News room. Glossary Investors Financial information. Financial Information. Corporate Governance. Stock Information. Designed and developed by IR Design. Contact Privacy Notice. Means the contract signed between the Issuer Trustee and the Internal Manager so that the latter may perform certain management services on our behalf. Refers to the amount of the contracted rent in terms of a lease contract for a period of twelve months to be paid by the tenant, excluding the reimbursements of operating expenses of the properties, which are expenses paid by the tenant and transferred to Fibra MTY.
For any fiscal year, the accounting profit or loss of the Trust determined in accordance with the provisions of Income Tax Law for that fiscal year, while deducting accounting losses of the Trust from previous fiscal years that are pending amortization. Real estate used by its tenants for the operational purposes of their organization, including headquarters, corporate offices, back-offices, representative offices, branches, distribution, or manufacturing centers and including any property that functions as an integral part of a particular business.
Offences relating to credit rating agencies and significant contributions. Major and minor infractions. Offences for breaches of regulations of the European Union. Minor offences. Prescription of infringements. Chapter VIII sanctions. Penalties for very serious offences. Penalties for serious offences. Advertising of the sanctions. Penalties for minor offences. Additional penalties for very serious offences who engaged in positions of management or direction.
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Additional penalty for serious offences who engaged in positions of management or direction. Advertisement for additional sanctions. Penalties for offences relating to obligations of the consolidated groups of companies of financial conglomerates and investment services. Determining criteria for the sanctions.
Measures of intervention or replacement. Requirement to alleged responsible for minor offences. Information and notification of infringements and administrative sanctions. Title IX. Prosecutor of operations securities regime. Exemption from value added tax and capital transfer and stamp tax. Obligation of communication to the tax administration. Tax exemptions. Title x. Multilateral systems of negotiation article Governing entities. Regulation of operation. Submission of information obligations. Standards of conduct and market abuse. Article information obligations. Supervision of compliance with the standards of multilateral systems of negotiation and other legal obligations.
Central counterparty and clearing and settlement agreements. Remote access to multilateral trading systems. Provisions common to the official secondary markets and multilateral trading systems. Systematic internalisation. Information obligations. Execution of orders. Treatment of customers. First additional provision.
- Ley del Mercado de Valores.
- Betrayed: La Casa della Notte [vol. 2] (Italian Edition)!
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Interbank market of deposits. Second additional provision. Legal regime of emissions of the provincial councils of the Basque country. Third additional provision. Legal regime of emission rights that are not financial instruments available to additional fourth. Marketing to Computable subordinate financing as equity and convertible preference shares, debt instruments retailers. Fifth additional provision. Restrictions on securities of non-profit entities. Sixth additional provision. The society of management the systems of registration, compensation and liquidation of securities and proprietary companies of central counterparties, central depositories of values and Spanish official secondary markets.
Seventh additional provision. Annual corporate governance report in no form of Corporation-listed entities. The eighth additional provision.
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Obligations of compensation from the companies whose shares are admitted to trading on an official secondary market. Ninth additional provision. Time to resolve and to notify proceedings. Tenth additional provision. Memory supervisor and organ of internal control of the Bank of Spain. Eleventh additional provision. Supervision of the Commission of audit of public interest entities. First transitional provision.
Regime for certain increases in participation in a listed company. Available to transient second. Participatory assessments of savings banks and the Spanish Confederation of savings banks Association participatory shares. Third transitional provision. Fourth transitional provision. New system of clearing, settlement and registration of securities, and application of the Regulation EU No.
Fifth transitional provision.
Transitional regime of the companies whose shares are being traded exclusively on a multilateral trading system, which achieved a market capitalization exceeding five hundred million euros. Sixth transitional provision. Comprehensive plan of viability. Seventh transitional provision. Collaboration agreement between the National Commission of the stock market and the Bank of Spain. Eighth transitory provision. The market of public debt in annotations. Ninth transitional provision. Regional services of clearing and settlement of securities.
Tenth transitional provision. Normative references. First final provision. Skill-related title. Second final provision. Faculty of development. Title I provisions General Chapter I scope article 1 law. This law aims at the regulation of the Spanish systems of negotiation, settlement and registration of financial instruments, establishing for this purpose the principles of its organization and functioning, rules concerning financial instruments object of negotiation and issuers of such instruments, the provision in Spain of investment and the establishment of the regime of monitoring services inspection and sanction.
