling them to the exercise of their activities and which will correspond to the Minister of economy and competitiveness following a report of the Bank of Spain and the Executive service of the Commission for prevention of money laundering and monetary offences in aspects of their competence. Once granted the authorization, they shall be regarded as hybrid payment institutions.

Also, companies that intend to become as financial credit establishments, and, at the same time, to issue electronic money, will require only specific authorization entitling them to the exercise of their activities and which will correspond to the Minister of economy and competitiveness following a report of the Bank of Spain and the Executive service of the Commission for prevention of money laundering and monetary offences in aspects of their competence. Once granted the authorization, they shall be regarded as electronic money institutions.

2 already approved financial credit establishments intending to perform payment services, must, for this purpose, request authorization to operate as payment institution in accordance with provisions of law 16/2009, of 13 November, hybrid of payment services, and its implementing regulations.

In addition, the already approved financial credit establishments intending to issue electronic money, must for these purposes, authorization to operate as an electronic money institution hybrid in accordance with provisions of law 21/2011, July 26, of electronic money, and its implementing regulations.

Article 12. Supervision and solvency.

1 will correspond to the Bank of Spain function supervisor of financial establishments of credit in accordance with the provisions of title III of the law 10/2014, 26 June, management, supervision and solvency of credit institutions, with adjustments, where appropriate, implementing regulations shall determine. This competition will be extended to any office or Centre, inside or outside the Spanish territory, and, insofar as the fulfilment of the tasks entrusted to the Bank of Spain requires it, societies that are integrated into the Group of the financial establishment of credit.

2. the rules of solvency applicable to financial establishments of credit will be established in law 10/2014, June 26, and its implementing regulations, with the particularities that provision by regulation.

En_particular, will not be applicable to financial establishments of credit provisions in: to) article 30 of law 10/2014, June 26, or the sixth part of the Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms , and by which modifies Regulation (EU) No. 648/2012.
(b) articles 44 and 45 of the law 10/2014, 26 June, concerning the obligation to maintain a cushion of capital and a mattress of counter-cyclical capital conservation, with respect to those financial institutions of credit that have the status of SMEs, in accordance with the provisions in the recommendation 2003/361/EC of 6 May 2003.

3 financial credit establishments will have a minimal amount of liquid assets, adapted to the legal nature and specificities of their business model. By law the above requirement will be made so that, in any case, the financial establishment of credit can: a) deal with potential outputs of funds arising from liabilities and commitments, even in case of serious events that could affect the liquidity, and b) maintain an appropriate structure of sources of funding with maturities in their assets, liabilities and commitments in order to avoid potential imbalances or tensions of liquidity which may damage or put at risk the financial position of the entity.

Article 13. Obligations of financial establishments of credit information.

1 financial credit establishments and the consolidated groups of financial establishments of credit must provide the Bank of Spain and make public their financial statements.

In addition, financial credit establishments undergo their annual accounts audit of accounts, in accordance with the provisions of the consolidated text of the law on audit of accounts, approved by Royal Legislative Decree 1/2011, 1 July, adjusting the financial year to the calendar year. The audit report should be referred to the Bank of Spain.

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 standards of accounting and with the rules of accounting information provided by the law 24/1988, of 28 July, the securities market and other commercial law resulting from application, the Minister of economy and competitiveness will be able to set and modify accounting standards and models to clamp the statements of financial credit establishments, as well as the consolidated financial statements, with the limits and specifications to be determined by regulation, providing frequency and detail with which the corresponding data must be supplied to the Bank of Spain and made public by the own financial credit establishments in General. In the use of this option, whose exercise may entrust the Bank of Spain, to the National Commission of the stock market or the Institute of accountancy and audit of accounts, the Minister of economy and competitiveness will be no more restrictions than the requirement that the publicity criteria are homogeneous for all the financial credit of the same category and similar establishments for the various categories of financial credit establishments.

The ministerial order which establishes the habilitation will determine reports which, if any, will be mandatory for the establishment and modification of the above standards and models, as well as the resolution of consultations on the regulations.

Article 14. Sanctioning regime.

Financial credit establishments them shall apply, with adaptations that regulations derived from the specificities of their legal status in relation to credit institutions, is to determine the penalties provided for in title IV of the law 10/2014, on June 26, management, supervision and solvency of credit institutions.

Title III legal regime of securitizations chapter I article 15 securitisation funds. Securitisation funds and their compartments.

1 securitisation funds are world heritage sites separate, lacking legal personality, with zero net asset value, integrated: a) in terms of its assets, by the claims, present or future, grouping in accordance with provisions in article 16, b) as for his passive, by values of debt issued and the credits granted by any third party.

2. the heritage of securitisation funds may, when so provided in the articles of incorporation, divided into separate compartments, with cargo which may issue securities or assume obligations of different classes and may be settled independently.

The part of the assets of the securitisation Fund attributed to each compartment exclusively liable for costs, expenses and obligations expressly attributed to that compartment and the costs, expenses, and obligations that have not been expressly attributed to a compartment in the proportion established in the deed of establishment of the Fund or the supplementary public deed. The creditors of a compartment only may make effective their claims against the assets of that compartment.

Article 16. Asset securitisation funds.

1 may be incorporated into the asset of a securitisation Fund assets belonging to any of the following categories: to) claims that are included in the assets of the assignor. Mortgage shares corresponding to loans that met the requirements established in the second section of the law 2/1981, dated March 25, of regulation of the mortgage market, as well as transmission of mortgage certificates shall be included in this letter. Securities issued by funds of securitisation that integrate into its active participations of mortgage or mortgage transmission certificates shall be regarded as of the above-mentioned law 2/1981 mortgage securities, of 25 March.

(b) claims future constituting income or charges of magnitude known or estimated, and whose transmission is contractually formalise so it is proven so unequivocal and irrefutable, the transfer of ownership. Means that they are future claims: 1 the concessionaire's right to the collection of toll highways, according to the special rules in the relevant administrative authorisation and the legal regime applicable to the concession.

2. other rights of a similar nature to the above to be determined by circular of the National Commission of the stock market.

2 securitization funds may acquire ownership of assets by any way, well be through your assignment, your purchase, your subscription in primary markets or otherwise admitted in law.

3 shall be entered in the land registry the domain and other real rights over real estate belonging to securitisation funds. Ownership and other real rights over any other property belonging to funds of securitization in registers that correspond may also register.

4. to securitisation funds it will be application, in relation to loans and other claims that acquire, the regime that in favour of the holders of the mortgage holdings referred to in the final paragraph of article 15 of the law 2/1981, dated March 25, of regulation of the mortgage market.

Article 17. Transfer of assets.

Transmissions of assets to a securitisation Fund shall meet the following requirements: to) both the transferring and, where appropriate, the transmitter of values created for incorporation into a securitisation Fund, must be provided at the time of the establishment of the Fund, at least, the audited accounts of the last two fiscal years.

The National Commission of the stock market may refuse the Constitution of a securitisation Fund when the audit report of the last year of the transferor or transmitter of values present qualifications which, in the view of the same, might affect assets to titulizar.

The National Commission of the stock market may require audited accounts of less when the transferring entity is recent or dispensing as provided in this letter.

In addition, this requirement will not be applicable when: 1 securities issued by the Fund will not be subject to negotiation in an official secondary market or in a multilateral trading system and are addressed solely to qualified investors.

2nd the guarantor or obligor of the assets object of transmission is the State, an autonomous region, a Local authority or an international body of which Spain is a member.

(b) the transferor must inform all annual reports about the transfer of rights of credit operations in present and future that affect the exercise of respective, including all kinds of operations that ensure the fruition of the process of transfer.

(c) transmissions of assets the Fund is formalized in contractual document that accredits business.

((d) in all new incorporation of asset securitisation funds, the management company shall deliver to the National Commission of the market of stock, for incorporation into the register referred to in article 92nd) of law 24/1988, of July 28, the stock market, a document signed also by the transferring entity and that it will contain :
1. details of assets to incorporate and their characteristics, with the same degree of specificity with which related assets grouped in the public deed of incorporation of the Fund.

2. Declaration that the new assets meet requirements established in the public deed of incorporation.

Article 18. Liabilities of securitisation funds.

1 integrated securitisation funds liabilities the values of fixed income issue and credits granted by any third party.

2. the securities issued may be subject to negotiation in an official secondary market or in a multilateral trading system and may differ among themselves in terms of the interest rate, term and form of depreciation, right of priority in the charge or any other features.

3. without prejudice to the differences that may be established between their different series, to the establishment of the Fund, the flows of principal and interest provided for assets grouped in the bottom must be sufficient to cope with the flows of principal and interest provided for liabilities issued by the Fund.

4. in accordance with the provisions of this law, the management companies may, in order to increase safety in the satisfaction of the economic rights of the securities issued, neutralize interest rate differences between pooled assets in the Fund and issued liabilities charged to it or, in general, to transform the financial characteristics of all or some of these liabilities hire for the Fund account swaps, insurance contracts, contracts of reinvestment to kind of guaranteed interest or other financial transactions whose purpose is indicated.

5. the securitisation funds may grant guarantees in favour of other liabilities issued by third parties.

Article 19. Synthetic securitisation.

1 securitisation funds may titulizar synthetically loans and other claims, assuming total or partially the risk credit them, by contracting with third-party credit derivatives, or by granting financial guarantees or guarantees in favour of the holders of such loans or other credit.

2. the asset securitisation funds making synthetic securitisation may be comprised of deposits in credit and fixed income securities traded in official secondary markets, including those acquired through temporary assignment of assets.

Deposits and securities may be transferred, pledged or encumbered in any way in guarantee of the obligations assumed by the Fund to its creditors, in particular vis counterparties credit derivatives and temporary transfers of assets.

3. the synthetic securitisation transactions shall be governed by the provisions of this law with the adaptations that, if necessary, be determined according to the rules. For this purpose, the references to assignments of receivables, assignors and transferred or incorporated into the Fund assets shall be deemed, respectively, to contracts of credit derivatives, counterparties of such contracts and the claims of reference whose risk is transmitted to the Fund under the same.

Article 20. Closed securitisation funds.

1. shall be deemed closed securitisation funds those in which his writings of Constitution does not provide for additions of assets or liabilities after its Constitution.

Without losing previous consideration, the deed of incorporation of the closed securitisation funds may provide for a maximum period of four months from the establishment during which assets and liabilities can incorporate up to a maximum volume.

2 in any case, may establish rules of substitution and correction of assets in the following cases: to) early repayment of assets grouped in the background.

(b) correction of hidden defects of the active initially composed, when you check after the establishment of the Fund which have attributes provided in the booklet or the articles of incorporation.

3. also you can, in order to cover the temporary gap between flows from the built-in asset calendar and the securities issued or the credits received, temporarily acquire assets of sufficient quality that does not damage the creditworthiness of the liabilities of the Fund.

Article 21. Open securitisation funds.

1 shall be considered as securitisation funds open those for which their articles of incorporation provide that its assets, its liabilities or both may be changed after the establishment of the Fund in some of the following ways: to) modification of liabilities when scheduled, both the successive issuance of securities, and the conclusion of new credits.

(b) extension and replacement of the asset at any time during the life of the Fund, in the terms provided for in the articles of incorporation.

(c) realization of an 'active management'. Active management means that, provided in writing of Constitution, allows the modification of the assets of the assets of the Fund in order to maximize profitability, ensure the quality of the assets, to carry out an adequate treatment of the risk or maintain the conditions laid down in the articles of Association of the Fund. The mere replacement of depreciated or liquidated assets that occurs in open funds or the sale of real estate or other assets awarded or given in payment of the credit rights acquired by the securitisation Fund shall not be presumed as active management. Active management policy must regulated in the articles of incorporation in detail and, if appropriate, shall appear in the prospectus of issuance.

2. the public deed of incorporation of an open Fund should provide expressly for its open character and specify which of the indicated characteristics concur in it.

3. to open funds planned will be application in paragraphs 2 and 3 of the preceding article.

Article 22. Requirements of Constitution of securitisation funds.

1 the Constitution of securitisation funds shall be subject to prior compliance with the following requirements: a) written request for establishment of the Fund, submitted by the management company to the National Commission of the stock market.

(b) contribution and prior registration at the National Commission of the stock market of: 1 project of public deed of incorporation of the securitisation Fund, 2nd supporting documentation of the assets to be grouped at the bottom, and 3 any other supporting documentation accurate for the Constitution of the Fund and creation of the compartments, if any, requiring the National Commission of the stock market.

(c) provision of reports prepared well for the management companies, auditors of accounts or other independent experts with fitness sufficient in the opinion of the National Commission of the stock market, on the elements that constitute the assets of the Fund, securitisation or their compartments.

This requirement may be excepted by the National Commission of the market of stock, according to the type of the Fund's structure and the relevant circumstances of market and investor protection.

The National Commission of the stock market will determine, in the case of open funds, the system of updating of the reports in accordance with the periods resulting from the incorporation of new assets.

(d) approval and registration in the National Commission of the stock market of a prospectus on the Constitution of the Fund securitization and compartments, if any, and the liabilities that finance them. This brochure will be adapted to the specific model to be determined by the National Commission of the stock market in accordance with the law of the European Union. In the event that the liability of the securitisation Fund was not made up of values, will apply the procedure laid down in paragraph 4 of this article.

2. for the purposes of compliance with the requirements set out in the preceding paragraph, shall apply the provisions of the regulation on issuance of securities.

The National Commission of the stock market may condition approval the establishment of the Fund to which it only direct their liabilities to qualified investors.

3. the Fund cannot be any kind of action until they have not been approved and registered by the National Commission of the stock market the documents referred to in paragraph 1, and elevated to public your articles of incorporation.

4 when securities issued by a securitisation of assets Fund are directed exclusively to qualified investors and not likely to be admitted to trading on an official secondary market: a) only the request to the National Commission of the market values and contribution and the public deed of incorporation registration will be mandatory for its Constitution, and b) the transmission of the values can only be performed between qualified investors.

5. the registration in the commercial register will be optional for securitisation funds and their compartments. In any case, the accounts of these funds must be deposited at the National Commission of the stock market.
6. If subsequent to the Constitution of a securitisation Fund aims to the creation of a compartment, you must undergo new application and registration before the National Commission of the stock market of the corresponding supplementary writings.

Article 23. Extinction of the funds.

1. the management company will urge the extinction of the Fund in the cases and by the procedure which for this purpose shall be established in the public deed of incorporation. This same writing must be provided in the form of liquidation of the Fund and the depreciation of securities issued with charge to the same and the loan.

2 in any case, will proceed to the extinction of the Fund when: to) is have fully repaid the claims that group and have been any other goods and values that integrate your asset.

(b) the Board of creditors decides by a majority of three quarters its extinction.

c) have paid in full all their liabilities.

(d) be given the case of forcible replacement of the management company, referred to in paragraph 2 of article 33 of this law.

Article 24. Modification of the public deed of incorporation of the securitisation Fund.

1. the public deed of incorporation of a fund may be modified at the request of the management company responsible for the Administration and legal representation of the Fund, in the terms provided for in this article, and without that can assume, in any case, the creation of a new Fund.

2 to proceed with the amendment of the articles of Association of a Fund, the management company must certify: to) the obtaining of the consent of all holders of securities issued by the Fund and the remaining creditors of their liabilities, excluding non-financial creditors, either the consent of the Board of creditors, in accordance with the procedure laid down in the articles of Association of the Fund.

(b) not necessary the consent referred to in earlier, when if any of the following assumptions: 1 that the modification is, in the opinion of the National Commission of the stock market, of little relevance. Not be considered, in any case, little relevant amendments relating to the securities issued by the Fund, the rules of the process of liquidation with respect to the securities issued or the rules for the calculation of resources given to the Fund and its distribution between the obligations to their creditors.

In any case, the management company must demonstrate that modification does not imply loss of the guarantees and rights of the holders of securities issued, which does not establish new obligations for the same and that the ratings awarded to the liabilities of the Fund are maintaining or improving after the modification.

2. that, in the case of a Fund opened by the passive, modification only affects the rights and obligations of the holders of securities issued after the date of granting the public deed of modification. In these cases, the management company must demonstrate that modification maintains or improves the position of securities issued prior to that.

3. Once verified by the National Commission of the Mercado de Valores the fulfilment of the provisions of this article, the management company will grant the public deed of modification and will bring to this Committee a certified copy of the same for incorporation into the corresponding public record.

4. the amendment of the articles of incorporation of the Fund will be released by the management company through periodic public information from the Fund and its website.

Also, when it is payable, you must develop a supplement to the prospectus of the Fund and communicate and spread as relevant information in accordance with the provisions of article 82 of law 24/1988, of July 28, the stock market.

Chapter II article 25 securitisation funds management companies. Social object.

1. the management companies of securitisation funds are intended the Constitution, administration and legal representation of securitisation, and funds funds of bank assets in the terms provided by law 9/2012, of 14 November, restructuring and resolution of credit institutions.

2 the management companies may establish, manage and represent funds and special purpose vehicles similar to securitisation funds, constituted abroad, according to the rules applicable.

Article 26. Obligations of the management companies.

1 shall apply to the management companies the following obligations: to) Act with maximum diligence and transparency in defence of the best interests of the holders of securities and financiers of the funds that manage.

(b) administer and manage the assets grouped in securitisation funds.

(c) having experts with proven experience or hiring the services of independent advisors who benefit from it.

(d) assessing the risks of the asset with diligence and rigour.

(e) drafting brochure with transparency and clarity.

(f) have administrative measures and organization appropriate to avoid potential conflicts of interest, in particular in relation to undue influences that may exist of sellers of assets when they were part of the same group as the management company.

(g) submit its annual accounts to the auditing of accounts in accordance with the provisions of the consolidated text of the law on audit of accounts, approved by Royal Legislative Decree 1/2011, 1 July, adjusting the financial year to the calendar year.

(h) the audit report of the last year and how much information is necessary for the monitoring of the obligations laid down in this law refer to the National Commission of the stock market.

(i) ensure better compliance with all the obligations laid down in this law, securities markets legislation and the rest of the legislation, conducting logging operations on the services provided in such a way that you can check such compliance for a period of at least five years.

2. in relation to article 25.1 reserved activity, the management companies are responsible for front forks of the values and remaining creditors of funds that represent for all damages they caused the breach of their obligations.

3. the national stock market Commission may establish and modify information that must satisfy the management companies.

Article 27. Authorization and registration of the management companies of securitisation funds.

1 corresponds to the National Securities Commission authorized the creation of the management companies of securitisation funds.

The resolution on the authorization shall be notified within six months following receipt of the request, or at the time that the required documentation is complete. If this period elapses without express resolution handed down, the application can understand is estimated by administrative silence, with the expected impacts in law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure.

Decisions issued by the National Commission of the stock market in exercise of the powers of authorization that attributed this article will put end to the administrative procedure.

