Law 16/2014 of 30 September on the National Securities Market Commission fees (Comisión Nacional del Mercado de Valores, “CNMV”) was published in Spain’s Official Gazette on 1 October and will enter into force on 1 January 2015 (“Law 16/2014”).
Law 16/2014 repeals the previous regulation on CNMV fees set out in Royal Decree 1732/1998 of 31 July on fees applicable to CNMV activities and services. This new regulation aims to align the CNMV fee structure with that of other regulators in its area, in order to avoid fees being a hindrance to the Spanish capital market development.
The most significant changes made by Law 16/2014 are described below in relation to collective investment schemes (“CIS”), as well as to management companies for CIS (“MCCIS”), for venture capital companies (“MCVC”) and for securitisation funds (“MCSF”).
1. FEES FOR SPANISH CIS
1.1. To register CIS and their corporate changes with CNMV registries
Previously, the fee to register a new CIS, and their merger, division and other corporate operations was of 0.5‰ of the CIS’ share capital or assets at the time of its incorporation or when the relevant corporate operation took place, which could not exceed EUR 9,015,181.57.
This fee is now replaced by a fixed fee of EUR 2,500.
1.2. To register changes to documents of CIS with CNMV registries
New fees are introduced to record the following items in the CNMV:
- New target for returns on investment funds: EUR 2,500.
- Essential changes to prospectuses and key investor information documents (“KIID”): EUR 1,000.
- Non-essential changes to prospectuses and KIID: EUR 300.
- Changes to regulations (for funds) and articles of associations (for companies): EUR 300.
1.3. To register board members, managers, directors and the like with CNMV registries
A fixed fee of EUR 300 now applies.
1.4. To register asset management agreements or delegation or sub-delegation agreements of the management of CIS with CNMV registries
A fee of EUR 300 is set.
1.5. To monitor solvency and activity requirements
Previously a quarterly fee of 0.01‰ on the CIS’ total assets, with no minimum fee, applied.
Now, a six-monthly fixed fee of 0.00175%, with a minimum of EUR 500, applies.
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2. FEES FOR FOREIGN CIS
2.1. To register with CNMV registries
Previously, the fee to register a foreign CIS depended on its expected marketing volume.
Law 16/2014 now establishes the following fees:
a) for CIS subject to the UCITS Directive[1]: EUR 1,000.
b) for CIS not subject to the UCITS Directive: EUR 2,500.
2.2. To monitor marketing requirements
This is a new annual fee for the CNMV to check compliance by a foreign CIS with its marketing requirements in Spain.
a) CIS subject to the UCITS Directive: EUR 2,500.
b) CIS not subject to the UCITS Directive: EUR 3,000.
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3. FEES FOR SPANISH MCCIS, MCSF AND MCVC
3.1. For authorisations and registration of MCCIS, MCSF and MCVC with CNMV registries
Under the former regulation, MCCIS and MCSF authorisations were not subject to any fee, except for that applicable to their registration with CNMV registries, which amounted to 0.5‰ of their share capital at the time of registration, which could not exceed EUR 9,015,181.57.
A fixed fee of EUR 10,000 now applies to the examination of the required documents for MCCIS, MCSF and MCVC authorisations, plus a fixed fee of EUR 300 for their registration with CNMV registries once they have been authorised.
3.2. For corporate operations
A fixed fee of EUR 10,000 is established to examine the required documents for the authorisation of corporate changes in these companies.
3.3. To amend articles of associations or programmes of activities
Previously, changes to articles of association or programmes of activities were not subject to any fee. Only their registration with CNMV registries was subject to a fixed fee.
However, examining the required documents to obtain the authorisation to change the articles of association or programmes of activities is now subject to a fixed fee of EUR 3,000. Moreover, registering these changes with CNMV registries is subject to a fixed fee of EUR 300.
3.4. For the authorisation for MCCIS to render services in states other than EU Member States
If services are rendered through a branch, the fee amounts to EUR 5,000.
In the case of a free provision of services, the fee is EUR 3,000.
3.5. To register board members, managers, directors and the like with CNMV registries
A fixed fee of EUR 300 is established.
3.6. To monitor MCCIS, MCSF and MCVC
3.6.1. To monitor the solvency and activity requirements
a) MCCIS: a six-monthly fee of 0.025% of the entity’s required own funds, with a minimum fee of EUR 500, is established.
b) MCSF: an annual fee of 0.05% of the entity’s required own funds, with a minimum fee of EUR 1,000, is established.
c) MCVC: an annual fee of 0.04% of the entity’s required own funds, with a minimum fee of EUR 1,000, is established.
3.6.2. To monitor MCCIS’ compliance with rules of conduct
A new fee is introduced to monitor the MCCIS’ compliance with rules of conduct for the rendering of investment services, ancillary services and other related activities in the securities market when these entities are authorised to render such services in Spain.
The applicable fee is the sum of 0.047% over the total gross revenues obtained in the previous year for the rendering of such services (with a minimum fee of EUR 350) plus the result of multiplying EUR 0.47 by the number of retail and professional clients to which the entity had rendered such services in the previous year (with a minimum fee of EUR 850).
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4. FEES FOR FOREIGN MCCIS
4.1. For the authorisation to render services in Spain
a) MCCIS from the EU subject to the UCITS Directive: no fee applies because these entities do not require an authorisation process.
b) MCCIS not from the EU or not subject to the UCITS Directive: EUR 10,000.
4.2. To register branches in CNMV registries
a) MCCIS authorised in an EU Member State: EUR 5,000.
b) MCCIS not from the EU: EUR 300. Note that these entities are also subject to a EUR 10,000 fee for the authorisation to render services in Spain.
4.3. To modify data in CNMV registries
A fixed fee of EUR 300 is established for MCCIS both from the EU and beyond.
[1] Directive of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS).
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1. FEES FOR SPANISH CIS