Covered by the scope of this law the following financial instruments: 1. Any right of heritage content, anyone that is its name, which by its own legal configuration and mode of transmission, is capable of widespread and impersonal traffic in a financial market will be considered negotiable value. In any case, shall be marketable securities for the purposes of this law: a shares in companies and securities equivalent to shares, as well as any other type of transferable securities giving the right to acquire shares or securities equivalent to shares, by its conversion or the exercise of the rights conferred.
The provisions of this law shall apply to all financial instruments whose emission, negotiation or marketing takes place on the national territory. For the purposes of this law, it shall apply the definition of Group of companies established in article 42 of the code of Commerce. Chapter II of the securities represented by annotations into account article 6. The form of representation chosen must be applied to all integrated in a same emission values. As an exception to the provisions of the preceding paragraph, regulations necessary specialties will be established so that the foreign values represented by titles can be negotiated in official secondary markets or multilateral trading systems and be registered with central depositories of values established in Spain.
The reversal of the representation by means of book-entry titles will require the prior authorisation of the National Commission of the stock market, in the terms that provide for by law. The step system of annotations into account may be to holders go providing consent to the transformation.
In the case of equity securities, document will be elevated to public deed and may be broadcast script. In the case of non-equity securities, the elevation to public deed of the issuing document shall be optional. This document may be replaced by any of the following documents to be considerate of the issuing document: to the prospectus approved and registered by the National Commission of the stock market, in accordance with the provisions of this law.
Equity securities means shares and securities equivalent to shares as well as any other type of transferable securities giving the right to acquire shares or securities equivalent to shares, by its conversion or by the exercise of the rights conferred, provided that those securities issued by the issuer of the underlying shares or by an entity belonging to the Group of the issuer.
In the case of securities admitted to trading on an official secondary market or in a multilateral trading system, it shall be deposited also a copy before its governing body. The designation must be filed in the registry of the National Commission of the market of stock referred to in article , as a precondition to the start of the accounting record keeping. Central securities depositories may also assume that function according to the requirements, where appropriate, be established in legislation and their regulations. He compensation of the damage caused, in the measure of it possible, there will be of make is effective in species.
The conditions and assumptions that central securities depositories may be allowed to make direct management of customers securities accounts to the central registry may by regulation determine. The registration of transmission in favour of the acquirer will produce the same effects as the tradition of the titles. The registration of the pledge is equivalent to possessory title displacement. The acts of disposition that relate to certificates are void. More than one certificate 3 may be issued, for values and for the exercise of the same rights. The restitution obligation lapses when the certificate has been private value.
Registration systems managed by central securities depositories must offer sufficient guarantees that there are no differences between the central registry and the detail records. To this end, in addition to the provisions of this law, regulations will be established monitoring mechanisms in charge of central securities depositories and control systems of its participating entities, situations in which the possible impact will have to be notified to the supervisory authorities, as well as mechanisms and timelines for resolution of the same.
Holders affected shall be entrusted to a right of credit against the participating entity by the undelivered values. Title II Commission national of the market of values chapter I provisions general article You can also elevate those proposals on the measures or provisions relating to securities markets as it deems necessary.
Developed and publicized to an annual report that reflects their performance and the overall situation of the securities markets. The President of the National Commission of the market of stock will appear before the aforementioned Commission of Congress to account for such a report, as well as how many times required to do so. The report referred to in the preceding paragraph shall include a report on the supervisory role carried out by the National Commission of the stock market in relation to their actions and procedures carried out in this matter and that can infer information about the effectiveness and efficiency of such procedures and actions.
This report will include a report of the organ's internal control adequacy of decisions taken by the governing bodies of the National Commission of the stock market with the applicable procedural rules in each case. This report must be approved by the Council of the Commission national of the stock market and will be sent to the general courts and the Government of the nation.