2. once constituted, to start its activity, the management companies of securitisation funds shall be entered in the register and in the corresponding register of the National Commission of the stock market. Registration must occur within the period of six months from the granting of the authorisation. Otherwise, there will be the authorisation.

3 authorization for the creation of a securitisation fund management company shall be accompanied by documentation which is established according to the rules, including in any case: a) the project of laws, b) an explanatory memorandum, which described in detail the organizational structure of the society, the relationship of activities to develop and the technical means and human that will have (((, c) the relationship of who shall be entrusted charges of administration or management 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 having meaningful participation in society and the amount thereof, and e) few data, reports or records determined by the National Commission of the stock market needed to verify compliance with the conditions and requirements established in this chapter.

Article 28. Book activity and denomination.

1. any person or entity may, without having obtained the required authorization or be registered in the register of the National Commission of the stock market to develop the activities legally reserved to the management companies of securitisation funds.

2. the use of the name «Management society of securitisation funds» and «SGFT» nabuur is reserved for entities that have obtained the required authorization and are registered in the corresponding register of the National Commission of the stock market, not being able no other entity to use such designations or other drugs that induce to confusion with them.
3. the register and other public records shall refuse the registration of those entities whose business or corporate purpose or which are contrary to the provisions of this article. The inscriptions made in violation of the foregoing will be void void, and must proceed to its cancellation of its own motion or at the request of the competent administrative authority. Such invalidity shall not prejudice the rights of third parties of good faith, acquired in accordance with the contents of the corresponding records.

Article 29. Requirements to engage in the activity.

1 will be eligible to obtain and retain the authorization: to) take the form of joint-stock company, consisting of the simultaneous Foundation and with indefinite duration procedure.

(b) be provided as booked exclusive corporate purpose in article 25.1 of the Act.

(c) its registered office, as well as their effective management and direction, be situated in Spanish territory.

(d) have total own resources and a minimum share capital of one million euros, fully paid up in cash and in shares.

Also, total own resources will be increased by 0.02 per cent of the sum of the accounting value of assets under its management securitisation funds, in so far as such assets exceeding EUR 250 million. However, the payable sum of own resources and the additional amount shall not exceed EUR 5 million. For this purpose, computable equity shall be those laid down in the regulatory institutions for collective investment, with the particular conditions which, if any, determined by the National Commission of the stock market.

(e) that the holders shareholders of significant shareholdings are suitable. To determine when a participation is significant and appreciate the fitness you will be as provided in law 35/2003, 4 November, collective investment institutions.

(f) having a Board of directors consisting of at least three members. All of them shall be persons of recognized commercial and professional repute and must possess, at least most of them, expertise and experience appropriate to exercise its functions. The reputation, expertise and experience must also concur in General, or assimilated, directors of the entity. To appreciate the requirements of good repute and experience it will treat provisions in law 35/2003, 4 November, collective investment institutions.

(g) in accordance with the provisions of article 30 of this law, have an administrative and accounting organization appropriate and provided in accordance with the nature, scale and complexity of their activities, and have sufficient human and technical resources to carry out their activities.

(h) include in its name the expression «Management society of securitisation funds» or its abbreviation «SGFT».

(i) have procedures and adequate internal control mechanisms that will ensure the proper and prudent management of the company, including procedures for managing the risks associated with its activity, as well as mechanisms of control and safety in the computer field and bodies and procedures for the prevention of the laundering of capital and financing of terrorism, and a regime of related-party transactions.

(j) approve internal regulations of conduct, which will regulate the actions of administrators, directors, employees, representatives and persons or entities in which society can delegate functions, in accordance with the requirements in the regulations applicable to companies for investment, with the adaptations which may be necessary.

2 when the management company presents a level of own resources less than provided for in point (d)) of the previous paragraph, will present a programme to the National Commission of the market of values which shall state his plans to return to compliance, and the deadline to do so, which may not be more than three months.

Article 30. Organisational requirements.

1. the management companies of securitisation funds will count with the technical and human resources sufficient to carry out its activities and an organizational structure appropriate and provided in accordance with the nature, scale and complexity of their activity.

2. in the bosom of the management company they will exist, with proper clearance with respect to the operational units, units of regulatory compliance, risk control and internal audit. All of these units will have a development commensurate with the complexity and volume of managed assets.

3 the management company which, pursuant to article 21.1. c), has assumed in the deed of incorporation of a securitisation Fund Administration and asset management in order to play an active management should be: to) have a Special Committee to supervise the exercise of this activity.

(b) calculating his remuneration through procedures that are consistent with the investment policy and management of the risks of each Fund, avoiding the appearance of incentives to management contrary to the objectives set forth in these policies. The policy of remuneration of the management company with his senior managers and the other employees whose professional activity affects significantly its risk profile, or with persons or entities that can delegate duties will inspire in the same principles.

4. the responsibility of the company management will not be, in any case, affected by the fact that delegate functions in third-party, or for a new sub-delegation, neither nor the management company may delegate their functions up to the end of becoming an entity instrumental or empty of content.

5. by law the requirements contained in this article may be developed.

Article 31. Modification of statutes.

1. the amendment of the statutes of the management companies of securitisation funds shall be adjusted to the same legal regime that the procedure for the authorisation of management companies and its statutes. Will not require prior authorization, but they must be reported to the National Commission of the market of values, within twenty days of its registration in the register, amendments to the articles of Association of the management companies which have as their object: to) the change in the name of the management company.

(b) the change of domicile within the national territory.

(c) incorporate into the statutes of the management company legal or regulatory rules of mandatory or meet judicial or administrative decisions.

(d) the enlargements and reductions in capital.

(e) such other modifications for which the National Commission of the market of stock, in response to prior consultation formulated for the purpose by the affected management company, has considered unnecessary, because of its limited relevance, the application for authorization.

2 received the communication mentioned in the preceding paragraph, the National Commission of the stock market, before the expiration date of the period of one month, may require the management company so appropriate to review the statutory modifications that do not conform to current standards, being then subject to the arrangements laid down for the authorization in this chapter.

Article 32. Resignation.

1. the securitisation fund management company may waive its function of administration and legal representation of all or part of the funds they manage when thus deemed appropriate, requesting his replacement, which must be approved by the National Commission of the stock market, in accordance with the procedure and conditions established by law.

2. in no case may the management company waive the exercise of their functions while all requirements and procedures have not fulfilled so that the entity that the substitution may assume their functions.

They correspond to the management company who resigns, without that in any case they can be charged to the Fund, the costs arising from the replacement.

Article 33. Forced substitution.

1. when the management company had been declared bankrupt should be to find a management company that the substitution as provided for in the preceding article.

2. provided that in the case referred to in the preceding paragraph four months had elapsed since the decisive event of substitution took place and had not found a new society Manager ready to take care of the management, will be the early Fund liquidation and the depreciation of securities issued with charge to the same and loans , in accordance with the provisions of the public deed of incorporation.

Chapter III regime of transparency and Board of creditors article 34. Information obligations.

1 of each of the funds that manage and in the terms provided for in this law, the management companies of securitisation funds shall be published on its website: to) the writing of Constitution and, where appropriate, other public writings granted subsequently, b) the emission prospectus and, in your case, your supplements, and c) the annual report and quarterly reports.

2. the management company shall be able to prove at any time compliance with reporting obligations set forth in the preceding paragraph.

3. the National Commission of the stock market may determine the form, content and other conditions for processing and publication of the information referred to in this chapter.
Article 35. Annual report and quarterly reports.

1. the annual report must contain: a) annual accounts duly audited, accompanied by the corresponding audit report.

(b) a relationship breakdown of assets transferred to the Fund, in accordance with the criteria established by the National Commission of the stock market.

(c) a relationship breakdown of liabilities of the Fund, in accordance with the criteria established by the National Commission of the stock market.

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

(e) the breakdown of satisfied commissions and the same concepts.

(f) a report on compliance with other rules of operation of the Fund set out in the articles of incorporation. In the event that the management company to perform a management active, a report on the implementation of the management of assets and risk policies.

(g) any other information that can be determined by the National Commission of the stock market.

2. the annual report should be referred to the National Commission of the stock market for its registration in the relevant register, in the four months following the end of the previous year.

(3 quarterly reports, which will have the information referred to in the letters b) g) of paragraph 1 of this article, shall refer to the National Commission of the stock market in the two months following completion of the natural quarter, which will incorporate them into the corresponding registry.

4. the national stock market Commission may establish and modify accounting standards and models to which the financial statements of the funds and the scope and content of Auditors special reports or other independent experts must hold.

Article 36. Communication of relevant facts.

1. the management company shall communicate immediately any specifically relevant fact for the situation or the development of each Fund to the National Commission of the stock market and the creditors of the same, except that in the case of a fund whose values have not been admitted to trading on an official secondary market.

They will be considered relevant facts specifically to fund those who can influence in a sensitive way in the securities issued, where appropriate, and in the elements that make up its assets.

2 is it empowers the National Commission of the stock market to determine the form, content and deadlines for communication of relevant facts.

Article 37. Board of creditors.

The articles of incorporation of securitisation funds may provide for the creation of a Board of creditors. The composition, powers and rules of operation of the Board of creditors will be reflected in the articles of incorporation of the securitisation Fund, differentiating the participation of the various categories of creditors.

The creditors meeting, duly convened, is presumed entitled to remember you need at the best defense the legitimate interests of creditors Fund securitization.

In all matters not provided for by the articles of incorporation, the Board of creditors shall be governed by the provisions relating to the Trade Union of the debenture holders in the commercial law for the venture capital.

Chapter IV regime of supervision and sanction article 38. Function supervisory and sanctioning regime.

1 are subjects to the regime of supervision and punishment carried out by the National Commission of the stock market, in what refers to compliance with this title, as well as the rules of European Union law containing provisions specifically referred to them: to) the management companies of securitisation funds and the funds of securitisation that manage.

(b) entities that transfer assets to securitisation funds, issuers of the assets created for incorporation into a securitisation Fund, managers of assets transferred to the funds and the remaining individuals and entities that may be bound by the rules laid down in this title and the rules of the European Union that they will not apply.

In the case of legal persons, the competencies that correspond to the National Commission of the stock market under this Act may exercise over those who occupy positions of management, direction or assimilated into the same.

They hold positions of management or direction in the entities referred to in the preceding paragraph, its administrators or members of its colleges of administration, as well as its directors general and assimilated, understanding as such those who in fact or in law, to develop senior management functions in the entity.

2 will apply to individuals and entities referred to in the preceding paragraph, the regime of supervision and penalties procedure laid down in Title VI of the law 35/2003, 4 November, collective investment institutions, meaning that mentions which in this standard has effect with respect to the management companies for collective investment institutions , and the unit-holders and shareholders are understood referred, respectively, to the management companies of securitisation funds and financiers and holders of securities issued by such funds.

Article 39. Very serious offences.

They constitute very serious infringements: a) the omission or falsification on accounting and the information that should facilitate or publish in accordance with this law, the prospectus or the articles of incorporation of the Fund.

(b) any breach of the obligations of remission of the periodical information when there is an interest of concealment or gross negligence according to the relevance of the unrealized communication and the delay that is incurred, including the obligations arising from article 8 ter of Regulation (EC) No. 1060 / 2009 of the European Parliament and of the Council , 16 September 2009 on credit rating agencies.

(c) the modification by the management company of its articles of association without the authorization of the National Commission of the stock market in cases where necessary in accordance with the provisions in this law.

(d) the lack of referral or referral with inaccurate, not truthful, deceptive or that they omit aspects or relevant data to the National Commission of the Mercado de Valores of regulated financial information, as well as how much data or documents must refer you or is required in the performance of their duties when this is difficult the assessment of the solvency of the institution or , where appropriate, of the patrimonial situation of securitisation funds.

(e) the investment of the resources of the Fund in assets or the hiring of operations which are not permitted in the writing of the Constitution of the Fund, or that are contrary to the provisions of this law, provided that this invalidates the structure or the background object, seriously affects the quality of the assets, severely harms the interests of holders of securities and funders , or in the case of a repeated violation.

(f) the performance of activity reserved to the management companies in article 25 of this law without proper authorization.

(g) the modification of the articles of incorporation of a securitisation Fund with non-compliance with the provisions laid down in the applicable legislation.

(h) the breach of any of the obligations which are incumbent upon them in accordance with article 26 of this law.

(i) the service for a period of six months of a few resources below which are legally enforceable.

(j) in the event that the management company has assumed active management of the Fund, the delegation of the functions attributed to the management companies not complying with the provisions of this law and when this is prejudicial to the interests of holders of securities and financial backers of the Fund, or when it decreases the capacity of internal control and supervision of the National Commission of the stock market.

(k) the valuation of the assets owned by funds from securitisation moving away from the applicable legislation, when it severely harms the interests of holders of securities and financial backers of the Fund, in the case of a repeated behavior or have substantial impact on the financial stability of the securitisation Fund.

(l) the provision of the articles of incorporation of the securitisation Fund in different terms to the contents in the project of writing and pamphlet included in the records of the National Commission of the stock market, provided that they are relevant for the purposes of the Fund's structure.

(m) the issuance of reports and documents required by this Act and by virtue of article 8 ter of Regulation (EC) No. 1060 / 2009, of September 16, 2009, incurring serious inaccuracies or lack of veracity or omitting details relevant for the purposes of making a judgement based on the object or the investment or substantial.

(n) the repayment of securities issued or any payments on behalf of the securitisation Fund with failure to comply with the order of priority, limits or conditions imposed by the provisions governing it, your articles of incorporation or the brochure, causing serious prejudice to investors.

(n) the resignation of the Manager of office administration and legal representation of all or part of the funds of securitisation managing, with breach of the requirements.
(o) the acquisition of a controlling stake in breach of provisions in the legal or regulatory provisions that are applicable.

(p) failure to comply with the measures precautionary or applied apart from the exercise of powers to impose penalties agreed upon by the National Commission of the stock market.

(q) failure to comply with the commitments made by the management companies to remedy the deficiencies identified in the area of monitoring, it would seriously harm the interests of investors or in the case of a repeated behavior.

(r) the presentation by the management companies of deficiencies in administrative and accounting procedures and internal control procedures, including those relating to the management of risks when such deficiencies endanger the solvency or viability of the institution, or be severely prejudiced or put at risk the interests of investors.

(s) the Commission of grave breaches when during the five years prior to its Commission, had been imposed on the offending sanction signed by the same type of infringement.

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

Article 40. Grave breaches.

They constitute serious breaches: to) breach of the obligation of making available to investors of information that must be filed pursuant to the provisions of this law, the prospectus or the articles of incorporation of the securitisation Fund, as well as breach of the duties of information arising from article 8 ter of Regulation (EC) No. 1060 / 2009 , September 16, 2009, when do not constitute very serious infringement.

(b) occasional or isolated breach by the management companies of any of the obligations which are incumbent upon them in accordance with article 26 of this law.

(c) failure to comply with reporting obligations to the National Commission of the market of stock when a management company present a less than the required minimum level of own resources.

(d) any asset investment other than as permitted by the applicable legislation or allowed by the booklet or the articles of incorporation of the securitisation Fund when it should not qualify as very serious infringement.

(e) effective management or direction of the management companies by people who do not exercise a charge of this nature right in them.

(f) the improper use of designations referred to in article 28 of this law.

(g) issuance of reports and documents required on assets that are grouped in the assets of the securitisation Fund or securities issued, incurring inaccuracies or omitting details, when they should not be qualified as very serious.

(h) the acquisition of a holding in the capital of the management company in breach of the requirements laid down in the applicable legal and regulatory law, provided that it does not fit to qualify it as a very serious.

(i) charge fees for services that have not been effectively rendered, or the payment of unanticipated fees or failure to comply with the limits and conditions imposed in the laws or regulations of the management companies.

(j) breach of the obligations referred to in article 8 c of Regulation (EC) No. 1060 / 2009, of September 16, 2009, when it does not constitute a very serious breach.

Article 41. Minor offences.

They constitute minor offences: a) the delay in publication or release of information that, in accordance with the provisions of the regulations, the articles of incorporation or the prospectus of the funds that manage, has spread among the holders of securities and financiers of securitisation and public funds in general.

(b) the lack of referral to the National Commission of the stock market, in the term established in the rules or by this, many documents, data or information must refer him pursuant to the rules governing securitisation or required in the exercise of their functions, as well as non-compliance with the duty to collaborate before performances of supervision of the National Commission of the stock market , a subpoena for statement taking, including non-appearance when these behaviors do not constitute serious or very serious violation.

(c) is also slight infringement any breach of the rules applicable to securitisation which is not serious or very serious violation in accordance with the provisions of the preceding articles.

(d) failure to comply with the obligation contained in article 8 d of Regulation (EC) No. 1060 / 2009, to put on record, where applicable, the non-designation of at least one rating agency credit with a bottom 10 per cent of the total market share.

Article 42. Sanctions.

Without prejudice to the general application of the penalties envisaged in law 35/2003, of 4 November, of collective investment institutions, the National Commission of the stock market may impose on persons and offending entities referred to in article 38 of this law, periodic penalty payments of up to 12,000 euros per day, in order to force them (: a) to the fulfillment of the measures adopted precautionary.

(b) to comply with the duty of cooperation provided for in article 70 of law 35/2003, 4 November, to performances of supervision, including the appearance before citations for statement taking, as well as referral to the National Commission of the stock market data, documents or information must refer them pursuant to the applicable provisions or required in the exercise of their functions.

Title IV improvements in access to and operation of article 43 capital markets. Modification of the law 24/1988, of 28 July, the stock market.

Law 24/1988, of 28 July, the stock market, is hereby amended as follows: one. A new wording is given to the last paragraph of the article 30 bis.1: «(Cuando se trate de colocación de emisiones contempladas en las letras b) (,)(, d) c (and e) of this section, directed to the public in general using any form of advertising, should intervene an entity authorized to provide investment services for the purposes of the marketing of the securities issued.» It shall not apply this obligation to the exercise of the activity of the duly authorized participatory financing platforms."

Two. A new wording is given to chapter II of title III, articles 30 ter and quater 30: chapter II emissions of bonds or other securities that recognize or create debt article 30 ter. Exemption from requirements.

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

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

You won't have the consideration of obligations or other values that recognize or create debt-equity securities referred to in article 26.2, paragraph second, such as convertible into shares, provided that they are issued by the issuer of the underlying shares or by an entity belonging to the Group of the issuer.

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

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

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

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

(4 for emissions referred to in paragraph 1.b), legally required for the issuance conditions and the characteristics of the values shall be entered in the certificate issued by the persons authorized in accordance with the regulations in force. This certification shall be deemed suitable to register the securities in book-entry pursuant to article 6.

Article 30 quater. Scope of the Trade Union of the debenture holders.
Chapter IV of title XI of the revised text of the companies act of Capital, shall apply to emissions from obligations or other securities that recognize or create debt and having the status of public offering of subscription when: to) its terms and conditions are governed by Spanish law or legal system of a State which is not a member of the European Union not belonging to the Organization for cooperation and Economic development), and (b) take place on Spanish territory or its admission to trading takes place in a Spanish official secondary market or in a multilateral trading system established in Spain.

