August 2006


The information contained in this Newsletter is of a general nature and does not constitute legal advice




1.1       Method of submitting information

1.2       Person responsible for submission

1.3       Initial registration

1.4       Registration of modifications to the documentation

1.5       Keeping additional documentation at the CNMV’s disposal



Circular 2/2006 of 27 June 2006 (the “Circular”) of the National Securities Market Commission (“CNMV”) on information about foreign collective investment undertakings (“UCIs”) registered with the CNMV was published on 25 July 2006 in the Spanish Official Gazette. The Circular shall come into force six months after its publication, i.e. on 25 January 2007.

The CNMV’s Circular, which replaces the previous Circular 3/2003 of 29 December:

1.     Simplifies procedures involving the registration of information.

2.     Simplifies the duty to provide investors with information.

3.     Creates the obligation to submit documents via telematics, unless the CNMV expressly authorises otherwise.


1.1       Method of submitting information

Foreign UCIs that intend to market their shares in Spain must submit the relevant information via telematics using the CNMV’s CIFRADOC system, which consists of encoding systems and an electronic signature with a set of public and private codes, as well as on paper.

1.2       Person responsible for submission

The information may be submitted by the foreign UCI itself, by its management company, by the distributor or by any appointed legal person. Henceforth, law firms may act as representatives, submitting the information by means of the CIFRADOC system. The party that submits the information by telematics is also responsible for submitting the documentation on paper.

1.3       Initial registration

The submission by telematics to the CNMV must include certain basic information, which supplements the documentation required from UCIs by Article 15 of Law 35/2003 of 4 November. The latter still requires that a permit be obtained from the competent authority of the country of origin for initial registration, and that all documents be accompanied by a sworn translation into Spanish. The lifting of these requirements, in line with the CESR’s latest criteria, would require the amendment of Article 15. Information concerning the CNMV’s new criteria and administrative practice will be provided as these change.

1.4       Registration of modifications to the documentation

Foreign UCIs registered in the corresponding CNMV register are obliged to forward to the CNMV, via telematics, directly or through the appointed representative, the following documentation during the month following its preparation:

a)     Modifications to the abridged prospectus with a translation into Spanish

b)     Modifications to the memorandum concerning the planned marketing methods in Spain.

Marketing in Spain of new sub-funds issued by a UCI but not previously registered with the CNMV will require prior registration in the corresponding CNMV register. The remaining UCI documentation (e.g. full prospectus, articles of association and accounts) need not be forwarded when amended, though it must be kept at the CNMV’s disposal as explained below in section 1.5.

1.5       Keeping additional documentation at the CNMV’s disposal

The appointed representative and all distributors must keep the following documents at their offices, should the CNMV require them:

a)     Financial reports, whatever period of time they may refer to, as well as annual reports that are completed after registration at the CNMV for a minimum of six years; and

b)     Modifications to the registered documentation, full prospectus and regulations or articles of association not forwarded to the CNMV.

These documents must be Spanish translations of the originals and must be available from the month after their preparation in the home country.

The regulations only require that Spanish translations of the documentation be held. This simplifies the legal requirement enormously because the translations need not be sworn, nor must they be endorsed or legalised by means of an Apostille. Therefore, it will only be necessary to establish a procedure for translating and sending the documents to the representative and the distributors (so that they can, in turn, make them available to investors).


1.     Before the subscription of shares, provide each shareholder with:

−      a copy of the simplified prospectus translated into Spanish;

−      the most recently published financial report; and

−      as an annex to the simplified prospectus, a copy of the Marketing Memorandum registered with the CNMV concerning the intended methods of marketing in Spain.

The provision of this information shall be obligatory and inalienable for the shareholder. Shareholders may demand a copy of the UCI’s remaining official documentation. Therefore, it is no longer necessary to provide the complete prospectus, articles of association and annual accounts, provided that the investor does not expressly request the same.

2.     After the subscription of shares, send the shareholders, free of charge, the documents listed below to the address indicated by them:

−      the financial reports and annual reports prepared after registration with the CNMV, within a month, unless the shareholder has waived his/her right to be provided with them in a separate written document, duly signed, after receiving the first periodic remittance. Financial reports shall be forwarded via telematics when the shareholder expressly so demands. The management company will be obliged to send the above-mentioned documents to the shareholder when the latter, even having waived his/her right, so requests. The waiver is revocable.

−      all information required by the legislation of the country in which the UCI has its domicile, subject to the same deadlines and time constraints provided by the home country’s legislation. This clarifies that the notices to shareholders shall be issued in accordance with the legislation of the UCI’s country of origin.

3.     At least one of the distributors or the management company shall make the documents available for consultation via telematics, as well as the net asset value corresponding to the shares marketed in Spain.

The Circular also regulates foreign non-harmonized UCIs’ information obligations, which seems to indicate that the CNMV may be considering their authorization in the not too distant future.

3.         OTHER MATTERS

The Circular obliges UCIs with a corporate structure to appoint an authorised distributor as a representative for the purposes of communicating to the CNMV all the information it requires to apply the roll-over relief for income tax ("IRPF"). Such communication must be issued via telematics using the model established for such purposes by the CNMV and must be sent to the CNMV prior to the end of the maximum term of validity of the last communication sent, which is of one year.

2nd August 2006

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For further information, you may contact Salvador Ruiz Bachs ( or Marta Oñoro Carrascal ( (tel. 91 586 0696) in our Madrid office, or, alternatively, Juan Carlos Machuca in our office in London ( (tel. + 44 207 645 02 80).

The information contained in this Newsletter is of a general nature and does not constitute legal advice