The Spanish asset management sector is not subject to uniform legislation, but some rules in this area are enshrined in the Securities Market Law. The diversity of organizations involved in asset management in Spain means that there are no uniform rules. The industry, having developed rapidly in recent years, faces constant changes in relatively new laws and regulations.
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Overview of asset management license in Spain: organizational forms and benefits
Next, we will look at the types of assets and the companies that manage them. Our company is ready to offer comprehensive assistance in implementing such an option as Spain asset management licensed company for sale. In addition, we have offers for the sale of ready-made asset management businesses in Sweden, Ireland, the Netherlands, France and other countries.
Investment firms
Such entities, which provide investment services in financial instruments to third parties on a professional basis, are mainly subject to the regulation of the Securities Market Law and the Royal Decree on the Legal Status of Investment Companies and are supervised by the CNMV.
Changes to the legal status of investment companies focus on large investment companies, capital requirements, provision of services to third parties, internal asset management arrangements and financial security agreements for the transfer of ownership. Significant changes include the prohibition of receiving incentives for the provision of independent advice and discretionary portfolio management services, as well as the requirement to comply with special requirements when receiving incentives for the provision of other investment services.
Regarding the provision of investment services by companies from other countries in Spain, the main change is the requirement to open a branch in the country in order to provide investment services to retail or professional selective clients. In addition, depending on the volume of activity, the complexity of the products or services, or for reasons of public interest, the CNMV may require a third country company to establish a branch if it provides or plans to provide investment services or activities in Spain to professional clients or counterparties corresponding certain criteria.
Collective investment schemes with an asset management license in Spain
In Spain, collective investments are implemented through two types of schemes, depending on the obligations of the investors:
- open schemes allowing investors to redeem their investments at any time;
- closed schemes, where investors make a commitment for a certain period of time.
The regulation of these schemes in Spain has undergone changes as a result of the transposition of two EU directives into Spanish law. The UCITS Directive, enacted by Law 31/2011, amended Law 35/2003 on Collective Investment Schemes. And the AIFMD directive was translated into Spanish law through Law 22/2014.
In Spain, these areas are regulated as follows: open-ended collective investment schemes, as well as their management companies and depositories, are subject to general regulation in accordance with the Law on Collective Investment Schemes (CIS Law) and Royal Decree 1082/2012 amending the CIS Law (RD 1082/2012). Management companies and closed collective investment schemes for venture capital are also regulated under Law 22/2014. Collective investment entities that do not qualify as UCITS are treated as AIFs, which come in a variety of forms such as closed-ended schemes, open-ended schemes, private equity firms, venture capital entities (VCEs) and others.
All entities mentioned are subject to the supervision of the Spanish Securities and Exchange Commission (CNMV). Interested entrepreneurs may also turn to such an option as asset management licensed company for sale in Spain.
Pension funds
Pension funds, as well as their management and depository companies, are regulated by Royal Legislative Decree 1/2002, which amended the Pension Funds Law by taking into account Law 22/2014 and related provisions, including Royal Decree 304/2004 (Regulations on pension funds).
Supervision of pension funds and their management companies is carried out by the Ministry of Economy and Business Support and the Directorate General for the Administration of Insurance and Pension Funds (DGSFP), the same regulator responsible for supervising insurance companies.
Insurance companies
Spanish legislation regulates the management of assets and the functioning of insurance companies and also subjects them to control through Royal Decree 1060/2015 of November 20th. These regulations, by implementing the Solvency II Directive into national law, aim to improve the corporate governance of insurance companies. Their changes include increased demands on the professional competence and integrity of insurance company management, the establishment of a legal framework for effective risk management and regulatory compliance, and stricter standards of financial transparency and financial soundness.
The activities of insurance and reinsurance companies are supervised by the Directorate of Insurance and Pension Funds (DGSFP). Such firms are needed to get asset management license in Spain.
Securitization funds
Securitization funds and their management companies are currently regulated by the Business Finance Promotion Act. This law brings together the various legal aspects in the field of securitization in Spain. One of the significant innovations introduced to the securitization landscape in this jurisdiction is the ability for securitization fund management companies to “actively manage” a portfolio of open-end assets at the end of the securitization fund’s life. This possibility was not previously provided for by Spanish law, and the role of management companies of this type was limited to simply monitoring, collecting or enforcing securitized credit rights.
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To get asset management license in Spain: rules for licensing an asset management company
- The main task is to effectively manage the shares of investment funds and investment companies that have been transferred to management.
- Asset management performs a variety of tasks, including providing legal and accounting services, estimating net asset value, complying with regulatory requirements, and more.
- The company may also engage in other activities such as discretionary management of investment portfolios and administration of private equity, venture capital, and social enterprise funds.
- The list also includes investment advice, management of fund shares or EuVECA or EuSEF shares, as well as receiving and processing customer orders.
- The management company may transfer (in whole or in part) the management of its assets to third parties, while maintaining its responsibility.
- To start operating as an SGIIC/AMC, prior approval is required from the Spanish National Securities Market Commission (CNMV).
- Once registered, the company must also be entered into the Commercial Register and the register of the specific regulatory authority of the CNMV.
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Documents for obtaining a license
The following documents and information are required to obtain asset management license in Spain.
- A detailed statement of the main provisions and rules of the company structure.
- A comprehensive description of the organizational structure, including internal hierarchy and interaction between departments.
- Determining the steps and specific activities that need to be developed for the successful implementation of the project.
- Details of the technical aspects of the company’s activities and the required human resources.
- Clarification of qualifications and professionalism of managers, including information about positions held.
- Details of the identity of shareholders holding a significant stake and the size of their stake.
- Company-approved employee remuneration policy.
- Document provisions regarding delegation and sub-delegation of functions to third parties.
- Exclusion from AMC rules if the company meets the conditions for managing investment objects from 100 to 500 million euros.
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Requirements for daily operations
To obtain and maintain SGIIC/AMC authorization, the following criteria must be met.
- The established goal of the company must strictly comply with the law and be clearly formulated.
- Mandatory location of the legal address, administrative offices and company registration in Spain.
- The company’s authorized capital must meet minimum requirements and be fully paid up.
- Having a board of directors of at least three members with high reputation, professional experience and knowledge.
- Mandatory indication of the names of shareholders owning significant shares.
- High standards of business and accounting.
- Development of effective internal control procedures and mechanisms, including risk management.
- Full information and documentary support for conditions and services transferred to contractors or outsourcing.
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