3. It is numbered as one the content of the current article 32, entitled 'Access to bargaining in an official secondary market' and is included in that article a number two follows: «two. Specialties in access to bargaining in an official secondary market from a multilateral trading system.

1 the entities whose actions go be negotiated in a multilateral trading system to be in an official secondary market, for a maximum transitional period of two years, shall not be obliged to comply with the following obligations: to) the publication and dissemination of the second semi-annual financial report, contained in article 35.2, second paragraph.

(b) the publication and dissemination of the intermediate management, contained in article 35.3 Declaration.

2. in order to benefit from the exemption provided for in the preceding paragraph, the prospectus for admission to trading on the official secondary market must specify intent entity eligible total or partially the same, determining its duration. This indication will be the consideration of information necessary for the purposes of article 27.1.

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

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

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

Four. A new wording is given to article 34.1: «1. The National Commission of the stock market may agree the exclusion of negotiation of those financial instruments that do not meet the requirements of broadcasting, frequency or volume contract established by regulation, and those of others whose issuer does not meet the obligations which are incumbent on him, notably in terms of remission and publication of information as well as societies in which the phase of liquidation in accordance with the law 22/2003 has been opened , 9 July, bankruptcy, or who are in phase of corporate liquidation, in accordance with the provisions of the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010, of 2 July. Interim without prejudice to the measures that they can be taken, such agreements shall be taken after hearing of the issuer, except in those cases in which exclusion agreed with reason the opening phase of bankruptcy liquidation, or for being the society in corporate liquidation phase. «Such competition will correspond to the autonomous community with the competence, regarding the financial instruments traded exclusively in its autonomous markets.»

5. Enter the letters g) bis, n) and or) in article 92: «g) bis a register of listed companies provided for in article 32.Dos.»

(n) a register of participatory financing platforms.

(o) a register of funds of securitisation, in which shall be entered the facts and acts subject to registration in the National Commission of the stock market in accordance with the applicable regulations."

6. It introduces a new subparagraph (c)) d in article 99, with the following wording: «c) d non-observance by the members of the multilateral trading systems, the issuers of financial instruments admitted to trading in these systems, registered advisers and any other participating entity in those of the rules laid down in Title XI of this law, its provisions in their rules of operation or development» When such failure was relevant by putting at serious risk the transparency and integrity of the market, or have caused financial damage to a plurality of investors."

7. Introduces a new clause to) ter in article 100, in the following terms: ' a) ter non-observance by the members of the multilateral trading systems, the issuers of financial instruments admitted to these systems, registered advisers and any other participating entity in those of the rules laid down in Title XI of this law, its provisions in their rules of operation or development» When such failure had no consideration of very serious offences under the preceding article.

8. A new wording is given to the letters b) and c) and introduces a new letter e) in article 120.3. i): "(b) public information that should be available with regard to values admitted to negotiation, so that investors can base their decisions. This information shall include, where appropriate, a description of the type and nature of the business activities of the issuer. The scope of information must bear in mind the nature of values and the investors whose orders may be executed in the system.

(c) types of members, in accordance with the provisions of paragraphs 2 and 3 of article 37, their rights and obligations.

(e) rights and obligations of issuers and any other participants in the multilateral trading system, which will include, where appropriate, a consultant registered, designated by the issuer, which must ensure that properly, both from the formal and substantive perspective, issuers comply with their obligations of information against the governing society and investors. The regulations shall determine the general framework of relationship of these advisors with emitters as well as the scope and extent of functions to perform and obligations."

9. Introduces the letters f) and g) 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 appropriate, to the exclusion of the securities trading, specifying the obligations of the issuer.»

10. A new wording is given to article 120.3. iv): «iv) oversight and market discipline. "

(a) methods of supervision and control by the governing entity of the effective enforcement of the regulation of the market, as well as the precepts of this law and other rules that may be applicable, especially in relation to the rules on abuse of market by issuers, members, registered advisers and other participants.

(b) the disciplinary regime governing entity will apply in case of breach of the rules of the market, irrespective of administrative sanctions which are applicable as laid down in this law.

(c) procedure the governing entity will use to inform the National Commission of the stock market those incidents or behaviour of its members which may constitute a violation of this Act or its rules of development or failure to comply with the rules laid down in the rules of the multilateral system of negotiation.'

Eleven. Added a new paragraph 4 to article 120, with the following wording: «4. governing institutions shall, on a quarterly basis, to the National Commission of the stock market information on practices and actions which, as laid down in its rules of procedure, to develop oversight of the multilateral trading system. " This information will be sent within the period of one month from the end of the period to which reference is made.

The National Commission of the stock market may determine the exact content and specific format used by the governing authorities for the fulfilment of this obligation.

The National Commission of the stock market may request governance entities how much additional information is required to ensure the proper functioning of the multilateral trading systems.»

12. A new wording is given to article 121.2:
«2. when appropriate, governing institutions of a multilateral trading system must provide, or in your case, make sure that there is publicly available information that allows that users can form an opinion about the negotiated instruments, taking into account both the nature of the users and the types of instruments traded in the multilateral trading system.

Responsibility for the preparation of information to publish on issuers of traded instruments shall be, at least, its authority and its administrators. They will be responsible for the damages and harm caused to the holders of the securities as a result that the information does not present a true and fair view of the issuer.»

13. Add a phrase at the end of paragraph 2 of article 122, in the following terms: "2. the entities referred to in the preceding paragraph shall be notified to the National Commission of the stock market any significant breach of rules or any anomaly in terms of negotiation or action that may involve market abuse.» They shall also communicate, on the basis of the information you have collected issuers, any possible breach of the rules applicable to the abovementioned issuers."

Article 44. Modification of law 27/1999 of 16 July, cooperatives.

One. Modifies the letter e) of article 21.2, which is worded as follows: 'e) issuance of equity securities and special interests.'

Two. Add a final paragraph to paragraph 1 of article 32, in the following terms: "Also deserves agreed, except as provided otherwise in the articles of Association, the issue of bonds and other forms of financing through issuance of marketable securities, provided it is not participatory titles or special interests, whose competence is attributed to the General Assembly."

3. Amending article 54.1, which is worded as follows: ' 1. cooperatives, by agreement of the Executive Council unless otherwise provided in the articles of Association, may issue obligations.» The issuance of obligations shall be governed by the consolidated text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010, of July 2, with the adaptations which may be necessary.

In addition, the governing body may agree, case emissions in series, the admission of voluntary funding partners or third party partners in any legal form, and with the terms and conditions established.»

Article 45. Modification of the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 of 2 July.

The revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 of 2 July, is to be re-worded as follows: one. A new wording is given to article 401, in the following terms: 'article 401. Issuer.

1. of capital companies may issue and ensure numbered series of obligations or other securities that recognize or establish a debt.

2. the total amount of emissions of the limited partnership may not exceed twice its own resources, unless the issue is guaranteed with mortgage, pledge of securities, publicly guaranteed debt or with a solidary guarantee of credit institution.

In the event that the emission is guaranteed solidario endorsement of reciprocal guarantee society, limit and other conditions of the guarantee will be determined by the capacity of society guarantee at the time of lending it, in accordance with their specific regulations.

The obligations laid down in articles 67 to 72 will be of application to increases of capital through non-cash contributions that are made by limited companies having obligations or other values that recognize or create outstanding debt.

The limited liability company may in no case issue and guarantee bonds convertible into participation certificates.

3. except as provided in special laws, values that recognize or establish a debt issued by a corporation and limited liability company shall be subject to the arrangements set up for obligations under this title."

Two. Amending article 403, which is worded as follows: «article 403. Conditions of issuance.

In the event that provides for the special legislation on emissions obligations or other values that recognize or create debt, will require the establishment of an Association of defence or syndicate of noteholders and the designation by the society, a person who, under the name of Commissioner, attend the granting of the contract of issue on behalf of the future bondholders «, pursuant to articles 419 to 429.»

3. Amending article 405, which is worded as follows: «article 405. Of the issue of bonds overseas by Spanish society.

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

2. the Spanish law will determine capacity, the competent body and the conditions of adoption of the issuance agreement.

3. the law which has been submitted emission be governed the rights of noteholders against the issuer, its forms of collective organisation and the regime of refund and repayment of obligations.

4. in the case of convertible bonds, the contents of the conversion right shall be governed by foreign law that governs the issuance, but always within the limits established by the Spanish society as the governing law of the society.

Spanish law will determine the value that obligations, limits on the conversion and the rule of exclusion of the right of pre-emption can be issued.»

Four. Amending article 406, which is worded as follows: «article 406. Competence of the Board of Directors.

1. unless otherwise provided in the bylaws and without prejudice to the provisions of the following paragraph, the Board of Directors shall be competent to agree on emission and the admission to trading of obligations, as well as to agree on granting of guarantees emission obligations.

2. the general meeting of shareholders shall be competent to agree to the issuance of bonds convertible into shares or debentures which attributed to the debenture holders a stake in the social gains."

5. Amending article 407, which is worded as follows: «article 407. Public deed.

1. the issue of bonds shall be recorded in writing which will be given by representative of society and by a person who, with the name of Commissioner, represent the future bondholders.

2 the public deed of issue shall contain the following indications: to) identity, the purpose and the capital of the issuer, with expression if it is fully paid up. If I had obligations in circulation, shall be entered those emission of obligations that are wholly or partially pending redemption, conversion or Exchange, with expression of the amount.

(b) the expression of the body that had agreed to the issuance and the date that it had adopted the agreement.

(c) the total amount of the issue and the number of obligations that compose it, with expression of if they are represented by means of titles or annotations into account.

(d) the nominal value of the obligations that are issued, as well as the interest accrued or the formula to determine type, premiums, lots and other benefits if it has them.

(e) the rules of organization and functioning of the Union of bondholders and their relations with the issuer.

(f) the scheme of repayment of obligations, with expression of the conditions and deadlines that take place.

3. if specifically guaranteed obligations are issued, writing be expressed, in addition, issuing guarantees. If the guarantees were real, the good will be identified which had lodged the security with expression of the public register in which they had enrolled warranty and the date of registration or the depositary entity of property or rights pledged and the date of the pledge. If the guarantees were personal, the guarantor shall attend the granting of broadcast writing.»

6. Amending article 409, with the following wording: «article 409. Subscription.

The subscription of the obligations means to each bondholder full ratification of the contract of issue and, where appropriate, accession to the Union."

7. A new wording is given to article 421 as follows: «article 421. Commissioner.

1 agreed the issuance of obligations, the issuer will proceed to the appointment of the Commissioner, who shall be a natural or legal person with recognized expertise in legal or economic matters. The issuer shall determine the remuneration of the Commissioner.

2. the Commissioner protects the common interests of the bondholders and, in addition to the powers that have been conferred on the writing of emission, will that attribute you the general Assembly of bondholders.

3. the Commissioner shall establish the internal rules of the Trade Union, adjusting as provided in the regime established in the deed of issue.
4. the Commissioner shall be the legal representative of the Trade Union of the debenture holders, as well as the relationship between the society and the debenture holders organ. As such, you can attend, with voice and without a vote, the deliberations of the general meeting of the issuer, inform this Union agreements and require the same reports that, in his view, or to the Assembly of the debenture holders, interest to these.

5. the Commissioner will witness the Raffles that have held, both for the award and to pay off the obligations, and monitor the repayment of the nominal value and the payment of interest.

6. the Commissioner may exercise on behalf of the Trade Union actions that correspond against the issuer, the Administrators or liquidators and people who had guaranteed the issuance.

7. the Commissioner will respond noteholders and, if necessary, against society of the damages caused by acts performed in carrying out their charge without the professional diligence with that must exercise it.»

8. Amending article 423 with the following wording: «article 423. Form of call.

The call of the general Assembly of bondholders will be as provided in the rules of the Union, which must ensure their knowledge by the debenture holders.»

9. It introduces a new article 424 bis, with the following wording: «article 424 bis.» Assistance.

1. holders may attend personally or be represented by another bondholder. In any case they may be represented by the administrators of the company, although bondholders.

2. the Commissioner shall attend to the general meeting of bondholders, even though it had not convened it.»

10. It introduces a new article 424 ter, with the following wording: «article 424 ter. Right to vote.

Each obligation will confer to the bondholder a voting rights proportional to the nominal value not amortised from the obligations which are incumbent."

Eleven. A new wording is given to article 425 as follows: «article 425. Adoption of agreements.

1. agreements shall be adopted by an absolute majority of the votes cast. By exception, the modifications of the term or the terms of repayment of the nominal value, conversion or redemption will require the favourable vote of two-thirds of outstanding obligations.

2. the resolutions adopted by the general Assembly of bondholders be linked to all noteholders, even non-attendees and dissidents."

12. A new wording is given to article 427, in the following terms: «Article 427. Challenge of the agreements of the general Assembly of bondholders.

The agreements of the general meeting of bondholders may be challenged by the noteholders pursuant to this Act, for the challenge of social arrangements.»

13. Amending article 428, which is worded as follows: «article 428. Intervention.

When society has delayed more than six months overdue interest payments or the repayment of the principal, the Commissioner may propose to the Council the suspension of any of the administrators and convene the general meeting of shareholders, if those not done so when they deem that they must be replaced.'

Title V status of participatory financing chapter I article 46 participatory financing platforms platforms. Participatory financing platforms.

1 participatory financing platforms are authorized companies whose activity consists in putting in contact, in a professional manner and through websites or other electronic means, to a group of natural or legal persons providing funding in Exchange for a monetary performance, so-called investors, with natural or legal persons who apply for funding on their own behalf to destine it to a participatory financing project known as promoters.

2 will not have consideration of participatory financing platforms the companies that develop the activity provided in the preceding paragraph when financing captured by promoters is exclusively through: to) donations.

(b) sale of goods and services.

(c) interest-free loans.

3. the legal regime of participatory financing platforms shall be provided for in this law and its implementing regulations, without prejudice to the remaining regulations applicable to these companies and their activity.

Article 47. Territorial scope.

1 shall be subject to the provisions of this title participatory financing platforms carrying on the activity provided for in the foregoing article in national territory, as well as participation in them of promoters and investors.

2. for the purposes of the provisions of this title, shall not be deemed that a service has taken place in national territory when a resident in Spain to participate on its own, as investor or developer initiative, on a platform with registered office abroad that provide the services referred to in article 46.1 of this law.

3 a the purposes specified in the preceding paragraph, shall not be considered that the activity will start on its own initiative: to) when the company advertise, promote or pick up customers or potential customers in Spain.

(b) when the company direct its services specifically to investors and developers resident in Spanish territory.

Article 48. Book activity and denomination.

1 it is reserved to the platforms of participatory financing which have obtained the required authorization and are registered in the corresponding register of the National Commission of the market of stock, the activity provided for in article 46.1 of this law.

2. the denomination «platform of participatory financing», as well as its abbreviation "PFP" shall be restricted to these entities, which must be included in its name.

3. it is prohibited to any person, natural or legal, authorised or registered as a platform of participatory financing the exercise of legally reserved to these activities and the use of their own names or any others that might lead to confusion with them.

4. the register and other public records shall refuse the registration of companies whose activity, purpose or designation violates the reserve activity or denomination. The inscriptions made in violation of the foregoing will be void void, and must proceed to its cancellation of its own motion or at the request of the competent administrative authority. Such invalidity shall not prejudice the rights of third parties of good faith, acquired in accordance with the contents of the corresponding records.

Article 49. Participatory financing projects.

Participatory financing projects must: to) be directed at a group of natural or legal persons that, investing in a professional manner or not, they expect a cash performance.

(b) carried out by promoters, natural or legal persons who apply for funding on their own behalf.

(c) allocate funding that is intended to capture only to a particular project of the promoter, which can only be of type business, educational or consumption unless in any case it can consist of: 1 Professional financing from third parties and in particular the granting of credits or loans.

2nd the subscription or acquisition of shares, bonds and other financial instruments admitted to trading on a regulated market, a multilateral system of negotiation or market equivalent of a third country.

3rd the subscription or acquisition of shares and participations of institutions for collective investment or their management companies, venture capital entities, other entities of type closed collective investment and the management companies of collective investment of closed type entities.

(d) be financed through some of the forms provided for in article 50 of this law.

Article 50. Forms of participatory financing.

1 participatory financing projects can be implemented through: to) the issuance or subscription obligations, actions ordinary and privileged u other securities capital, when it does not need and lack the emission prospectus he referred to in articles 25 et seq. of law 24/1988, of July 28, the stock market. In this case, it means promoter society that is going to issue the securities.

When funding participating non-accredited investors as defined in this title, the values referred to in this paragraph may not incorporate an implicit derivative.

(b) the issuance or subscription of shares in limited liability companies, in which case means promoter to the limited liability company that will issue the shares.

(c) the request for loans, including participatory loans, in which case means promoter to natural persons or legal entities lending.

2. the request for loans through the publication of projects on the platforms of participatory financing, in the terms provided in this law, shall have no consideration of collection of repayable funds from the public.

Article 51. Participatory financing platforms services.

1. the participatory financing platforms will provide the following services:
(a) reception, selection and publication of participatory financing projects.

(b) development, establishment and operation of communication channels to facilitate the recruitment of finance between investors and promoters.

2. the participatory financing platforms may provide ancillary services other than those provided for in the preceding paragraph. These services may consist, among others, in: to) advice to promoters in relation to the publication of the draft platform including the provision of services and advice in the areas of information, marketing, advertising, design and technology.

(b) analysis of participatory financing projects received, the determination of the level of risk involved in each project to investors and the determination of any other variable that is useful to investors to make investment decision. The publication, classification and grouping of such information in terms of objectives, without making personalized recommendations, shall not constitute financial advice.

(c) enabling remote communication channels so that users, investors and promoters contact directly each other before, during or after the proceedings giving rise to the financing of the project.

(d) the availability of parts of models of contracts necessary for the participation in the projects.

(e) transmission to investors of information that is provided by the promoter on the evolution of the project, as well as the most important corporate events.

(f) judicial and extrajudicial claim of rights of credit, acting on behalf of investors or on its own behalf if investors cedieren you your right to credit.

(g) those others that, in his case, determined by the Minister of economy and competitiveness, or with its express clearance, the National Commission of the stock market.

3 in addition to the services referred to in the preceding paragraphs and in relation to the applications provided for in article 50.1. b) and (c)) of this law, participatory financing platforms may formalize contracts of loan and subscription of shares based on a memorandum of understanding manifested through platform of funding participatory, acting on behalf of investors.

Article 52. Prohibitions.

1 participatory financing platforms may not exercise the activities reserved services of investment firms or of credit institutions and, in particular, will not be able: to) with regard to the instruments referred to in article 50.1. to) of this law, rendering the services of reception, transmission or execution of orders or mandates of customers referred to in the lyrics to) and b) of the article 63.1 of law 24/1988 of 28 July, the stock market, or custody of them.