The selection of this staff, with the exception of those who have managerial character, will be held by public announcement and according to systems based on the principles of equality, merit and ability. This same provision shall determine the limitations which will be subject to these personnel with respect to the acquisition, sale or availability of such values. Variations in the budget of the National Commission of the stock market will be authorized by the Minister of finance and public administration, when their amount does not exceed of 5 per cent of the same, and by the Government, in other cases.
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. Chapter II organisation article It will be Secretary of the Executive Committee, with voice and without a vote, the Secretary of the Council of the National Commission of the market of stock.
When this last dismissal occurs before one year had elapsed since the appointment, it shall not apply the limit provided for in the subsection of the preceding paragraph, may be renewed the mandate in article 28 twice. Regulations will determine the compensation recipients under this limitation. Notwithstanding the provisions of the preceding paragraph, the issuer shall be validly constituted in accordance with the legislation of the country in which it is domiciled and you must be operating in accordance with its Constitution and statutes or equivalent documents writing.
Additionally, values must respect the legal regime to which they are subjected and, in cases where the issuer is obliged to draw up a prospectus, placement shall conform to the conditions contained in it. Notwithstanding the provided for in the preceding paragraph, regulations will be established exceptions to the obligation to publish booklet on public offerings for sale or subscription, depending on the nature of the issuer or of the values, the amount of supply or nature or the number of investors that van, as well as the adaptations of the requirements established in the regulation of admissions which are required for bids public.
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For these purposes it shall take into account that on public offerings for sale or subscription of securities may not apply them article It will not apply this obligation to the exercise of the activity of the duly authorized participatory financing platforms. Still, subject to prior compliance with the following requirements: to the contribution and registration at the National Commission of the stock market of the documents certifying the clamping of the issuer and the values to the legal regime that is applicable to them. According to the rules the number of exercises that need to understand the financial statements will be determined.
However, these issuers may draw up the prospectus in accordance with the provisions of this chapter. This brochure will have cross-border validity as laid down in article Additionally, the Government may exempt total or partially of the compliance of them requirements established in the article 33 and in the paragraph 1 previous, it admission to negotiation of certain values depending on the nature of the emitter or of them values, of the amount of the admission or of it nature or the number of them investors to which van intended.
When exceptions are based on the nature of the investor, additional requirements that guarantee their correct identification may require. It is regulated by regulations that procedure and the conditions that have met for the approval of the prospectus by the National Commission of the stock market and for publication shall be determined.
The lack of express resolution of the National Commission of the stock market on the brochure for the period that is established by law shall be dismissing. According to the specific nature of the issuer and the values, the information in the brochure should allow investors to evaluate, with enough information, assets and liabilities, financial position, profits and losses and prospects of the issuer, and eventually of the guarantor, and of the rights attaching to such securities.
This information will be presented easily analysable and comprehensible form. Without prejudice to what is determined according to the rules, will be part of the essential information, as a minimum, the following elements: a a brief description of the essential characteristics and risks associated with the issuer and any guarantors, including assets, liabilities and financial position.
Prior express authorization, the aforementioned Commission may develop or update the content of the order. It will also be the Minister of economy and competitiveness and, with your express authorization, to the National Commission of the Mercado de Valores the determination of models for different types of brochures and documents that must accompany the assumptions that the information contained in the prospectus may incorporate by reference. Also will be responsible for the following subjects: to the guarantor of the values in relation to the information that has to develop.
According to the rules will be established the conditions governing the liability of the persons mentioned in this paragraph. They must also declare that, in his opinion, the data of the brochure are in conformity with the reality and is omitted in any fact which by its nature could alter its scope.
Action to enforce the liability is barred for three years since the claimant would have had knowledge of the falsity or omissions in relation to the contents of the brochure. Likewise, without prejudice in the mentioned article 40, the prospectus approved by the competent authority of the State of origin, as well as supplements, are valid for the admission to trading in Spain, provided that the competent authority to notify to the European Securities and markets authority and the National Commission of the stock market.
In this case, the National Commission of the stock market will refrain approve this brochure or administrative procedure in relation to it. The National Commission of the stock market shall immediately inform the European Commission and the European authority of securities and markets on the measures taken. Chapter II emissions obligations or other securities that recognize or create debt article You won't have the consideration of obligations or other values that recognize or create debt-equity securities referred to in article 7 1 , last paragraph, such as convertible into shares, provided that they are issued by the issuer of the underlying shares or by an entity belonging to the Group of the issuer.