(b) receive funds on behalf of investors or developers unless they have the purpose of payment and the platform has the required authorization of payment institution hybrid in accordance with provisions of law 16/2009, of 13 November, payment services, and its implementing regulations.

(c) receive proponents assets on their own behalf, either on their own or well on behalf of investors, as collateral for the fulfillment of the obligations of these promoters against investors.

2 the participatory financing platforms may not in any case: to) manage discretionary and individually investments in participatory financing projects.

(b) make recommendations personalized to investors about participatory financing projects.

(c) granting credits or loans to investors or developers except as provided for in article 63 of this law.

(d) ensure the promoters the uptake of funds.

(e) to provide automatic investment mechanisms that allow non-accredited investors to automate its investment decision, whether or not they are based on criteria preset by the investor. Not shall be regarded as automatic investment mechanisms utilities that allow the investor preselect from among the published projects all those that invest to, subsequently, agree and formalize their participation therein by a unique performance.

3. the participatory financing platforms may not exercise activities reserved for payment institutions, and in particular, the receipt of funds in order to pay on behalf of investors or developers, without the required authorization of hybrid payment institution, in accordance with the provisions of law 16/2009, of 13 November payment services, and its implementing regulations.

Chapter II authorization and registration article 53. Authorization.

1 the National Commission of the market of stock authorized and registered in the record corresponding to the participatory financing platforms, prescriptive and binding report from the Bank of Spain in the case of platforms that publish projects referred to in article 50.1. c) of this law.

2. the application for approval shall be resolved within three months upon receipt or at the time that the required documentation is completed and, in any case, within the six months following its receipt. The application for authorization shall be rejected by administrative silence if, after that period had not notified express resolution.

Decisions issued by the National Commission of the stock market in exercise of the powers of authorization that attributed this article will put end to the administrative procedure.

3. There will be the authorisation when within twelve months following the date of notification, not cancellation be given start to the purpose of the platform specific activities for reasons attributable to the same.

4. the National Commission for the securities market shall communicate to the Ministry of economy and competitiveness agreements initiation, with indication of the essential elements of the dossier, the acts of procedure qualified and final acts of participatory financing platforms authorisation procedures.

Article 54. Registration.

Participatory financing platforms will be registered in the corresponding register of the National Commission of the stock market. This record shall be public and shall contain the updated data of the corporate name, domain address of registered office of participatory financing platform, as well as the identity of administrators, Internet and a relationship of partners with meaningful participation. The registration shall be granted once the required authorization and after its Constitution and registration in the public registry that corresponds according to their nature.

Article 55. Requirements to engage in the activity.

They are requirements that an entity get and keep your authorization as a platform of participatory financing as follows: to) be exclusive social aimed at the realization of activities that are own platforms of participatory financing, as provided in this title and, where appropriate, the activities of a hybrid payment institution pursuant to article 52.3 of this law.

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

(c) take the form of company, incorporated for an indefinite time.

(d) dispose of the social capital to which refers article 56 entirely paid up in cash and comply with the financial requirements referred to in that article.

(e) participatory financing platform managers are persons of recognized honorability business or professional and possess knowledge and experience in the materials necessary for the exercise of its functions.

Concurs repute in those who have been showing a personal, commercial, and professional conduct that do not throw any doubts about his ability to play a sound and prudent management of the platform. To evaluate the concurrence of honesty you should consider all available information.

Such honesty, knowledge and experience requirements will also payable to Directors General or similar participatory financing platform.

(f) have a good administrative and accounting organization or appropriate internal control procedures.

(g) have the appropriate means to ensure the security, confidentiality, reliability and capacity of the service provided by electronic means.

(h) have a rules of conduct which envisages, in particular, potential conflicts of interest and the terms of the participation of administrators, managers, employees and parents on funding requests to be implemented through the platform.

(i) provide for mechanisms so that, in the event of termination of his activity, will continue to provide all or part of the services that are committed to participatory financing projects that had been funded.

Article 56. Financial requirements.

1 participatory financing platforms must have at all times: to) a share capital fully paid up in cash, at least 60,000 euros, or
b) insurance professional indemnity, guarantee or other equivalent security enabling you to cope with responsibility for negligence in the exercise of their professional activity, with a minimum coverage of 300,000 euros for claims for damages, and a total of 400,000 euros per year for all claims, or c) a combination of initial capital and professional indemnity insurance ((, guarantee or other security equivalent to that it will lead to a level of coverage equivalent to the letters a) and b) above.

2. when the sum of the funding obtained in the past 12 months by the projects published on the platform exceeds two million euros, participatory financing platforms must have own resources as at least equal to 120,000 euros.

3 in addition, their resources own total will be increased on the basis of the sum of the following concepts, related to the total amount of the funding obtained in the last twelve months for the projects published on the platform: to) until the first 5,000,000 euros, the increase will not be necessary.

(b) for the amount exceeding 5,000,000 euros and up to the following 50,000,000 euros, 0.2 percent of this amount.

(c) for the amount exceeding 50,000,000 euros, a 0.1 per cent of such amount.

(d) despite the above, the additional amount payable shall not exceed two million euros.

4. for the purposes of compliance with the requirements of own resources as set out in this article, you will understand as such the sum of the capital fully paid, premium and reserves.

5. the National Commission of the stock market will require participatory financing platforms that fail to comply with the requirements laid down in this article, the presentation of a plan to return to compliance, as well as insert in plan the necessary improvements in terms of its scope and timeline for completion.

6. the National Commission of the stock market may develop as provided in this article.

Article 57. Request for authorization and registration.

1 the application for authorization and registration of a platform of participatory financing must be accompanied by the following documents: to) when it is newly created, draft statutes and negative registration certification. The presentation of a balance sheet audited, closed not before the last business day of the previous quarter at the time of filing of the application may be required in the case of transformation of a pre-existing entity.

(b) programme of activities, which, in specific way, should include services, including the auxiliaries, which are intended to make.

(c) description of administrative and accounting procedures, as well as the technical and human resources appropriate to your activity.

(d) relationship of partners with significant participation with indication of their holdings in the share capital.

(e) the relation of administrators and of those who have to exercise as directors general or similar, with detailed information about the career and profession of them all.

(f) rules of conduct.

(g) a description of the procedures and means for the submission of complaints and claims by customers and the procedures to resolve them.

(h) Declaration of honor duly signed each of the administrators and Directors General or similar platform.

(i) a description of the procedures and systems established by which are to be sent to the promoter of investor funds, and by which investors will receive the compensation of the invested capital, and in the case of intermediation in payments, the name of the entity authorized to provide such a service and your registration number.

2. in any case, will fit to require people requesting the authorization provided for in this article, how much data, reports or records are considered appropriate to verify compliance with the conditions and requirements laid down in this title.

3. for the purposes referred to in this title, means significant participation that reach, directly or indirectly, at least 10 per cent of the capital or of the voting rights of the company or one that, without reaching the designated percentage, allows to control the company on the terms laid down in article 42 of the code of Commerce.

Article 58. Modification of authorization.

1 shall be subject to authorization by the National Commission of the stock market the following modifications of the participatory financing platforms: to) amendments of the articles of Association. Shall not be permission changes of domicile or the place of effective management or direction on national territory or modifications designed to incorporate verbatim legal or regulatory provisions of imperative or prohibitive character or comply with judicial or administrative resolutions. Nor do those other modifications for which the National Commission of the market of stock, in response to prior consultation formulated to the effect, considered unnecessary the application for the authorization by its limited relevance.

(b) substantial changes in the mechanism of transmission of funds. The mere change of authorized entity will not have substantial character to provide payment services.

(c) changes in the relationship of partners with meaningful participation and the appointment of new administrators and Directors General or similar.

2 shall be communicated to the National Commission of the stock market remaining amendments relating to the notification provided for in article 57 of this law.

Article 59. Revocation, suspension and waiver of the authorization.

1 the National Commission of the market of stock may revoke the authorization granted to a platform of participatory financing, in the following cases: a) if indeed disrupt specific activities authorized for a period exceeding one year.

(b) when the order had issued judicial resolution of opening of the phase of liquidation in bankruptcy proceedings.

(c) as a sanction as provided for in article 93 of this Act.

2. the revocation of the authorization shall contain all relevant public records, and soon shall be notified to the platform, it will lead to the cessation of the activity for which it was authorized.

3 the authorisation of participatory financing platform can be suspended in the following cases: to) when there is well-founded evidence of the Commission of offences provided for and described in this title.

(b) where there are well-founded indications that allow that the influence exerted by persons who possess a significant stake may be to the detriment of the prudent and correct management of the platform, and until 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 participatory financing platform must be communicated to the National Commission of the stock market, that will expressly accept it unless there are reasonable grounds to consider that the cessation of activity may cause serious risks for investors or developers.

5 the National Commission of the market of stock shall notify the Ministry of economy and competitiveness, and the Bank of Spain in the case of platforms that publish projects referred to in article 50.1. c), revocations, suspensions and resignations of authorisations of participatory financing platforms that take place.

Chapter III rules of conduct article 60. General principles.

1. the participatory financing platforms must exercise its activity in accordance with the principles of neutrality, diligence and transparency and according to the best interests of its clients.

2 both the promoters and investors will be considered customers.

3. the information provided to clients on the rights and obligations assumed by operating through the platform of participatory financing must be clear, timely, adequate, accessible, objective and not misleading.

Article 61. Obligations of general information.

1 participatory financing platforms shall include the following information on its website: to) the basic operation of the platform, including the form of participatory financing projects selection, the way in which is received and is the information provided by the promoters and the criteria for publication, which must be homogeneous and non-discriminatory.

(b) warning of the risks involved for investors in loans or subscription of shares, shares or other securities of capital and obligations through the platform of participatory financing and participation, in any case, the risk of partial or total loss of the invested capital, the risk of not getting the expected cash performance and the risk of illiquidity of the investment.

In the case of financing through the issuance of shares, reported in addition to the risk of dilution of participation in society, the risk of not receiving dividends and the risk not to be able to influence in the management of the company.
In the case of financing by issuing participation certificates or other securities representing capital, reported in addition to the risk of dilution, of the risk do not receive dividends, the risk of no influence in the management of society and of restrictions on the free transferability inherent to their legal status.

(c) the warning that participatory financing platform holds no provider of investment or credit institution status and that it is not attached to any investment guarantee fund or deposit guarantee fund.

(d) the warning that the participatory financing projects are not object of authorization or supervision by the National Commission of the stock market or by the Bank of Spain and that the information provided by the promoter has not been reviewed by them, or, in the case of issuance of securities, constitutes a prospectus approved by the National Commission of the stock market.

(e) measures and the organisational means adopted to minimize the risk of fraud and operational risk.

(f) in the event of participatory financing platform provide information on the number or percentage of defaults, defaults, profitability or other similar variable, rate must also report defines how each variable and how the calculations have been performed.

(g) the procedures and means through which is invested in the projects, either through the subscription of shares, participations or other securities of capital and obligations or through participation in the granting of loans.

(h) the rates applicable to investors and developers, the procurement procedure and the form of billing.

(i) the measures taken to avoid conflicts of interest.

(j) information on the procedures and systems which are to be sent to the developer investor funds and which investors will receive the remuneration of the capital invested and the case of intermediation in payments, the name of the entity authorized to provide such a service and your registration number.

(k) the procedures and means for the submission of complaints and claims by customers and the procedures to resolve them.

(l) where appropriate, the procedures and means through which participatory financing platform offers a service of debt collection.

(m) the mecanismos so that, in the event of cessation of activity of participatory financing platform, will continue to provide all or part of the services to which pledged against participatory financing projects that had been funded. Shall also inform the consequences that would entail the lack of activation of these mechanisms for investors and developers.

(n) the identity of the Auditors of the platform of participatory financing.

2. the information in paragraph 1 will be included so accessible, permanent, updated, free and easily visible on the web page of the platform of participatory financing.

3 the information in paragraph 1.b), c), d) and h) should arise, in brief and simple terms, and especially prominent in the web page under a heading called 'Basic information for the customer' a place and form.

4. the National Commission of the stock market may set the terms, including the method of calculation of the concepts referred to in paragraph 1.f), which should publish this information and require the inclusion of any other information deemed appropriate.

Article 62. Conflicts of interest.

1. the participatory financing platforms shall establish and apply an effective policy in the field of conflicts of interest. This policy will be published on its website and shall be adjusted to the size and organization of the platform, as well as to the nature, scale and complexity of their business.

2 administrators, executives and employees of the platform of participatory financing may not: a) activities that may give rise to a conflict of interest or inappropriate use or improperly disclosing confidential information, or b) make recommendations personalized to investors about the projects published on the platform of participatory financing.

(3 pallets of participatory financing partners can only advise investors on the projects published on the platform when they are authorized to provide the service of financial advice referred to in article 63.1. g) of law 24/1988, of 28 July, the stock market and to implement an effective policy in the field of conflicts of interest.

Article 63. Linked projects.

1 participatory financing platforms may only participate in projects published on its website in accordance with the following requirements: to) their participation shall not exceed 10 per cent of the funding for each project target or enable to control the company, on the terms laid down in article 42 of the code of Commerce.

(b) participatory financing platforms inform investors of clear and accessible form of the amount of their participation, or the related persons in paragraph 3, in each project. In addition, web publish its internal policy criteria to decide their participation in the projects.

2 the participatory financing platforms may only publish projects that are promoting on your own web site in accordance with the following requirements: to) the aggregate funding target of such projects shall not exceed in each fiscal year 10 per cent of the funds actually collected by all participatory funding projects published on its website in the immediately preceding financial year.

(b) participatory financing platforms shall immediately inform the investors of clear and accessible form of the projects of which they or persons related in the following section were promoters.

3. as provided for in the preceding paragraphs shall also apply to administrators, executives and partners with meaningful participatory financing platforms of participation, spouses or persons with whom they live in similar relation of affectivity and their relatives up to the second degree of consanguinity or affinity; concerning those who are promoters and projects are published on the websites of their respective platforms.

4. the participatory financing platforms may not participate in projects published by other participatory financing platforms.

5. without prejudice to the specific legislation that is applicable, in particular, in the field of public procurement and subsidies, public administrations or the remaining companies included in the concept of the public sector referred to in article 2 of law 2/2012, of April 27, of budgetary stability and financial sustainability shall be subject to the limitations set out in the preceding paragraphs.

Article 64. Advertising.

1. the participatory financing platforms may advertise and make communications of a commercial nature on his general business.

2. the participatory financing platforms can advertise and make communications of a commercial nature on participatory financing concrete projects provided that the selection of them is based on objective and non-discriminatory criteria on which it will inform customers.

3. in any case, the duty of neutrality and the other principles set out in article 60 of this law must be respected.

Article 65. Preservation of information.

Participatory financing platforms shall keep at the disposal of the National Commission of the stock market information that referred to this title for at least five years.

Chapter IV on the promoters and projects section 1 General requirements article 66. Diligence in admission and verification of the identity of the promoter.

1 platform of participatory financing should be evaluated with due diligence the admission of projects financing and their adaptation to the requirements established in this chapter.

2. the platform of participatory financing must check the identity of the promoter and identify it properly.

Article 67. The promoters requirements.

1. the promoter legal person shall be validly constituted in Spain or in another Member State of the European Union. In the case of natural persons, their fiscal residence must be in Spain or in another Member State of the European Union.

2 developers or partners of the promoter, the promoter Manager or the members of its Board of Directors does not may be disabled in accordance with provisions in law 22/2003, of July 9, bankruptcy, or equivalent legislation of other Member States of the European Union, or they may be serving a sentence for the Commission of crimes or misdemeanours against the heritage money laundering, the socio-economic order, public finances and Social Security.

Article 68. Limits on the number of projects and maximum amount of uptake.

1. the participatory financing platforms shall ensure that no promoter has published simultaneously on the platform more than one project.
2. the maximum amount of fundraising by financing project participatory through each of the participatory financing platforms shall not exceed 2,000,000 euros, being possible the realization of successive rounds of funding that does not exceed the amount on an annual basis. When projects are directed solely to accredited investors, the previous maximum amount may reach EUR 5,000,000.

Article 69. Quantitative and temporal boundaries of the project.

1. the participatory financing platforms shall ensure that for each project of participatory financing be established a funding target and a deadline to participate in the same.

2. the participatory financing platforms may provide in its rules of operation that the funding target and maximum period referred to in paragraph 1 can be overcome by up to 25 percent that report, prior to the investment, such a possibility and assumptions that give rise to the same.

3. the participatory financing platform will ensure that the funding target and the maximum term refer to paragraphs 1 and 2 are not surpassed.

4. If not reached the objective of financing within the time scale fixed, or, where appropriate, passed in accordance with paragraph 2, shall be to a refund of the amounts contributed.

5. Notwithstanding the provisions of paragraph 4, participatory financing platforms may provide in its rules of operation, the project received funding when it reached at least 90 per cent of the funding target, discounted once participation in the draft that could have the platform in accordance with article 63.1 , and be informed, prior to the investment, such a possibility and assumptions that give rise to the same.

Article 70. Information about the project.

1. the project must contain, at least, a description of it in a concise manner and in non-technical language, that provide the necessary information to enable an investor to half a trial based on the decision of project financing.

2. the participatory financing platform shall be published the description it referred to in the preceding paragraph, and the information contained in sections 2nd and 3rd of this chapter.

Article 71. Liability of the platform of participatory financing with respect to the information of the project.

1. the participatory financing platforms shall ensure that the information published on the platform is complete in accordance with the provisions of this chapter.

2. the participatory financing platforms be published any other relevant information that may act in his power over the project or the promoters.

Article 72. Additional obligations with respect to the information.

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

2. the participatory financing platforms updated on their website daily the State's participation in the project as well as the percentage of funding that has been taken up by investors who have the consideration of accredited and the platform. Once the deadline for the investment, the platform of participatory financing must announce it in the space of the web page to the corresponding project.

3. the information received and posted on a project will be available to investors who had participated in it, continuously on the website for a period of not less than twelve months since the closing of the acquisition of funds.

4. the participatory financing platforms should be available to investors so request the information referred to in paragraph 1 in long-lasting support and for a period not less than five years from the closing of the fundraising.

Article 73. Responsibility of the promoters for the posted information.

Developers will be responsible for against investors of information to provide the platform for participatory funding for publication.



Section 2 requirements applicable to loans article 74. Suitability of loans granted.

1. the loans will be subject to the legal regime to which they are subject.

2. the loan-based projects may not incorporate a mortgage on the residence of the borrower.

Article 75. Information about the promoter which receives funding through loans.

1. when participatory financing projects be implemented through loans and the promoter is a legal person, those shall contain at least the information referred to in article 78 of this law.

2 when participatory financing projects be implemented through loans and the promoter is a natural person, the projects shall contain at least the following information: a) Curriculum vitae.

(b) address to effect of notifications.

(c) description of the financial situation and debt.

3. the participatory financing platforms can preliminarily hide the identity of developers, provided that they ensure that investors can know such identity at some stage prior to the effective contribution of the funds.

Article 76. Information about loans.

1 participatory financing projects implemented through loans shall at least contain the following information on loans: to) a brief description of the essential features of the loan and the risks associated with financing.

(b) mode of formalization of the loan and, if formalization by public deed, place of their granting and indication of who shall bear such costs.

(c) description of the rights attached to the loans and their form of exercise, including any limitations of these rights. It will include information on remuneration and repayment of loans, and limitations to the transfer.

2 in particular, shall incorporate the following information in order to clarify the conditions in which promoter and investors participating in the project of participatory financing: to) the type of loan, amount total of the loan and the duration of the loan agreement.

(b) the annual rate equivalent, calculated in accordance with the mathematical formula as contained in part I of annex I of the law 16/2011, 24 June, consumer credit contracts.

(c) the total cost of the loan, including interest, commissions, taxes and any other expenses including accessories services with the exception of the notary.

(d) the table of depreciation with the amount, number and periodicity of payments must be carried out by the promoter.

(e) the rate of interest on arrears, the modalities for its adaptation and, when appropriate, costs for non-payment and a warning about the consequences in case of non-payment.

(f) in your case, provided guarantees, the existence or absence of withdrawal and early repayment and eventual law for lenders to receive compensation.

3. in the event that some of the issues referred to in the preceding paragraphs were not given at the time or during the publication of the draft, the platform of participatory financing should detail its form of determination or calculation before the formalization of the financing.



Section 3 requirements applicable to actions, shares or other securities of capital and obligations article 77. Suitability of the securities issued.

Shares, participations or other capital securities and obligations subject to the emission shall be subject to the legal regime that find application and, where appropriate, the provisions of law 24/1988, of 28 July, the stock market, and in the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 , 2 July.

Article 78. Information about the promoter issued securities.

1 participatory financing projects implemented through a range of subscription of shares, participations or other securities of capital and obligations shall contain, at least, the following information about the issuer: to) description of society, social bodies and business plan.

(b) identity and curriculum vitae of managers and directors.

(c) corporate name, registered office, address of the domain of the Internet and registration number of the sender.

(d) form of social organization.

(e) number of employees.

(f) description of the financial situation.

(g) social capital and debt structure.

2. in the case of the issuance or subscription of shares, participation certificates or other securities representing capital, should also include the bylaws.

Article 79. Information about the offer of securities.
Participatory financing platforms must publish the following information about the participatory financing projects implemented through a range of subscription of shares, participations or other securities of capital and obligations: to) description of the type and the class of the securities offered, and exist, the identification code of the value.

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

(c) indication of whether the values are represented in titles or book-entry form. In the first case, the name of the entity custody be designated. In the latter case, the name and address of the entity responsible for the keeping of the corresponding annotations be designated. In both cases, the rates applicable to these services should be indicated.

(d) description of the rights attached to the Securities and their form of exercise, including any limitations of these rights. It will include information on amortization and compensation of values or their way of calculation when it is not possible to publish it prior, covenants of repurchase and limitations on sale.

(e) where appropriate, provided guarantees.

Article 80. Requirements of the bylaws of the promoters.

1 the statutes or social, in his case, the regulations of the Board of promoters with corporate character who implemented their projects of participatory financing through subscription of shares, participations or other securities representing capital oferecida must regulate the following rights of the partners: to) recognize the right to assistance to the Board by electronic means in the terms provided for in article 182 of the revised text of the companies act of Capital.

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

(c) establish that the shareholder agreements that relate to the exercise of the right to vote in the General meetings or that have an impact in some way on the transferability of shares, participation certificates or other securities representing capital will have to be communicated immediately to the society itself and by this to other partners.

2. the statutory provisions that violate the provisions of this article will be void.

Chapter V article 81 investor protection. Types of investors.

1. investors may be accredited or non-accredited.

2 in the case of projects referred to in article 50.1. b) and c) of this law, shall be regarded as accredited investor: a) the natural and legal persons referred to in the lyrics to), b) and (d)) of article 78 bis.3 of law 24/1988, of 28 July, the stock market.

(b) employers who individually meet, at least two of the following conditions: 1 that the assets items total is equal to or exceeding 1 million euros, 2nd to the amount of your annual turnover is equal or exceeding 2 million euros, 3rd than their own resources are equal to or greater than 300,000 euros.

(c) the natural persons who meet the following conditions: 1 demonstrate annual revenues exceeding € 50,000 either a financial wealth exceeding 100,000 euros, and 2nd request to be considered as accredited prior investors, and expressly renounce their treatment as a customer not credited.

The admission of the application and waiver must be carried out according to the provisions of article 84 and will depend on participatory financing platform make the proper assessment of the experience and knowledge of the customer, and ensure that you can take their own investment decisions and understand their risks.

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

3. in addition to the people above, also will be considered accredited investor natural or legal persons that prove such hiring the service of financial advice on the financing instruments of the platform by an authorized investment services company.

4. any investor who does not comply with the provisions of paragraphs 2 and 3 of this article will be considered not credited.

5 investors accredited according to the letters c)) and (d) of paragraph 2 of this article which does not provide funding to a project of the platform of participatory financing within the period of twelve months, will lose the accredited status, although you can get back it when they comply with the requirements set out in the letters referred. They will also lose consideration of accredited when they so request in writing.

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

1 participatory financing platforms will ensure that any non-accredited investor: to) undertakes to invest or reverse through it more than 3,000 in the same project posted by the same platform of participatory financing.

(b) undertakes to invest or reverse through it more than 10,000 euros over a period of twelve months, in projects published by the same platform of participatory financing.

(2. Likewise, participatory financing platforms should require non-accredited investors the demonstration referred to in article 84.2. b) to prevent non-accredited investors to invest in a 12-month period more than 10,000 euros in projects published on the set of platforms.

Article 83. Requirements of information prior to investment.

1 prior to participation in each project of participatory financing, website through which operates the platform of participatory financing must ensure that the investor receives and accepts a specific communication which warns you, in a clear and understandable, in the following circumstances: to) the project of participatory financing is not object of approval or of supervision by the National Commission of the stock market or Bank of Spain and the information provided by the promoter has not been reviewed by them.

(b) in the case of issuance of securities, it is not subject to authorisation and supervision by the National Commission of the stock market and the information provided by the issuer has not been reviewed by the National Commission of the stock market nor does it constitute a prospectus approved by the National Commission of the stock market.

(c) the existence of risk of partial or total loss of the invested capital, risk of not getting the expected cash return and risk of illiquidity to recover your investment.

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

(e) any others that determined the National Commission of the stock market.

2. the obligation referred to in paragraph 1 shall not be payable when the inverter is accredited.

Article 84. Expressions of the inverter.

1. the participatory financing platform will require that all accredited investor, before operating for the first time as such, expresses that he has been warned that to be considered accredited investor exposed to greater risks and enjoys less protection for investment in a project of participatory financing. Such expression may be carried out at the same time as that referred to in letters c) and (d)) of article 81.2 of the Act.

2 immediately before acquiring any undertaking to pay, participatory financing platform will require that, together with your consent, all uncredited investor revealed that: to) has been advised of the risks involved in investment in the project of participatory financing or funding participatory projects where the investor participate in several by a unique performance (,) and (b) taking into account the operation performed, its total investment in the last twelve months in projects published by the set of participatory financing platforms does not exceed the threshold of 10,000 euros.

3 manifestations of inverter them referred to in paragraphs 1 and 2 of this article, both the letters c) and (d)) of article 81.2 may be obtained through your handwritten expression, both through channels electronic or telephone, provided that establish effective measures that prevent the manipulation of information subsequent to the completion of the transaction. In the case of provision of services by electronic means, the means to make should be established that the customer can type the corresponding expression and the entity shall be able to prove that so it has been. This will require the use of any of the following means: to) qualified electronic signatures or advanced electronic signatures based on a qualified electronic signature certificate.

(b) qualified electronic stamp or advanced electronic label based on a certificate qualified electronic stamp, if the investor is a legal person.

(c) intervention of a third party's confidence in the operation.

d) other methods that allow you to prove that the client actually has typed the corresponding expression at the time of the application for accredited investors.
In the case of provision of services via telephone, the entities should apply for the investor to be identified before starting the operation and retain the recording with the verbal expression of the client.

4 participatory financing platform shall keep the record of the events referred to in the preceding paragraphs, at least five years.

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

The activity developed by the participatory financing platforms and relationships between promoters and investors will be subject to the rules on protection of the consumers and users with the specifications provided for in this chapter, as well as to the mechanisms provided for in the legislation on the protection of customers of financial services and, in particular, to the provisions of articles 29 and 30 of Act 44/2002 , 22 November, reform of the financial system.

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

1. in their relations with those promoters who have consideration of consumer, participatory financing platform will be considered an intermediary for the purposes of the law 2/2009 of March 31, which regulates contracting with consumer lending or mortgage lending and intermediation services for contracts of loan or credit (, which will be of application in the following terms: to) shall not apply registration obligation established by article 3 of the aforementioned law.

(b) the obligation to have insurance of civil liability or bank guarantee established by article 7 of the aforementioned law shall apply.

(c) shall apply on commercial communication and advertising obligations and obligations in addition to the activity of intermediation of the articles 19.3 and 22 of law 2/2009, of 31 March.

2. in its relations with those promoters who have consideration of consumer, participatory financing platform will be considered an intermediary for the purposes of the law 16/2011, from June 24, contracts of consumer credit, whose effects shall be read fulfilled these requirements with the publication of the project by a platform of participatory financing which has obtained the required authorization and is entered in the corresponding register of the Act (: a) the presentation of a binding offer to which refers article 8 of the aforementioned law.

(b) the communication of the prior to the contract information and publicity referred to in articles 9 and 10 of the Act.

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

Participatory financing platforms not published projects in which consumers applying for a loan or mortgage credit.

Article 88. Warnings to be carried out.

Participatory financing platforms must warn of the risk of excessive indebtedness, which may involve obtaining funding through by promoters who has the status of consumer.

Chapter VI Oversight, inspection and sanction article 89. Inspection and sanctions regime.

1 are subject to the regime of monitoring, inspection and punishment of this title, in charge of the National Commission of the stock market: a) the participatory financing platforms.

(b) the remaining natural and legal persons for the purposes of verifying if they contravene the activity and denomination reserves provided for in article 48.

2. in the case of legal persons, the faculties corresponding to the National Commission of the stock market may also exercise over those who occupy positions of management, direction or assimilated thereto.

Article 90. Powers of the National Commission of market of values and cooperation with the Bank of Spain.

1. the National Commission of the stock market shall have all the powers of inspection, monitoring and sanction provided for in this law and the rest of the legal system for the exercise of their functions.

2 in accordance with the principles of cooperation and collaboration, the Bank of Spain shall, with respect to platforms that publish projects referred to in article 50.1. c), provide the information required to the National Commission of the stock market and provide, in the own field, active cooperation and assistance that it could collect for the effective exercise of the powers which he credited with this title.

3. for the purposes of the provisions of the preceding paragraph, the National Commission of the stock market may request all information, documents or evidence are available to the Bank of Spain, and require your assistance with the best exercise of the functions of supervision, inspection and sanction provided for in this title. En_particular, the Bank of Spain, at the request of the National Commission of the stock market, may develop actions and exercise the powers provided for in article 50 of the law 10/2014, 26 June, management, supervision and solvency of credit institutions to verify compliance with the provisions of this law for platforms that publish projects referred to in article 50.1. c).

4 in particular, in relation to the exercise of the powers to impose penalties that attributed to it by this chapter, the National Commission of the stock market: a) must report to the Ministry of economy and competitiveness agreements of proceedings, with an indication of the essential elements of the dossier, the acts of procedure qualified and the final acts of the proceedings.

((b) must obtain report of the Bank of Spain prior to the imposition of sanctions on platforms that publish projects referred to in article 50.1. c).

(c) it may require the Bank of Spain, in accordance with the provisions of paragraphs 2 and 3, history, reports and actions necessary for the effective exercise of their powers and appropriate instruction of procedures.

5. the content of the duty of cooperation between the National Commission of the stock market and the Bank of Spain provided for in this article to specify through the instruments and procedures of common and voluntarily establishing such bodies.

6. the physical and legal persons provided for in article 89 are forced to put at the disposal of the National Commission of the stock market or Bank of Spain when it acts upon request of that, books, records and documents, regardless of their support, these considered accurate for the proper exercise of its functions, including computer programs.

7. the National Commission of the stock market, in the exercise of the powers of supervision and inspection referred to in this chapter, you can communicate and require, to natural and legal persons provided for in article 89, by electronic means, the information and measures contained in this law and its provisions for development, in accordance with the foreseen in the article 85.6 of law 24/1988 , of 28 July, the stock market.

Article 91. Communications to the National Commission of the stock market.

Participatory financing platforms must be sent to the National Commission of the stock market information relating to changes in its shareholder structure or distribution of holdings and, at the end of your workout, the following documentation: a) the annual accounts audited, accompanied by the corresponding audit report.

b) a memory that contains: 1 a summary of the categories of projects published through the web page, achieved funding and projects that have not secured funding and, in the case of information in this regard, rate of delinquency and number and percentage of defaults and bankruptcies. It must also 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. where appropriate, the identity of the credit institution or payment provider hired by the participatory financing platform for intermediate payments made by investors and developers.

3rd in their case, judicial actions, complaints and claims by customers.

4th in the case of managing its own coverage of losses, its volume and losses was done that front.

Article 92. Infractions.

1 are very serious breaches: to) the publication reiterated by the platforms of participatory financing of projects that do not meet the conditions laid down in article 49 or not be implemented through the forms provided for in article 50.

(b) the breach by the platforms of participatory financing of the prohibitions provided for in article 52 and the prohibition to receive funds on behalf of clients without the required authorization established in article 52.3.

(c) the provision of services of participatory financing platforms without the mandatory authorisation provided for in article 53.

(d) the realization not merely occasional or isolated by the platforms of participatory financing of activities not contained in your authorization.
(e) the obtaining of the authorization as a platform of participatory financing by means of false declarations or other medium irregular.

(f) the refusal or resistance to acting supervisor or Inspector of the National Commission of the stock market.

(g) the publication of misleading information, misleading investors and in particular the manipulation of the percentage of defaults, the rate of non-performing loans, the rate of return, of the level of risk of investing in a specific project or projects generally published on the platform.

(h) the serious and repeated failure to platforms of participatory financing of the obligations of behaviour referred to in article 60 and of the rules to minimize conflicts of interest refer to articles 62 and 63.

(i) the repeated and serious breach by the platforms of participatory financing of the duty to verify the identity of the promoters.

(j) breach not merely occasional or isolated by the financing platforms participatory's duty to ensure the application of the thresholds applicable to the project of participatory investment objectives and maximum terms and the investment limits for non-accredited investors referred to in articles 68, 69 and 82.

((k) the repeated and serious breach by the platforms of participatory financing of the duty to provide the information to which refers article 83 and obtain the manifestations of the investors referred to in letters c) and (d)) of article 81.2 and in article 84.

(l) the Commission by the infringer of a serious offense when within the previous five years it has imposed an administrative sanction firm by the same offender type.

2 are serious breaches: a) total or partial breach of obligations of information provided for in article 61 when the relevance of the information or the delay which has been published has seriously hindered the appreciation on the nature of the entity and its activities, or this information is based on inaccurate or not truthful data When these so-called incorrectness is relevant.

(b) the serious and repeated breach by the platform of participatory financing of the rules governing advertising laid down in article 64.

(c) the repeated and serious breach of the duty of care of the platform of funding participatory when it comes to check that developers and their projects meet the requirements laid down in chapter IV and the obligation of publication of the notification provided for in that chapter.

(d) the serious and repeated breach of reporting obligations provided for in article 72, part of the platform of participatory financing.

(e) failure of the communications to the National Commission of the stock market regime envisaged in article 91.

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

(g) the Commission by the infringer of a mild violation within the previous two years when it has imposed an administrative sanction firm by the same offender type.

3 constitute minor offences those infringements of provisions of this title of forced observance which are not serious or very serious violation in accordance with the provisions of the preceding two paragraphs.

Article 93. Sanctions.

1 by the Commission of very serious offences shall be liable to the offender one or several of the following sanctions: a) fine amounting to between three and five times the gross profit obtained as a result of the acts or omissions in breach, of between 5 per cent and 10 per cent of the net turnover consists of total annual or between 75,000 and 200,000 euros.

(b) revocation of the authorization.

(c) prohibition of the authorization to operate as a platform of participatory financing for a period of not less than one year nor more than five.

(d) separation of the office of administration or address the offender occupy a platform of participatory financing, with disqualification for positions of management or direction in any platform of participatory financing period not exceeding ten years.

2 by the Commission of serious offences shall be liable to the offender one or several of the following sanctions: a) fine for amount between twice and three times the gross profit obtained as a result of the acts or omissions in breach, of between 3 per cent and 5 per cent of the net turnover consists of total annual or between 50,000 and 100,000 euros.

(b) suspension of the authorization to operate as a platform of participatory financing for a period not exceeding one year.

(c) suspension for a period not exceeding one year in the exercise of the office of administration or address the offender occupy a platform of participatory financing.

3. in all no provisions in this chapter will be of supplementary application to the exercise of the law 24/1988, of 28 July, sanctioning of the stock market and its implementing regulations, and, in particular, the Royal Decree 2119 / 1993 of 3 December, on the disciplinary procedure applicable to subjects operating in the financial markets. The penalties for serious and very serious infringements will be published in the «Official Gazette» and on the website of the National Commission of the stock market, in accordance with the provisions of articles 102 and 103 of the law 24/1988, of 28 July, the stock market.

4 by the Committee on minor offences be imposed to the offender the penalty of fine for amount from the gross benefit obtained as a result of the acts or omissions in which consists the infringement and its double, of between 1 per cent and 3 per cent of the net turnover total annual or between 10,000 and 50,000 euros.

Title VI strengthening of the capacity of the National Commission of the stock item 94 market supervision. Modification of the law 24/1988, of 28 July, the stock market.

Law 24/1988, of 28 July, the stock market, is hereby amended as follows: one. Amending article 12 bis.1, with the following wording: «1. declared the contest of an entity responsible for the keeping of the register of values represented by annotations into account or a participating entity in the registration system, holders of securities listed in these records shall have the right of separation with respect to the securities listed in its favour and may exercise it requesting his transfer to another entity» (, todo ello sin perjuicio de lo dispuesto en los artículos 44 bis.9 y 70 ter.2.f) of this law.»

Two. A new second paragraph is introduced in article 14.7 from the existing second paragraph to be the third: 'The National Commission of the market of stock shall decide about the opportunity to call for processes of personnel selection to fill the vacancies of the staff approved in the budget of exploitation and the institution's capital, leaving these exempted processes of public employment offer.'