The advertising of all acts relating to the emissions of securities referred to in paragraph 1. Advertising of all acts relating to the emissions of securities referred to in paragraph 1. This certification shall be deemed suitable to register the securities in book-entry pursuant to article 7. Spanish regulated markets receive the designation of official secondary markets.
For such purposes, shall be deemed official secondary stock markets the following: a the stock exchanges. In the absence of express resolution within that period, the application shall mean rejected. Consultation to the issuers of financial instruments admitted to trading on the market and to the members of the market when it proposed a substantial modification of its rules of procedure must be also provided. To maintain authorization, official secondary markets must meet at all times the requirements established in the previous article, as well as the provisions contained in this chapter.
Once received the authorization to start the activity, the successive appointments of members of the Board of Directors and of those who hold positions of direction in guiding society must be approved by the National Commission of the stock market or, where appropriate, by the autonomous community with competence in the matter, for the purpose of verifying that the nominees meet the requirements of article New appointments shall be deemed accepted if the National Commission of the stock market is not pronounced in the period of three months from the receipt of the communication.
Shares in companies that manage markets secondary official or markets regulated out of Spain. Without prejudice to the powers oppose a significant stake in the terms provided for in article , 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. If the Commission is not pronounced in this period means that it accepts the request. Any revocation of authorisation shall be notified by the National Commission of the stock market to the European values of authority and markets. Chapter II of the official secondary markets notably article Section 1 of article 52 stock.
The National Commission of the stock market, in accordance with article 44 shall be responsible for the creation of stock exchanges, except in the case of whether stock exchanges located in the territory of the autonomous communities whose statutes of autonomy recognition competition to the effect. In this case, the creation of stock exchanges will correspond to these autonomous communities. In this case, shall be, where appropriate, the necessary coordination between the respective registry, clearing and settlement systems.
Entities that comply with the provisions of article 69 can purchase the stock exchanges membership. Section 2 of the market of public debt in notes article In any case, the values must conform to the technical specifications established for that purpose in the rules of the market. These measures shall be communicated by the Bank of Spain to the National Commission of the stock market and the Ministry of economy and competitiveness, so that the Minister, in his case, proceed to its ratification. Similarly, the holders may request the transfer of the same to another managing entity.
For these purposes, both the judge of the competition and the bankruptcy administration will facilitate access by the entity manager receiving the documentation and accounting and computer records necessary to make effective the transfer, thereby ensuring the exercise of the rights of the holders of the securities. The existence of bankruptcy proceedings will not prevent that it should reach the holders cash coming from the exercise of economic rights or of its sale. If, in accordance with the provisions of article Section 3 of the official secondary markets for futures and options represented by annotations into account article Guiding society will organize the negotiation of these contracts.
Upon receipt of the initial authorization, the new appointments must be approved by the National Commission of the stock market or, where appropriate, by the autonomous community with competence in the matter, for the purpose of verifying that the nominees meet the requirements of article Chapter III participation in official secondary markets article 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.
However, in the case of transactions between members, on own account and on behalf of itself, these are not obliged to mutually impose the obligations set out in the aforementioned articles. Remote access. In addition, at the request of the competent authority, the National Commission of the stock market shall within a reasonable time, the identity of the members of the official secondary market established in that State. Likewise, the National Commission of the stock market may request referral, within a reasonable time, of the identity of the members of the regulated market to the competent authority of the home state of the regulated market.
Operations of the members employed. Members on their own operations. Who holds membership of an official secondary market will not operate self-employed who does not have that condition without leaving explicit evidence, in writing, that the latter has known that fact before concluding the corresponding operation. Management of conflicts of interest of members of official secondary markets. Rates for members. Notwithstanding the provisions of the preceding paragraph, the Government may establish fees maximum for transactions whose amount does not exceed a certain amount and for those that are made in the enforcement of judgments.