3. A new wording is given to article 15, in the following terms: 'article 15.

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

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

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

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

Four. A new wording is given to article 31.6, in the following terms:
«6 participation, direct or indirect, in the capital of companies that manage Spanish official secondary markets will be subject to the regime of significant shareholdings of article 69 of this law for investment services companies, on terms to be determined by regulation, understanding that will have, in any case, such a character any participation scope, either directly or indirectly , at least 1 per cent of the capital or of the voting rights of the company or which, without reaching that percentage, can exercise a significant influence in the society, in the terms to be determined by regulation. Without prejudice to the powers oppose a significant stake in the terms provided for in paragraph 6 of that article 69, the National Commission of the stock market may oppose the acquisition of a significant stake in the capital of those companies when it deems that it is necessary to ensure the proper functioning of the market or to prevent distortions in the same , as well as, in the case of buyers of third States, by not giving a treatment equivalent to Spanish authorities in their country of origin. The National Commission of the stock market shall communicate to the Ministry of economy and competitiveness its opposition to the acquisition of meaningful participation and the reasons on which it is based."

5. Amending the wording of article 31 bis.1, in the following terms: "1. to start its activity the official secondary markets must obtain the authorization of the National Commission of the stock market." The deadline for resolving the authorisation procedure shall be six months from the request or, where appropriate, the information that complete the required documentation, has been entered into the register of the National Commission of the stock market. In the absence of express resolution within that period, the application shall mean rejected. The National Commission of the stock market shall communicate to the Ministry of economy and competitiveness the opening of the procedure of authorization indicating the essential elements of the record to deal with, and the completion thereof, indicating the direction of the resolution adopted by the National Commission of the stock market.

In the case of autonomous markets, such authorization will be granted by the autonomous community with competence in the matter."

6. A new wording is given to article 31 bis.4: «(4. La Comisión Nacional deel Mercado de Valores podrá revocar la autorización concedida a un mercado secundario oficial cuando se dé alguno de estos supuestos: a) market does not make use of the authorisation within 12 months, or expressly renounce it.»

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

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

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

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

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

7. Amending article 31 quater.2, with the following wording: «2. the replacement of governing society of the official secondary market shall be subject to authorization by the National Commission of the stock market. " The period to resolve the procedure shall be three months from the filing of the application or to complete the required documentation. In the absence of express resolution within that period, the application shall mean rejected. The National Commission of the stock market shall communicate to the Ministry of economy and competitiveness the opening of the procedure of authorization indicating the essential elements of the record to deal with, and the completion thereof, indicating the direction of the resolution adopted by the National Commission of the stock market.

In the case of autonomous markets, such authorization will be granted by the autonomous community with competence in the matter."

8. Modifies the wording of point (d)) of article 37.2: «d) services of investment firms and credit institutions authorized in a State which is not a member of the European Union, provided that, in addition to the requirements provided for in title V of this law to operate in Spain, in the authorization given by the authorities of their country of origin is them empowered to execute client orders or to deal on own account. The National Commission of the stock market may refuse or condition of these entities access to Spanish markets for prudential reasons, not be an equivalent to Spanish banks deal in their country of origin, or does not comply with the rules of management and discipline of the Spanish securities markets be secured."

9. 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 Commission of the market of securities, may object to the acquisition or transmission of a significant stake in the capital of the systems when it deems that it is necessary to ensure the proper functioning of the markets or registration systems clearing and settlement values or to prevent distortion in them, as well as for not giving a treatment equivalent to Spanish authorities in the country of origin of the acquirer. The National Commission of the stock market will reasoned notice to the Ministry of economy and competitiveness of this decision.»

10. A new wording is given to article 44 bis.11: «11. The National Commission of the market of stock, following a report from the Bank of Spain, may authorize other financial institutions carrying out some or all of the functions referred to in paragraph 1 of this article. The National Commission of the stock market shall communicate to the Ministry of economy and competitiveness, with quarterly periodicity, the proceedings of approval indicating the essential elements of the record to deal with, and the completion thereof, indicating the direction of the resolution adopted by the National Commission of the stock market.

Such entities shall be subject to the provisions of paragraphs 8 and 9 of this article, and shall fulfil the minimum requirements established by regulation in any case, which will necessarily include the regime of access to the status of participants in systems, minimum equity, honesty and professionalism of managers of the Organization, organizational and operational structure , operational and accounting procedures, establishing measures of limitation and control of risks and access payment systems. Also, it will be of application the same regime of supervision and discipline systems of society, with the specifications according to the rules established.»

Eleven. Amending article 45, as follows: «article 45.

The creation of stock exchanges will correspond to the National Commission of the stock market, in accordance with the provisions of article 31 bis, except in the case of whether stock exchanges located in the territory of the autonomous communities whose statutes of autonomy recognition competition to the effect. In this case, the creation of stock exchanges will correspond to these autonomous communities.»

12. Amending article 66.1, with the following wording: «1. the National Commission of the stock market shall authorize the creation of investment services companies.»

The authorization shall contain the kind of provider of investment concerned, as well as specific investment services and ancillary services that are authorised you from including in the programme of activities referred to in the following paragraph.

The administrative decision shall be reasoned and must be notified within three months of receipt of the request, or at the time that completes the documentation required and, in any case, within six months following receipt of that. When the request is not resolved in the earlier period, may be rejected. The National Commission of the stock market shall communicate to the Ministry of economy and competitiveness, with quarterly periodicity, authorization proceedings stating the essential elements of the record to deal with, and the completion thereof, indicating the direction of the resolution adopted by the National Commission of the stock market.»

13. A new wording is given to the first paragraph of article 67.1, in the following terms: "1. the National Commission of the market of stock may only refuse permission to constitute a company of investment services 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 authorized, shall require prior authorization granted in accordance with the procedure of authorization of new entities and enroll in the records of this Committee, in the form determined by law. «The authorization may be refused if the entity does not meet the provisions of articles 67, 70 and 70 ter, and, in particular, if it considers insufficient administrative and accounting organization of the entity, its human and technical resources, or its internal control procedures.»

15. Amending the wording of article 69.11: «11. When there are grounds to accredited relative to the influence exerted by persons who have a significant stake in a company's investment services may be to the detriment of the sound and prudent management of the same and founded, seriously harming their financial situation, the National Commission of the stock market, adopt any or some of the following measures: a) referred to in letters a) and b) of paragraph 8 , while the suspension of the voting rights may not exceed three years.

(b) in exceptional cases, the revocation of the authorization.

Also it may impose sanctions that apply as provided in title VIII.

The National Commission of the stock market will reasoned notice to the Ministry of economy and competitiveness of this decision.»

Sixteen. Amending the first paragraph of article 70 quater.1, with the following wording: «(1. De conformidad con lo dispuesto en la letra d), paragraph 2, article 70 ter, firms that provide investment services should be organised and take measures to detect potential conflicts of interest between clients and the company or its group, including its directors, employees» agents or people linked to it, directly or indirectly, by a relationship of control; or between the different interests of two or more of its customers, to each of which the company keep obligations.'

Seventeen. Amending the drafting the sixth paragraph of article 71 bis.2, in the following terms: «(Asimismo, la Comisión Nacional deel Mercado de Valores asumirá el control de la obligación establecida en la letra e) of paragraph 2 of article 70 ter in registering the operations carried out by the branch, without prejudice to the competent authority of the home State may have direct access to that record. "

Eighteen. A new wording is given the letter f) Article 73, in the following terms: «f) (serious and systematic breach of the obligations laid down in the letter to) (of the paragraph 1 of article 70 and the letters c)(, e) and f) of paragraph 2 of article 70 ter of this law.»

Nineteen. A new wording is given to article 74.1: «1. The revocation of the authorization shall be subject to the common procedure provided for in Title VI of the law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure, corresponding processing and resolution to the National Commission of the stock market.

The National Commission of the stock market shall communicate to the Ministry of economy and competitiveness the revocation of the authorization."

20. Amending the wording of the first paragraph of article 74.4: «4. The National Commission of the stock market may agree that the revocation involves the forced dissolution of the entity. In these cases, the market of values and the governing bodies of secondary markets official, or at the request of the National Commission, if affected members of the market may, in the interests of the protection of investors and the operating regular securities markets, to agree the measures precautionary that they deem relevant, and in particular «:» Twenty-first. A new wording is given to the chapeau of paragraph 1 of article 84: '1. «The following persons and entities, in what refers to the enforcement of this law and its regulations development, as well as the rules of European Union law containing provisions specifically referred to them:» twenty-two. The letter is changed to) of the article 85.1, with the following wording: «a) directly, without prejudice to the right to seek the collaboration of third parties under the terms laid down in paragraph 9;»

Twenty-three. The letter i is modified) of the article 85.2, with the following wording: «i) adopt any type of measure to ensure that persons and entities subject to its supervision comply with law and applicable regulations, or the requirements of rectification or correction made, and may require such persons and entities, isolated or collectively and to this end, the contribution of independent expert reports» Auditors or its organs of internal governance or compliance;"

Twenty-four. It incorporates a new letter n) in article 85.2, with the following wording: «n), through its employees, to collect information on the extent of compliance with the rules that affect securities markets by the supervised entities, without disclosing those its status as staff of the National Commission of the stock market and, in particular, with regard to the way in which financial products are being marketed» «, as well as on the good or bad practices that such entities could be carried out.»

Twenty-five. Add a new paragraph 9 in article 85, with the following wording: «9. for the better exercise of supervision which has legally assigned functions, the National Commission of the stock market may, if necessary, properly motivated, use the background resulting from the collaboration which in effect required of Auditors Auditors, consultants, or other independent experts» who must comply, in any case, rules and instructions as shall be determined by the Agency.

In particular, the National Commission of the stock market, to assess the degree of compliance with regulations that affect securities markets by the supervised entities and, in particular, about the practices of marketing of financial instruments, may request the collaboration of experts through issuing reports. For the preparation of these reports, experts designated as well as employees may act anonymously, without revealing his performance on behalf of the National Commission of the stock market.

The performance contract of collaboration with the National Commission of the stock market in accordance with the provisions of this paragraph does not imply in any case the exercise of administrative powers.»

Twenty-six. A new wording is given to article 97.1, in the following terms: «(1. La competencia para la incoación, instrucción y sanción en los procedimientos sancionadores a que se refiere este capítulo se ajustará a las siguientes reglas: a) initiation and instruction files will correspond to the National Commission of the stock market. " The initiation of records, where it affects investment services firms authorised in another Member State of the European Union, will be communicated to their supervisory authorities, so that, without prejudice to the measures precautionary and sanctions that it is obtained pursuant to this Act, adopt that deem appropriate so cease the offending action or to avoid their repetition in the future.

(b) the imposition of penalties for minor, serious and very serious offences corresponds to the National Commission of the stock market. The National Commission of the stock market will reasoned notice to the Minister of economy and competitiveness of the imposition of penalties for very serious offences and, in any case, forward you with quarterly General information about processing procedures and the resolutions adopted.

Where the infringing entity is a Spanish credit institution or a branch of a credit institution of a State which is not a member of the European Union, it will be mandatory for the imposition of the corresponding penalty for serious or very serious offences, the Bank of Spain report.»

Twenty-seven. A new paragraph 5 is added to article 98, with the following wording: in the organic law 15/1999» , of 13 December, of protection of data of a Personal nature, except in what refers to the name of the offenders. Publication will be decided after weighting, sufficiently reasoned, between the public interest, according to the beneficial effects which, together, build on the best transparency and functioning of the securities markets and the protection of investors, and the prejudice caused to the offenders."

Twenty-eight. It introduces a new letter z) decies in article 99 with the following wording: «z) decies the breach of the obligations contained in article 5 bis of the Regulation (EC) No. 1060 / 2009 of the European Parliament and of the Council of 16 September 2009 on the credit rating agencies, with not merely occasional or isolated character.»
Twenty-nine. Is introduced a new letter z) g in article 100 with the following wording: «(z octies) failure to comply with the obligations contained in article 5 of Regulation (EC) No. 1060 / 2009, when do not constitute a very serious breach. "

Thirty. Gets a new letter c) in article 101.2, with the following wording: «c) breach of the obligation contained in article 8 d of Regulation (EC) No. 1060 / 2009, of note, where applicable, the non-designation of at least one rating agency credit with a bottom 10 per cent of the total market share.»

First additional provision. Taxation of financial credit establishments.

Credit financial establishments will have, for tax purposes, treatment which applies to credit institutions.

Second additional provision. Recognition of financial establishments of credit within 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 investment firms, and by which modifies Regulation (EU) No. 648/2012.

1 a effects of provisions of article 81.1. to) .ii) Regulation (EU) No. 575/2013, be understood that financial credit establishments are subject to the solvency rules companies.

2. for the purposes of the provisions of item 119.5 of Regulation (EU) No. 575/2013, means that financial credit establishments are subject to prudential requirements that are comparable in terms of solidity to those applied to credit institutions.

Third additional provision. Reduction of tariffs.

Shall be reduced by 50 per cent the notarial fees corresponding to any acts that take place in relation to transfers and emissions carried out under cover of the provisions of titles III and IV of this Act.

Fourth additional provision. Transmission of mortgage certificates.

1. the entities referred to in article 2 of law 2/1981 of 25 March, regulation of the mortgage market, can participate to third parties in all or part of one or more loans or mortgage loans in its portfolio, although these loans or credits do not meet the requirements laid down in section 2 of the Act. These values are referred to as «transmission of mortgage certificates».

Branches in Spain of credit institutions authorised in another Member State of the European Union may involve third-party loans and loans secured by mortgage on immovable property situated in Spain granted by them through the issuance of certificates of transmission of mortgage, in the terms established in the additional provision.

2. the certificates may be issued exclusively for placement between qualified investors.

3. do not you can to involve third parties through certificates of transmission of mortgage loans and mortgages that are eligible according to article 3 of the Royal Decree 716/2009, of 24 April.

4. do not you can to involve third parties through certificates of transmission of mortgage loans and mortgage loans secured by properties located in other countries of the European Union regulated in article 6 of the Royal Decree 716/2009, of 24 April.

5 may not be participating third parties using certificates of transmission of mortgage loans and mortgages contained in article 12.1. to), c), d) and f) of Royal Decree 716/2009, of 24 April.

6. in any case the mortgagor by the transmission of mortgage certificates emission may be harmed.

7. to these certificates will you apply standards that are established in law 2/1981 of 25 March, regulation of the mortgage market for mortgage investments.

Fifth additional provision. Regime applicable to emission of obligations made by companies other than the companies of capital, associations or other legal entities.

1. the total amount of emissions obligations will be maximum paid-up capital, if it's different societies of capital societies, or the number of valuation of assets in the case of partnerships or other legal entities.

In the cases that the emission is guaranteed with a mortgage, with pledge of securities, publicly guaranteed or solidarity endorsement of entity credit shall not apply the limitation established in the preceding paragraph.

In the event that the emission is guaranteed solidario endorsement of reciprocal guarantee society, limit and other conditions of the guarantee will be determined by the capacity of society guarantee at the time of lending it, in accordance with their specific regulations.

2. in matters not provided for in this provision, it will be of supplementary application, with the modifications that are necessary, the title XI of the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010 of 2 July.

Sixth additional provision. Improvement of protection to customers of financial services.

Within six months, the Government will be the legislative amendments necessary to improve the current institutional system of protection to the customer and enhance the effectiveness of current public services claims, customer advocates and customer services. In this context, assess the desirability of promoting the unification of the claims services currently dispersed between the Bank of Spain, the CNMV and the General Directorate of insurance and pension funds.

First transitional provision. Procedures of authorization of creation of ongoing reciprocal guarantee companies.

Promoters of records from creation of reciprocal guarantee companies that are pending approval to the date of entry into force of this law, within three months will have to adapt their applications, when appropriate, to the requirements to the members of the Board of Directors, Directors General or similar and other employees in the field of commercial and professional honesty, knowledge and experience appropriate to exercise its functions and his willingness to exercise an appropriate governance of the entity. The referred deadline shall stay the proceedings in accordance with the provisions of article 42.5 of the law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure. Within this period without having proceeded to the aforementioned adaptation, means that they give up their requests and will proceed to the refund of deposits constituted for that purpose.

Second transitional provision. Adaptation to the new rules for reciprocal guarantee companies.

1. the reciprocal guarantee companies will have within nine months from the entry into force of this law for the establishment of units and adequate internal procedures to carry out the selection and continuous evaluation of the members of its Board of Directors, Directors General or assimilated, and responsible for the functions of internal control and of people who in other key positions for the daily development of the activity Bank in accordance with the provisions of this law. Within that period they must also notify the Bank of Spain the existence and configuration of the same essential elements.

2. the reciprocal guarantee companies shall have a period of nine months from the entry into force of this law for the replacement of Directors, Directors General or similar and other employees that do not concur the required commercial and professional reputation, do not possess appropriate knowledge and experience to perform their duties or, in the case of the directors are not able to exercise good governance of the entity.

Third transitional provision. Transformation of financial establishments of credit in hybrid payment or e-money institutions.

1 financial establishments of credit that came by performing one or more of the payment services defined in article 1 of the law 16/2009, of 13 November, to the entry into force of this law shall run, within the period of six months, all the necessary adjustments to its adaptation to the regime of payment institutions hybrid without administrative authorisation. However, within the aforementioned period must communicate and prove its adaptation to the Bank of Spain. The Bank of Spain may require the additional information needed to check compliance with the requirements to be hybrid payment institution and within three months since you received the communication or from the complete documentation, once they appear properly accredited referral requirements, proceed to the setting of the registration of the entity in corresponding records specifying its hybrid character.
After previous deadlines without the entity has communicated and accredited to the Bank of Spain its hybrid status of payment or without the Bank of Spain has granted the registration setting, void the authorization of the financial establishment of credit for the provision of the law 16/2009 payment services , 13 November. In any case, when the Bank of Spain does not consider accredited requirements to the entity to be considered hybrid payment institution and not appropriate therefore to the setting of the registration you must solve expresses and accordingly in accordance with the provisions of articles 54 and 89 of law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure.

2 financial establishments of credit that came issuing electronic money under the terms established by law 21/2011, on 26 July, the entry into force of this law shall run, within the period of six months, all the necessary adjustments to its adaptation to the regime for electronic money institutions hybrid without administrative authorisation. However, within the aforementioned period must communicate and prove its adaptation to the Bank of Spain. The Bank of Spain may require the additional information needed to check compliance with the requirements to electronic money institutions hybrid and within three months since you received the communication or from the complete documentation, once they appear properly accredited referral requirements, proceed to the setting of the registration of the entity in corresponding records specifying its hybrid character.

After previous deadlines without the entity has communicated and accredited to the Bank of Spain electronic money institution as hybrid or without the Bank of Spain has granted the registration setting, void the authorization of the financial establishment of credit for the issuance of electronic money in the terms established by the law 21/2011 , 26 July. In any case, when the Bank of Spain does not consider accredited requirements the entity to be considered hybrid electronic money institution and therefore appropriate to the setting of the registration you must solve expresses and accordingly in accordance with articles 54 and 89 of law 30/1992, of 26 November Legal regime of public administrations and common administrative procedure.