The publication and communication to the National Commission of the stock market or, in the case of the market of public debt in notes, the Bank of Spain, of the corresponding maximum pay rates will be prerequisite for its implementation. For this purpose you can determine the issues or contingencies relating to typical operations contracts will have to treat or provide expressly require the use of models for them and to impose some form of administrative control over these models. With reference to the provisions of point d of the preceding paragraph, such authorization may be extended to the National Commission of the stock market or, in the case of the market of public debt in notes, the Bank of Spain.
Chapter IV negotiations and operations in an official secondary market article In the case of securities in the stock exchanges, the verification will be unique and valid for all of them. The admission to trading in each of the official secondary markets will require, in addition, the agreement of the governing body of the relevant market, at the request of the issuer, who may request it, under its responsibility, once issued the values or constituted the corresponding annotations.
The requirements may be established separately for different categories of securities or markets. Similarly, the requirements and procedure of permanence of values in case of Division of societies will be determined. Notwithstanding the provisions of paragraph 1, the values issued by the State and the official credit Institute are considered supported ex officio to trading on the market of public debt in annotations or, where appropriate, in the other official secondary markets according to what is determined in the issue. Securities issued by the autonomous communities shall be admitted to negotiations under the mere request of the issuer.
In all the above cases is necessary, however, set to the technical specifications of the market in question, in accordance with the provisions of the preceding paragraph. This indication will be the consideration of information necessary for the purposes of article The governing entity of the multilateral trading system must ensure the fulfilment of this obligation.
In the case of derivative financial instruments, the rules shall ensure, in particular, that the formulation of the contract subject to negotiation allow a correct price formation, as well as the existence of effective settlement conditions. The provisions of this section shall be applied in accordance with articles 35, 36 and 37 of Regulation EC No.
The official secondary market shall inform the issuer of this circumstance. The issuer shall not be obliged to directly provide the information required in paragraph 2 to any official secondary market which has admitted the financial instruments to trading without its consent. In these cases, will be guiding the market society which must have the necessary means to obtain and disseminate that information. Guiding companies will supervise the operations carried out by the members of the market in order to detect infringements of the rules of the market or abnormalities in the negotiation or performance conditions that may involve market abuse.
This competition will correspond to the autonomous community with competence in the matter, regarding the financial instruments traded exclusively in its autonomous markets. In addition, the National Commission of the market of stock, when deemed appropriate, will inform suspension decision authorities of third States whose markets could affect the decision. Similarly, when the competent authority of another Member State communicates to the National Commission of the stock market a suspension agreement, this agreed suspension of negotiation of the said financial instrument in official secondary markets, Spanish multilateral trading systems and on systematic internalisers under their supervision, except that he could cause damage serious to the interests of investors or the orderly functioning of the market.
Likewise, the governing society of an official secondary market may suspend trading in a financial instrument that comply with the rules of the market in accordance with the conditions laid down in the rules of the market, except in the event that such a decision could cause serious prejudice to the interests of investors or the orderly functioning of the market.
In any case, immediately after the decision shall communicate to the National Commission of the stock market and make it public. In accordance with stated in the preceding paragraph, the National Commission of the stock market shall properly inform the competent authorities of the other Member States. 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.
Likewise, the National Commission of the market of stock, when deemed appropriate, will inform the exclusion agreement authorities of third States whose markets could affect the decision. Similarly, when the competent authority of another Member State communicates to the National Commission of the stock market an exclusion agreement, this will exclude the negotiation to this financial instrument in official secondary markets, Spanish multilateral trading systems and in systematic internalisers under their supervision, except that he could cause damage severe to the interests of investors or the orderly functioning of the market.
Likewise, the governing society of an official secondary market may exclude from negotiation to a financial instrument that allow compliance standards from the market in accordance with the conditions laid down in the rules of the market, except in the event that such a decision could cause serious prejudice to the interests of investors or the orderly functioning of the market. Shall be deemed equivalent to the exclusion of negotiating those corporate operations under which the shareholders of the listed company can become, totally or partially, members of other non-listed entity.
At the time of the call for corporate bodies that must approve the offer, will be available to owners of the affected values a report of administrators in which justify in detail the proposal and price offered. If as a result of the completion of the offer, the shares exceeded this limit, they shall be redeemed or disposed of within the period of one year. Where appropriate, the National Commission of the stock market will determine what should be such warranties.
Chapter V transparency in the negotiation and communication of operations article Notwithstanding the provisions of the preceding paragraphs, the National Commission of the stock market may grant a derogation to secondary markets official publish the information referred to in paragraph 1, according to the market model or the type and volume of orders. In particular, the National Commission of the stock market may not impose such an obligation in the case of high-volume operations in comparison with the standard market volume for those actions or actions such.
Requirements of transparency back to the negotiations. However it planned in them paragraphs earlier, the Commission national of the market of values may authorize to them markets secondary official to postpone the publication of them data of them operations made depending on its type or volume. Especially, may authorize the deferral of the publication in the case of operations of great volume in comparison with the volume standard of market to those actions or for that type of actions.
Official secondary markets must, in these cases, obtain of the National Commission of the stock market the prior approval of proposed arrangements for deferred trade-publication, and shall disclose such methods clearly to the members of the market and the investing public. Official secondary markets may allow the concerned entities in the article access, on reasonable commercial terms and in a non-discriminatory manner, systems which used to publish the information referred to in articles 86 and When operations are reported to the National Commission of the stock market directly by guiding companies in regulated markets, by the managing bodies of the multilateral systems of negotiation, or by marriage of operations or information systems, investment services company or a credit institution may be exempted from the obligation referred to in article Additionally, the entities referred to in article The reports submitted to the National Commission of the stock market by the branches in Spain of companies of investment services and credit institutions from other Member States in accordance with the provisions of article Chapter VI compensation, settlement and registration of values and infrastructure of poscontratacion article In case of delays or other problems in the process of liquidation, may be made the adjustments on the liquidation of such rights or obligations.
This warranty claim will fall exclusively on the values and the resulting cash from operations not met by customers and ensure only the amount the beneficiary entities of this right would have to advance to meet the settlement of the aforementioned operations, including the price of the values that had been due to deliver and the possible sanctions and penalties that had due payable as a consequence of the breach of its customers.
Members of entities of central counterparty and central securities depositories participating entities shall enjoy the same rights against its customers, they will exercise asking members of official secondary markets the introduction of orders for opposite direction referred to in this section. Their articles of Association and their amendments, with the exceptions which may be established by law, shall require the prior approval of the National Commission of the stock market.
The appointment of members of the Board of Directors, Directors General and similar central securities depositories will be subject to the prior authorisation of the National Commission of the stock market. The Minister of economy and competitiveness or, by its express empowerment, the National Commission of the stock market, may define the model that need to adjust the memory. The central depository of securities will maintain up-to-date cited memory, whose changes will be sent to the National Commission of the market of values, duly substantiated.
The National Commission of the stock market may require expansion of the documentation received to the central depositary of securities and it may establish exceptions or limitations to the maximum prices for those services when they can affect the financial solvency of the central securities depository, provoke disturbing consequences for the development of the market of values or principles governing it , or introduce unjustified discrimination between the different users of the services of the institution.
Such rules shall regulate the regime of operation of central depositories of values, the services provided by them, its economic regime, procedures, fixation and communication rates, conditions and principles under which will provide referral services, records relating to the services provided and the status of its participating entities. Also the regulation shall regulate the procedures to manage the delivery of securities and payment, the determination of the moment of firmness of the instructions of liquidation, the risk management policy as well as the guarantees of all kinds that may have to be participating institutions according to the activities that develop.
These circulars shall be communicated to the National Commission of the stock market and the Bank of Spain, in the terms that regulations provide for. The National Commission of the stock market may oppose them, as well as suspend them or leave them without effect if it considers that they contravene the law or harm the prudent and safe operation of the central depositary of securities and securities markets or the protection of investors.
The Minister of economy and competitiveness or, by its express empowerment, the National Commission of the stock market, will develop the structure and minimum content that should have the rules of procedure. Without limiting the foregoing, the surplus remaining after the liquidation of secured transactions will be incorporated into the active mass of the contest participant.
Act on the Securities Market (Ley del Mercado de Valores) - Apuntes de Enfermería - Docsity
If no entity is able to take charge of the marked records, this activity will be assumed by the central depository of securities corresponding in a provisional way, until owners requested the transfer of the registration of their securities. For this purpose, both the judge of the competition and bankruptcy administration will facilitate access by the entity that will pass you the values to the documentation and accounting and computer records that are necessary to give effect to the transfer.