Fourth transitional provision. Authorisation procedures in course of financial credit establishments.

1. for the purposes only of the provisions of article 9 of this law, administrative authorization procedures of financial establishments of credit had begun, at the date of entry into force of this law shall be governed by the procedural regulations in force prior to the aforementioned entry into force until its completion.

2. for the purposes only of the provisions of the paragraph 11 of article 94 of this law, the administrative procedures of authorization of service companies and investment approval of amendment of its articles of Association, transformation, merger, Division and segregation of a branch of activity as well as other social modification operations that are carried out by a firm of investment services or leading to the creation of an investment services company , and which had already started to the date of entry into force of this law, shall be governed by the procedural regulations in force prior to the aforementioned entry into force until its completion.

3. for the purposes only of the provisions of paragraph 25 of article 94 of this law, the proceedings referred to in the paragraph which had begun at the date of entry into force of this law, shall be governed by the procedural regulations in force prior to the aforementioned entry into force until its completion.

Fifth transitional provision. Accounting information to be submitted by the financial institutions of credit.

Without prejudice to the provisions of article 12 of this law, until executes specific regulatory development for accounting information, the regime of credit institutions shall apply to effect.

Sixth transitional provision. Adaptation to the new rules for management companies of securitisation funds.

The management companies of securitisation funds will benefit from within nine months from the entry into force of this Act for its adaptation to the changes introduced by the same. Still, will have a period of eighteen months to adapt to the requirements of capital and own resources laid down in article 29.1. d) of this Act.

Seventh transitional provision. Transitional regime of securitisation funds.

1 mortgage securitisation funds and the asset securitisation funds which had been prior to the entry into force of this law will continue to govern until its extinction by provisions resulting them applicable at the time of its Constitution, with the exception of the transparency rules of articles 34 and 36, which shall be immediately applicable on the entry into force of this law and article 35, which shall apply annual reports and quarterly reports published after 12 months from the entry into force of this law.

2. Likewise, mortgage securitisation funds and the asset securitisation funds which are in process of approval and registration by the National Commission of the stock market and constitute the two months following the entry into force of this law may follow, until its extinction, the provisions applicable prior to the entry into force. However, the rules of transparency in articles 34 and 36 shall be immediately applicable on the entry into force of this law and article 35 shall apply to annual reports and quarterly reports that are published within twelve months after the entry into force of this law.

Eighth transitory provision. Transitional regime of the securitization of future claims.

Until the determination, by circular of the National Commission of the stock market, of the claims susceptible of joining a securitisation Fund, futures shall continue in force the order EHA/3536/2005, of November 10, determination of claims future capable of incorporation into funds of securitization of assets and habilitation to the National Commission of the stock market to dictate specific rules in the field of accounting and information obligations applicable to the funds of the securitization of assets and their management companies.

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

The period of six months referred to in article 32.Dos.3 of the law 24/1988, of 28 July, the stock market, will begin to compute at the time of the entry into force of this law.

Tenth transitional provision. Emission of obligations in accordance with the law 211/1964, December 24, on regulation of the issuance of obligations by companies which have failed to form corporations, partnerships or other legal entities and the Constitution of the Union of debenture holders.

Obligations had been issued pursuant to law 211/1964, of December 24, will continue to be governed to extinction by the provisions of the Act.

Eleventh transitional provision. Previous pursuit of the activity of participatory financing platforms.

1. persons or entities which, at the entry into force of this law, were exercising the activity of participatory financing platforms, must adapt to this law and ask for their permission in accordance with article 53, in the period of six months from its entry into force.

2 after 15 months from the entry into force of this law, and insofar as they had not been registered, these participatory financing platforms may not perform new operations, although Yes conclude that were pending at the time of entry into force of this law.

3. for the purposes of the calculation of the financial requirements set forth in article 56, it will only take into account the amount of projects that had been published on the platform after the entry into force of this law.

(4. the obligation provided for in article 91st) will be payable from the accounts for the year in which participatory financing platform had been registered in the corresponding register of the National Commission of the stock market.

Repealing provision.

All provisions of equal or lower rank who are opposed to this law and, in particular, the following are hereby repealed: to) the law 211/1964, 24 December, on regulation of the issuance by companies which have not adopted the form of anonymous, associations or other legal entities, and the Constitution of the Union of debenture holders, without prejudice to the provisions of the tenth transitional provision.
(b) articles 5, 6 and 7 of law 19/1992 of 7 July, on regime of societies and on mortgage securitisation funds and real estate investment funds, except for funds from mortgage securitisation had made prior to the adoption of this law.

(c) article 16 of the Royal Decree-Law 3/1993, of urgency on matters budgetary, tax, financial, and employment.

(d) the first additional provision and paragraphs 2 to 5 of the fifth additional provision of Act 3/1994, of April 14, adaptation of the Spanish legislation on credit institutions to the second banking coordination directive, and introducing other amendments relating to the financial system.

(e) Article 97 of law 62/2003, of 30 December, measures fiscal, administrative and Social order.

(f) article 27 of the Royal Decree-Law 6/2010 April 9, measures to boost economic recovery and employment.

(g) articles 402, 408, and 410 of the revised text of the companies act of Capital, approved by Royal Legislative Decree 1/2010, of 2 July.

h) Royal Decree 926/1998, of 14 may, which regulates the titling of assets and the management companies of securitisation funds funds.

First final provision. Modification of law 22/2003 of 9 July, bankruptcy.

The second additional provision, amending paragraph 2, point (d)), law 22/2003, of July 9, bankruptcy, giving it the following wording: «d) article 16.4 and the fourth additional provision, point 7, of law 5/2015 business funding-building.»

Second final provision. Modification of law 44/2002 of 22 November, measures of reform of the financial system.

Amending the first paragraph of article 60 of law 44/2002 of 22 November, of financial system reform measures, which is drawn up in the following terms: «the first. «Declarants, for the purposes of this Act, shall be regarded as entities as follows: the Bank of Spain, of credit institutions Spanish, branches in Spain of foreign credit institutions, the deposit guarantee fund, societies of mutual guarantee and rebonding, financial institutions and other entities to be determined by the Ministry of economy and competitiveness on the proposal of the Bank of Spain credit.»

Third final provision. Modification of law 35/2003 of 4 November, collective investment institutions.

Law 35/2003, 4 November, collective investment institutions, is hereby amended as follows: one. A new wording is given to the chapeau of paragraph 1 of article 69, with the following wording: «1. remain subjects under full supervision, inspection, and enactment of this law, in what refers to the enforcement of this law and its regulations development, as well as the rules of European Union law containing provisions specifically relating to the same» «:» Two. It introduces a new letter z) g in article 80, with the following wording: «z) g failure to comply with the obligations contained in article 5 bis of the Regulation (EC) No. 1060 / 2009 of the European Parliament and of the Council of 16 September 2009 on the credit rating agencies, with not merely occasional or isolated character.»

3. Is introduced a new letter z) sexies in article 81, with the following wording: «z) sexies breach of the obligations contained in article 5 bis of the Regulation (EC) No. 1060 / 2009, when do not constitute a very serious breach. "

Fourth final provision. Modification of law 26/2006, of July 17th, mediation of insurance and private reinsurance.

Amending article 25 of law 26/2006, of July 17, mediation of insurance and private reinsurance, which is worded as follows: «article 25. Exercise of the activity of insurance agent as operator of bancassurance.

1 shall be regarded as bancassurance operators of credit institutions, financial credit establishments and companies controlled or owned by them in accordance with article 28 of this law, by the conclusion of a contract of agency with one or more insurance companies insurance and registration in the special administrative register of mediators of insurance broker of reinsurance and its senior officials, conducted the activity of insurance mediation as insurance agent using their distribution networks. The credit institution or the financial establishment of credit may only make available to a single operator of bancassurance distribution network.

When the mediation of insurance activity is carried out through a company controlled or wholly owned by the credit institution or the financial establishment of credit or group of credit or financial institutions of credit entities, relations with the company shall be governed by a contract for the provision of services consisting in the transfer of the distribution network of each of these credit institutions or financial institutions of credit to the operator of bancassurance for mediation of insurance products. In the contract the banks or financial institutions of credit must assume the obligation of adequate training of persons that are part of the network and directly involved in the mediation of insurance for the exercise of their functions.

For the purposes of this law means the entity of credit and financial settlement distribution network credit across all its organizational structure of personal media, operating offices and agents, in accordance with its rules of creation and legal regime. Once assigned to an operator of bancassurance, the network of the entity of credit or financial establishment of credit may not be fragmented so that part of it participates in the mediation of insurance as another operator of bancassurance network or as an external Assistant of another mediator of insurance.

The operator of bancassurance in the exercise of the activity of insurance mediation shall submit to the general scheme of insurance brokers which is regulated in subsection 1 and shall conform to regulated, respectively, in subsection 2 or subsection 3 of this section 2, as it pursues as exclusive bancassurance operator or as the operator of linked bancassurance.

2 to be registered as the operator of bancassurance in the special administrative register of mediators of insurance brokers of insurance and its senior officials, will be necessary, moreover, to meet the following requirements: to) be a credit institution or financial credit establishment; (in this case, will not apply the provisions of article 21.3. to) of this law. It may also be commercial company controlled or owned by credit institutions or financial institutions of credit; in this case, the purpose shall provide for the realization of the activity of insurance agent private bancassurance exclusive or linked operator.

(b) must be designated a steering mechanism responsible for insurance mediation and, at least, half of the people who compose it, and, in any case, the persons engaged in the technical direction or assimilated position, must prove to have passed a course of training or proof of competency in financial matters and private insurance who meet the requirements established by resolution of the General Directorate of insurance and pension funds.

Also, anyone else directly involved in the mediation of insurance must demonstrate the knowledge and skills necessary for the exercise of their work.

(c) training programme which the credit institutions or financial institutions of credit be given to persons as part of its distribution network and directly involved in the mediation of insurance.

For this purpose, the General Directorate of insurance and pension funds will establish general guidelines and basic principles that will fulfill these programmes of training in terms of their content, organization and execution.

((d) when exercising as the operator of linked bancassurance, memory referred to in article 21.3. d) of this Act shall indicate, in addition, network or the networks of institutions of credit or financial institutions of credit through which the operator of bancassurance mediate insurance.

3 the expression "exclusive bancassurance operator" shall appear prominently. in documentation and commercial advertising of the private operators of bancassurance insurance mediation activity or, where appropriate, the "bancassurance linked operator". Similarly, they shall set forth the circumstance of being entered in the register provided for in article 52 of this law.

In advertising that linked bancassurance operator performing general or through telematic means, in addition, you need to mention the insurance entities that have concluded a contract of insurance agency.

4. the distribution networks of institutions of credit or financial institutions of credit involved in the mediation of insurance not practise simultaneously as auxiliary of other mediators of insurance.»
Fifth final provision. Modification of law 12/2012, of 26 December, urgent measures of liberalization of trade and certain services.

Law 12/2012, of 26 December, urgent measures of liberalization of trade and services, is hereby amended as follows: one. Introduces a new title III, which is drawn up in the following way: «title III penalties for breach of the measures for the home and office of commercial activity and certain services article 16. Scope of application.

1. this title aims to offences offences and penalties arising from failure to comply with the obligations contained in title I of this Act.

2. not be imposed any sanctions for infringements of the provisions of this law but under procedure instructed in accordance with the rules laid down in this title. Everything that is not provided for in this law, shall apply the provisions of law 30/1992, of November 26, the legal regime of public administrations and common administrative procedure, and the regulation of the procedure for the exercise of the authority sanctioning power, approved by Royal Decree 1398 / 1993, of 4 August.

Article 17. General provisions.

1. under the terms of article 5 of this law, the competent local authorities shall verify compliance with the provisions of title I, for which purpose may develop precise inspection actions in relevant commercial establishments and for the provision of certain services and activities.

2. without prejudice to responsibilities civil, criminal or other that can attend, public administrations will, by a reasoned decision, sanctioned breaches committed prior instruction appropriate record and in accordance with the provisions of title IX of the law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure and its implementing rules.

3. who, within the framework of an inspector performance, are aware of the possible Commission of acts constituting of crime or failure shall put it to the attention of the competent authority. In addition, persons and entities of any legal nature covered by or have its legal obligation of information or documentation which could contribute to the clarification of the Commission of offences or to the determination of the scope or seriousness of the same, will collaborate with person performing the activities of verification of the requirements of the declarants.

4. the instruction of criminal proceedings before the courts of Justice shall suspend the processing of the sanctioning administrative proceedings which had been instituted by the same facts and, where appropriate, the effectiveness of the sanction resolutions.

5. the sanctioning jurisdiction will correspond to local entities, in the scope of their powers, without prejudice that the autonomous communities in their specific rules make some other provision.

Article 18. Responsible.

1. for the purposes of this standard, shall be considered responsible for the infringement who are obliged to introduce responsible declaration or prior notice and conduct by action or omission acts constituting offences which are listed in the following items.

2. before a same violation and if there is a plurality of obliged to present the responsible declaration or advance notice, these will respond jointly and severally.

Article 19. Typicity.

1. only constitute administrative offences, to the effects of the provisions of this law, actions and omissions classified as minor, serious or very serious infringements in this standard.

2. by the Committee on administrative offences aforesaid, shall impose sanctions regulated in this law.

Article 20. Minor offences.

They shall be regarded as minor offences: a) inaccuracy, misrepresentation or omission, non-essential in any data, or demonstration character contained in the responsible declaration or prior notice to that referred to in this law.

(b) the lack of advance notice for change of ownership in commercial activities and services referred to in this law.

Article 21. Grave breaches.

They shall be regarded as serious offences: a) the onset or development of commercial activities and services concerning this law without the presentation of the corresponding responsible declaration or prior notice, except that the corresponding legislation has expressly authorized to introduce the responsible statement or notice within a period subsequent to the initiation or development of commercial activities and services.

(b) the inaccuracy, misrepresentation or omission of essential character, in any data, or expression contained in the responsible declaration or prior notice to that referred to in this law. It will be considered essential, in any case, the information concerning the ownership of the activity, the nature of the obligation, the fulfilment of the obligations concerning the adoption of measures of security in the exercise of the activity, including those relating to the protection of the environment and those obligations that affect the health of consumers and users.

(c) not be in possession of documentation or project to which refers the responsible declaration or advance notice, or falsehood, inaccuracy or omissions in the content thereof.

(d) the lack of signing by qualified technician of the projects referred to in article 4.3.

(e) the obstruction of the exercise of inspection functions of the competent authority.

Article 22. Very serious offences.

Shall be regarded as very serious offences the reiteration or repetition of a serious infringement, in the terms set out in article 24.

Article 23. Permanent violations.

For the cases referred to in the lyrics to), b), c) of article 21 of this law, shall be regarded as permanent violations those constituted by a single illicit that stays on weather and susceptible to disruption by the will of the offender.

Article 24. Re-offending and recidivism.

1 means that there is repetition when it committed a new offence of the same nature, within a period of one year after the previous, while mediate firm administrative resolution.

2. the recidivism will occur by Commission at the end of a year of more than one violation of the same nature, already sanctioned previously, when you have thus been declared by firm administrative resolution.

Article 25. Provisional measures.

In the terms and with the effects provided for in article 72 of the law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure, the competent authority may adopt provisional measures which it considers necessary to ensure the effectiveness of the resolution which might fall, the demands of the general interest , the good end of the proceedings or prevent the maintenance of the effects of the infringement.

Article 26. Prescription of infringements.

1. very serious infringements barred the three years, the bass at the age of two, and the mild year.

2. the period of limitation of the offences provided for in the preceding articles will start counting from the date in which the infringement was committed.

3. as regards permanent infractions, the limitation period shall be calculated from the date of completion of the infringing activity.

4. the initiation of the disciplinary procedure with knowledge of the person concerned, be interrupted the prescription, resuming the limitation period if disciplinary record were stalled over one month for reasons not imputable to the suspect or offender.

Article 27. Kinds of sanctions.

1. the infringements in this area will be sanctioned by the imposition of pecuniary penalties, and where appropriate, non-pecuniary sanctions. These two types of sanction shall be compatible among themselves and be imposed simultaneously in the case of serious and very serious offences, in view of the nature of the offence.

2. the fines consist of a fine, fixed in accordance with the provisions of article 29.

3 non-pecuniary sanctions, which may impose in the event of serious or very serious offences, may consist in: to) Suspension with definitive or temporary nature of business activity and the corresponding closing of the settlement agreement. The closure agreement shall determine the follow-up to its full effectiveness.

(b) disqualification for a maximum period of three years to open a trade, develop a commercial activity, receive subsidies or benefit from tax incentives.

(c) compensation for all costs that has generated the intervention on account of the offender.

(d) confiscation of the goods and/or sealing of the facilities that do not meet the responsible declaration or advance notice.

(e) obligation of restitution of the State of affairs to the situation prior to the Commission of the offence.

Article 28. Graduation of sanctions.
In the imposition of sanctions the proper match between the gravity of the fact constitutive of the infringement and the applied sanction, should save for what will attend the following criteria for graduation from the sanction: to) gravity of the damage caused and impossible to repair.

(b) the amount of the benefit obtained.

(c) period of time during which the infringement was committed.

(d) existence or degree of intentionality.

(e) existence of re-offending or recidivism than the year.

In any case, the amount of the pecuniary sanction imposed must be, as a minimum, equivalent to the estimation of the economic benefit obtained with infringement more incurred damages, without prejudice to the non-pecuniary sanctions coming.

Article 29. Amount of the sanctions.

1. very serious violations will be sanctioned with fine of 60.001 euros to 1,000,000 euros.

2. serious violations will be sanctioned with fines from 3.001 EUR 60,000 euros.

3. the minor infractions will be sanctioned with fines of up to 3,000 euros.

Article 30. Expiration of the procedure.

The deadline to resolve will be 6 months from the commencement of the disciplinary procedure. Expiry of this period and provided that not the causes of suspension provided for in article 42.5 of the law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure, there will be the revocation of the procedure.

Article 31. Prescription of sanctions.

1. very serious sanctions shall be extinguished after the three years, the major two years and the minor at six months.

2. the period of limitation of the sanctions provided for in the preceding articles will start counting from the day following that which you purchase firmness the resolution by which the sanction is imposed.

3 interrupt prescription initiation, with knowledge of the person concerned, of the procedure of execution, resuming the limitation period if enforcement is paralyzed more than one month for reasons not imputable to the offender."

Two. Modifies the eleventh final disposal, which is worded in the following way: «eleventh final disposition. Basic character and competence title.