The existence of bankruptcy proceedings will not prevent make reaches a customer the securities purchased in accordance with the rules of the system of compensation, settlement and registration or the cash coming from the exercise of economic rights or the sale of the securities. Such agreements, as well as those who can celebrate with markets or multilateral trading systems, will require the approval of the National Commission of the stock market, following a report from the Bank of Spain, and must comply with the requirements to be determined by regulation and in the rules of procedure of the institution itself.
Participation in the institutions of matching central. The Minister of economy and competitiveness, or with its express clearance, the National Commission of the stock market be able to develop information that will be necessary to provide for assessing the suitability of the shareholders who acquire a qualifying holding in the capital of the entity of central counterparty in accordance with the Regulation EU No.
Ley del Mercado de Valores (Spain)
The central counterparty entity keep updated the above-mentioned memory, whose changes will be sent to the National Commission of the market of values, duly substantiated and incorporating, when they affect the management of risks in accordance with the provisions of that regulation, the mandatory report of the Committee on risks and of the unit or body internal to assume the function of risk management. The National Commission of the stock market may require the entity of central counterparty enlargement of the documentation received and it may establish exceptions or limitations to the maximum prices for those services when they can affect the financial solvency of the institution's central counterparty, provoke disturbing consequences for the development of the market of values or principles governing it , or introduce unjustified discrimination between the different users of the services of the institution.
The articles of Association regulate the inner workings of the central counterparty as a company entity. The regulations and statutes contain obligations and the organisational and procedural requirements necessary to give effect to the provisions in the Regulation EU No. These circular must be reported to the National Commission of the stock market and the Bank of Spain in the twenty-four hours following its adoption. The National Commission of the stock market may oppose, as well as suspend or rescind the circular when it deems that they infringe the applicable legislation, or harm the prudent and safe operation of the entity of central counterparty and market that provides service or the protection of investors.
In addition, they must have a unit or internal organ that assumes the function of risk management, in proportion to the nature, scale and complexity of their activities. This unit or body shall be independent of the operational functions, will have authority, capacity and resources, and will have timely access to the Board of Directors.
Is it enough with such simple theoretical exercise to determine that tax has been potentially circumvented and that the Article should apply? Within such elements, the perceived tax burden of the underlying transaction will undoubtedly be an important sign. Such sign will inevitably carry more weight, the greater the amount of tax avoided. Should the underlying real estate fulfil the criteria to be deemed to amount to a business unit, it could be argued that share transfers in companies with such real estate would always lead to Transfer Tax savings.
Aside from the fact that such transactions would undoubtedly become more expensive, would it be so easy to prove intent to elude tax in such a context? Moreover and as pointed out above, should the VAT be considered deductible? For instance, it would be perfectly possible for the share transferor to be an individual or a company, not acting in the course of its business. Should the underlying real estate transfer be defined by focussing on the share transferor, it would be deemed to be subject to Transfer Tax. This would be the case even where, had the underlying company transferred directly the same real estate, such transfer could have been subject to VAT.
This would be the case, for instance, with an individual not acting within the course of his or her business. How can taxpayers resolve the discrepancy between the different tax treatment given to the company owning the real estate or to the share transferor? The new wording has potential far-reaching consequences, since it contains a general clause which in practice can operate as a default catch-all clause.
Such general clause will give Tax Authorities the possibility to look at all those transactions not covered by the presumptions i. For example, Article TRLMV can now catch situations where the transfer has not implied the acquisition of a control stake; where the real estate does not amount to half of the assets in the underlying company; or where the real estate is artificially considered as a business asset. In all these cases, however, the Tax Authorities are required to prove that the taxpayer intended to circumvent taxation. Despite the obvious practical difficulties in the application of Article TRLMV, this Article now provides Spanish Tax Authorities with a tool, the scope of which is, at least in theory, very wide.
The Tax Authorities should now issue some much-needed guidance on how they intend to apply it. Register now for more insights, news and events from across Osborne Clarke. Sign up. Partner, Spain.