Titles I and III of this law have basic character, with the exception of the provisions in article 27 paragraph 3, with regard to the non-pecuniary sanctions, and in article 29, the amounts of the penalties. These titles are issued under cover of provisions in rules 1st, 13th and 18th in article 149.1 of the Spanish Constitution, which attribute to the State the exclusive jurisdiction over the regulation of the basic conditions that guarantee the equality of all Spaniards in the exercise of rights and in the fulfilment of the constitutional duties, the establishment of the bases and the coordination of economic activity as well as the establishment of the foundations of the legal regime of public administrations.

Without limiting the foregoing and respecting the basic character of general application of articles 20, 21 and 22, the autonomous communities in the exercise of its own powers, may expand table of offences and sanctions provided for in this Act, defining the corresponding limitation periods that apply them.

«The title II is issued on the basis of the rules 4th and 10th in article 149.1 of the Spanish Constitution, which attribute to the State the exclusive competence in matters of defence and foreign trade, respectively.»

3. Modifies the thirteenth final disposal, which is worded in the following way: «13th final disposition. Update of the amount of the sanctions.

The Government may, by Royal Decree, periodically update the amount of pecuniary sanctions."

Sixth final provision. Modification of law 22/2014, November 12, by which regulate venture capital entities, other collective investment of closed type and the management companies of collective investment of closed-type institutions, and by amending the law 35/2003, 4 November, collective investment institutions.

Law 22/2014, from 12 November, by which regulate venture capital entities, other collective investment of closed type and the management companies of collective investment of closed-type institutions, and by amending the law 35/2003, 4 November, collective investment institutions, is hereby amended as follows: one. Is given a new wording to the chapeau of article 85, with the following wording: «are subject to the regime of supervision, inspection, and enactment of this law, in charge of the National Commission of the stock market, in what refers to compliance with this Act and its regulations of development, as well as the rules of law of the European Union containing specifically referred to the same precepts «:» Two. It introduces a new letter z bis) in article 93, with the following wording: «(z bis) failure to comply with the obligations contained in article 5 bis of the Regulation (EC) No. 1060 / 2009 of the European Parliament and of the Council of 16 September 2009 on credit rating, not merely occasional or isolated character agencies.»

3. Gets a new letter z) section 94, with the following wording: «z) non-compliance with the obligations contained in article 5 bis of the Regulation (EC) No. 1060 / 2009, when do not constitute a very serious breach. "

Seventh final disposition. Modification of law 27/2014 November 27, from corporate income tax.

Amending the law 27/2014, of 27 November, of the tax in the following terms: one. The letter h is changed) of paragraph 1 of article 7, which is worded in the following way: «h) securitisation funds, regulated in the promotion of business financing Act 5/2015.»

Two. Repealing the letter i) of paragraph 1 of article 7, passing the remaining letters j), k) and l) was renamed i), j) and k), respectively.

Disposal the eighth. Modification of law 41/2007, of December 7, the amendment of the law 2/1981, dated March 25, regulation of the mortgage market and other rules of the mortgage and financial system, regulation of reverse mortgages and dependency insurance and is establishing certain standard tax.

Paragraph 2 of the first additional provision of law 41/2007, of December 7, the amendment of the law 2/1981, dated March 25, regulation of the mortgage market and other rules of the mortgage and financial system, regulation of reverse mortgages and dependency insurance and establishing specific tax rule is drawn up in the following way : «2. mortgages referred to in this provision only may be granted by credit institutions, financial establishments of credit and insurance institutions authorised to operate in Spain, without prejudice to the limits, requirements or conditions imposed by the sectoral regulations to the insurance companies.»

Ninth final disposition. Modification of the law 16/2014, of 30 September, which regulates the rates of the National Commission of the stock market.

Law 16/2014, of 30 September, which regulates the rates of the National Commission of the stock market, is hereby amended as follows: one. Amending article 39, which is worded as follows: «article 39. Made taxable.

Constitutes the taxable rate examination by the CNMV of the necessary documentation to: to) the authorization of service companies of investment (ESI), management companies for collective investment institutions (SGIIC), management companies of institutions of the closed type (SGEIC) and management companies titulización (SGFT) funds, as well as the modification of its statutes and its program activities and corporate operations that affect them.

(b) the statement of no opposition to the acquisition of significant shareholdings and control of ESI, SGIIC and SGFT.

(c) the authorization to ESI, SGIIC and SGEIC to serve with or without branch in a non-Member State of the European Union.

(d) creating or taking of participation by ESI, SGIIC and SGEIC or their groups, ESI, SGIIC or foreign SGEIC domiciled in a non-Member State of the European Union.
(e) authorization to 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 legal, regulatory and administrative provisions on certain bodies for collective investment in transferable securities securities or unauthorized under cover of the directive 2011/61/EU of the European Parliament and of the Council , June 8, 2011, relative to the alternative investment fund managers and by which amending directives 2003/41/EC, and 2009/65/EC and regulations (EC) No. 1060 / 2009 and (EU) No. 1095 / 2010, for the provision in Spain of services by branch or of free provision of services and the modification of its programme of activities. In accordance with the provisions of law 19/1992 of 7 July, about regime of companies and real estate investment funds and mortgage securitisation funds; the law 24/1988, of July 28, the stock market; Law 35/2003, 4 November, collective investment institutions; Law 22/2014, from 12 November, by which regulate venture capital entities, other collective investment of closed type and the management companies of collective investment of closed-type institutions, and by amending the law 35/2003, 4 November, collective investment institutions; and in the development of these provisions."

Two. Amending paragraph 1 of article 41, which is worded as follows: ' 1. rate 4.1.» Fee for consideration of the documentation necessary for the authorisation or declaration of non-opposition and other acts related to the following entities: to) ESI except of securities (AV), which requested permission only for the reception and transmission of orders, without holding money or instruments of their customers, provide advice on investments (restricted area AV) service or not Additionally , management companies of purses (SGC) and financial advice (EAFI) companies.

(b) SGIIC.

(c) SGEIC.

(d) SGFT.

(e) ESI, SGIIC and SGEIC non-Community or not subject to the directive 2009/65/EC, of 13 July or unauthorized under cover of the 2011/61/EU directive, which provide services in Spain by branch or of free provision of services (ESI non-EU, non-EU SGIIC and SGEIC non-EU).

Apply the following fees amount fixed, depending on the type of documentation to examine: flat rate fee - € type of documentation to examine rate 4.1.1 10.000,00 authorization of entities included in the lyrics to) d) previous and corporate operations that affect them.






Authorization for the provision of services in Spain to the entities included in the letter e) above.






Rate 4.1.2 5,000.00 Declaration of no opposition to acquisitions of control in institutions included in the lyrics to), b), d) and e) earlier.






Authorization to the entities included in the lyrics to), b), c) and e) previous or groups, for the creation or the taking of participation in ESI, SGIIC or SGEIC foreign domiciled in a non-Member State of the European Union.






Authorization to the entities included in the lyrics to) c) prior to the delivery of services through a branch office in a non-Member State of the European Union.






Rate 4.1.3 3,000.00 authorization of modification of statutes of the entities included in the lyrics to) d) earlier.






Approval of the modification of the programme of activities of the entities included in the lyrics to) to e) earlier.






Declaration of no opposition for acquisition of significant shareholdings not of control in institutions included in the lyrics to), b), d) and e) earlier.






«(Autorización a las entidades comprendidas en las letras a) c) prior to the delivery of services through the free provision of services in a non-Member State of the European Union.»





3. Amending paragraph 1 of article 44 which is worded as follows: ' 1. is the taxable rate of registration of individuals or entities in the official records of ESI, SGIIC, SGEIC, SGFT, de instituciones de Inversión colectiva (IIC), entities of capital risk (ECR), institutions for collective investment of closed type (EICC), European venture capital funds (FCRE)» , European social entrepreneurship Fund (FESE), IIC, ECR, EICC, FCRE and FESE depository institutions, foreign IIC, ECR, EICC, FCRE and FESE marketed in 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 acts related to the aforementioned persons or entities always and when they must be entered in the corresponding official registers of the CNMV, all this in accordance with the provisions of law 24/1988, of 28 July, the securities market; Law 35/2003, 4 November, collective investment institutions; Law 22/2014, from 12 November, by which regulate venture capital entities, other collective investment of closed type and the management companies of collective investment of closed-type institutions, and by amending the law 35/2003, 4 November, collective investment institutions; Law 19/1992 of July 7, about regime of companies and real estate investment funds and mortgage securitisation funds, and in the development of these provisions."

Four. Amending article 46 which is worded as follows: «article 46. Quotas.

1. rate 4.3. Fee for registration of ESI, SGIIC, SGEIC and SGFT authorized in Spain in the relevant official records the CNMV, as well as acts related with the above-mentioned entities, provided they must be entered in the official registers of the CNMV. Apply the following fees of fixed amount: flat rate fee - € 300,00 4.3 rate registration type registration.






Registration of amendments to statutes, programmes of activities and corporate operations.






Enrollment Counselors, administrators, managers and similar.






Enrollment Counselors, administrators, managers and similar dominant institutions of ESI.






Registration of the entity as responsible for the keeping of the register of annotations to account of issuers of securities.






Registration of delegation agreements.





2. rate 4.4. Fee for 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 entities depository of IIC, ECR, EICC, FCRE and FESE in the CNMV official registers, as well as acts related to the aforementioned entities always and when should be entered in the corresponding official registers of the CNMV. Apply the following fees of fixed amount: flat rate fee - € registration fee 4.4.1 type 5,000.00 registration of branches of ESI, SGIIC or SGEIC authorised in a Member State of the European Union.






Registration of depository institutions of IIC, ECR, EICC, FCRE and FESE.






Registration of the first ESI or SGIIC agent authorised in a Member State of the European Union, resident in Spain.






Rate 4.4.2 300,00 inscription of the second or following from ESI or agents of SGIIC authorised in a Member State of the European Union, domiciled in Spain.






Registration of branch of ESI, SGIIC and non-EU SGEIC.






Registration of changes to information contained in the records of foreign branches of ESI, SGIIC and SGEIC.





3 rate 4.5. Fee for registration of ECR, EICC, FCRE, FESE and IIC, Spanish and foreign marketed in Spain, in the corresponding official records of the CNMV, as well as acts related with the above-mentioned entities, when should be entered in the official registers of the CNMV. Apply the following fees of fixed amount: flat rate fee - € type of registration fee 4.5.1 2.500,00 registration of IIC, ECR, EICC, FCRE and FESE Spanish.






Registration of Spanish operations of merger, spin-off, or other corporate operations of IIC, ECR, EICC, FCRE and FESE.






Registration of IIC not subject to Directive 2009/65/EC.






New target registration concrete profitability in investment funds.






Registration of ECR, EICC, FCRE and FESE foreign, managed by foreign management companies under cover of the 2011/61/EU directive.
Rate 4.5.2 1,000.00 registration of modifications essential brochures and documents key facts for the investor's investment funds not included in the price 4.5.1.






Registration of modifications of brochures of ECR, EICC, FCRE and FESE.






Registration of IIC authorised in another Member State of the European Union in accordance with Directive 2009/65/EC.






Rate 4.5.3 300,00 registration of modifications of regulations or statutes.






Enrollment Counselors, managers and similar.






Registration of modifications of brochures and documents of fundamental data of the inverter of IIC, not included in the rates 4.5.1 and 4.5.2.






Registration of the verification of the requirements for the admission to trading in markets side IIC official national and foreign.






Registration of agreements of management of assets or delegation or subdelegation of management, as well as other delegation agreements.






Registration of change of entity in charge of the representation or administration of investment companies.»





5. Amending article 54 which is worded as follows: «article 54. Made taxable.

Constitutes the taxable rate monitoring and inspection requirements of solvency and activity which permanently performs the CNMV on certain persons or entities registered in the official registers of the CNMV, by examining information that you regularly and checks carried out on it, as well as through on-site necessary inspections all in accordance with the provisions of law 24/1988, of 28 July, the securities market; Law 35/2003, 4 November, collective investment institutions; Law 22/2014, from 12 November, by which regulate venture capital entities, other collective investment of closed type and the management companies of collective investment of closed-type institutions, and by amending the law 35/2003, 4 November, collective investment institutions; (Law 19/1992 of 7 July, on societies and regime on mortgage securitisation funds and real estate investment funds, and rules for the development of these, in relation to the following requirements of solvency and activity: to) solvency requirements of minimum resources, requirements or suitability of investments and coefficients that may apply.

(b) those relating to capital, heritage, and number of shareholders required by the rules.

(c) requirements relating to the organizational structure in accordance with the activity of the human and material resources and required control systems.»

6. Amending article 55 which is worded as follows: «article 55. Taxable person.

«Will be taxable persons the ESI, SGIIC, SGEIC, SGFT, IIC, ECR, closed type collective investment companies (SICC) self-managed, FCRE, FESE and entities depository of IIC ECR, EICC, FCRE official, and FESE inscribed in the registers of the CNMV to date of an accrual basis, except for those which, on the date of accrual are in process of liquidation or absorption and have notified to the CNMV by the appropriate relevant fact.»

7. Amending article 56 which is worded as follows: «article 56. Taxable, assessment rates and fees.

1. fee 6.1. Fee for supervision and inspection of the activity of the ESI and SGIIC and solvency requirements. Taxable income will be, where appropriate, applicable own resources according to the regulations in force at the date of accrual. The type of assessment and the fee will be: to) rate 6.1.1. For the ESI which, in accordance with applicable prudential regulation, must have a certain level of own resources: 0.1%, with a minimum fixed fee of 500.00 euro.

(b) rate 6.1.2). For the SGIIC: 0.025 percent, with a minimum fixed fee of 500.00 euro.

2. 6.2 rate. Fee for supervision and inspection of the activity of the IIC and solvency requirements. The tax base will be the heritage funds and investment, to the date of accrual. The tax rate will be 0,00175 per cent, with a minimum fixed fee of 500.00 euro.

3 rate 6.3. Fee for supervision and inspection of the requirements of the activity of depository institutions of IIC, ECR, EICC, FCRE and FESE. The tax base will be the actual amount of the assets of the funds and companies of investment and ECR, EICC, FCRE and FESE deposited in the institution, the date of accrual. The tax rate will be 0.0005 per cent, with a minimum fixed fee of 500.00 euro.

4. rate 6.4. Fee for supervision and inspection of the requirements of solvency and the SGFT and SGEIC activity. The tax base will be demandable own resources according to the regulations in force, 31 December of the financial year preceding the accrual. The rate of assessment shall be: to) rate 6.4.1. For the SGFT: 0.050 percent, with a minimum fixed fee 1.000,00 euros.

(b) rate 6.4.2). For the SGEIC: 0,040 per cent, with a minimum fixed fee 1.000,00 euros.

5 rate 6.5. Fee for supervision and inspection of the activity of the ECR, self-managed SICC, FCRE and FESE and solvency requirements. The tax base will be the total assets of the funds and companies, 31 December of the financial year preceding the date of accrual. The tax rate will be 0.002 percent, with a minimum fixed fee 1.000,00 euros.»

8. Amending article 60 which is worded as follows: 'article 60. Taxable person.

The rate payers will be: to) the ESI, enabled (EC), the SGIIC and the SGEIC credit institutions for providing investment services, the date of accrual of the rate;

(b) branches and agents domiciled in Spain from enabled foreign ESI, EC, SGIIC and SGEIC to provide investment services and auxiliary, the date of accrual of the rate;

«(c) ESI and EC of States not members of the European Union authorised to provide investment services in Spain by way of free provision without branch.»

9. Add a second additional provision, with the wording that is collected then. The current sole additional provision becomes the first additional provision.

«Second additional provision. Applicable fees for the provision of certain services by the Commission national de the market of values (CNMV) with respect to participatory financing platforms.

Result from application of participatory financing platforms the following fees provided for in this law:-the fifty per cent of the rate 4.2.1 established in article 41 of subsection 1 of section 4, in what refers to the examination of the documentation required for the authorization and corporate operations.

-Fifty percent of tariff 4.2.3 established in article 41 of subsection 1 of section 4, in what refers to the examination of the documentation necessary for the modification of statutes and programme of activities.

-Rate 4.3 established in article 46, subsection 2 of section 4, by registration in the corresponding official records from the CNMV, as well as other acts related to these entities.

-Rate 6.6 established in article 61 of the subsection 2 of the 6th section, supervision and inspection of standards of conduct in the performance of authorized activities and other activities related to the above. For this purpose, references customers retailers and professionals shall be considered performed accredited and non-accredited investors as well as the promoters."

Tenth final disposition. Modification of law 10/2014, on June 26, management, supervision and solvency of credit institutions.

The transitional provision second law 10/2014, on June 26, management, supervision and solvency of credit institutions is worded in the following way: «second transitional provision. Transitional tax regime of preference shares and debt instruments.

The entry into force of this law shall not alter the tax regime applicable to the preferred shares and other instruments of debt that had been issued prior to that date.

The information and tax regime established in paragraphs 3 and 4 of the first additional provision shall apply to the emissions of debt instruments made from 1 January 2014 by the entities referred to in paragraph 8 of the above-mentioned additional provision, provided that they meet all the requirements laid down in that paragraph.'

Eleventh final disposition. Skill-related title.

This law is issued in accordance with the provisions of article 149.1.6., 11th and 13th of the Spanish Constitution, which attribute to the State powers on commercial law, on the basis of the management of credit, banking and insurance, and on the establishment of the bases and the coordination of the general planning of economic activity, respectively.
It is except the fifth final provision dictating to the amparo rules 1st, 13th and 18th in article 149.1 of the Spanish Constitution, which attribute to the State provisions the exclusive jurisdiction over the regulation of the basic conditions that guarantee the equality of all Spaniards in the exercise of rights and in the fulfilment of the constitutional duties the establishment of the bases and the coordination of economic activity, as well as the establishment of the foundations of the legal regime of public administrations.

Twelfth final provision. Enabling legislation.

1 empower the Government to develop the provisions of this law and, in particular: to) the legal regime applicable to financial institutions in relation to the requirements of minimum capital and own resources, as well as the procedure of transformation of current financial establishments of credit in hybrid payment or electronic money institutions and a specific authorisation procedure that streamline conversion on banks of the financial credit establishments authorized prior the entry into force of this Act.

(b) the requirements for platforms of participatory financing with regard to its functioning, authorization and supervision.

2. the Bank of Spain will specify the modelo-plantilla, content and format information finance-SMEs and the modelo-plantilla and the methodology for the elaboration of standardized evaluation report refers to which article 2(3) in within 5 months from the entry into force of this law.

Thirteenth final disposition. Entry into force.

1. without prejudice to the provisions of the following paragraph, this Act shall enter into force the day following its publication in the "Official Gazette".

2. the provisions of title I shall enter into force three months after the publication by the Bank of Spain of the modelo-plantilla of the financial information and SMEs and the standardized report of evaluation of the creditworthiness of SMEs that referred to in article 2(3) and (2) of the twelfth final provision.

Therefore, command to all Spaniards, private individuals and authorities, which have and will keep this law.

Madrid, 27 April 2015.

PHILIP R.

The Prime Minister, MARIANO RAJOY BREY