Overview of Spanish EMI Licensing
Spain offers electronic money institution licensing within one of Western Europe's largest consumer markets. The Bank of Spain (Banco de España) serves as the primary regulatory authority, applying European standards while overseeing one of the eurozone's most significant financial services sectors.
With a population exceeding 47 million and a well-developed financial infrastructure, Spain provides licensed EMIs access to a substantial domestic market alongside EU-wide passporting capabilities.
Regulatory Framework
Spanish EMI regulation derives from European harmonization requirements:
EU Directive 2009/110/EC: The Electronic Money Directive, transposed into Spanish law, establishes authorization and operational requirements for electronic money institutions.
Payment Services Directive 2 (PSD2): Directive 2015/2366 governs payment services, including strong customer authentication and open banking provisions.
Royal Decree-Law on Payment Services: The primary Spanish legislation implementing EU payment and e-money directives.
Law on Prevention of Money Laundering: Implements EU AML directives, establishing customer due diligence and suspicious activity reporting obligations.
Corporate Structure Requirements
Spanish law prescribes specific requirements for EMI corporate establishment:
Legal Entity Formation
EMIs must be established as appropriate Spanish legal entities, typically:
- •Sociedad Anónima (S.A.): Public limited company, the standard structure for larger financial services operations
- •Sociedad de Responsabilidad Limitada (S.L.): Private limited company, suitable for smaller operations
Establishment Requirements
- •Registration with the Spanish Commercial Registry
- •Physical office premises in Spain
- •Registered address for regulatory communications
- •Professional management and staff
Capital Requirements
Spanish EMI capital requirements align with EU standards:
Minimum Initial Capital: €350,000 for electronic money institution authorization.
Additional Assets: Sufficient financial resources to support business operations beyond minimum capital requirements.
Ongoing Capital: Own funds calculated according to prescribed methods based on outstanding electronic money and payment transaction volumes.
Proof of Funds: Bank of Spain requires documentation demonstrating legitimate origin of capital, including source of wealth verification for significant shareholders.
Management and Personnel Requirements
Professional Standards
- •Management must demonstrate competence in financial services
- •Professional staff appropriate for proposed activities
- •Clear organizational structure with defined responsibilities
Fit and Proper Requirements
All persons with significant influence must satisfy Bank of Spain fitness criteria:
- •Clean criminal records
- •No history of regulatory sanctions
- •Demonstrated competence for proposed roles
- •Good reputation and integrity
Local Presence
- •Physical office in Spain with genuine operational substance
- •Appropriate local personnel for key functions
- •Management capability present in-jurisdiction
Compliance Framework Requirements
Anti-Money Laundering
Spanish EMIs must implement comprehensive AML/CFT frameworks:
- •Customer due diligence procedures
- •Enhanced due diligence for higher-risk relationships
- •Transaction monitoring systems
- •Suspicious activity reporting to SEPBLAC (Spanish Financial Intelligence Unit)
- •Record keeping and documentation
Risk Management
- •Enterprise risk management framework
- •Operational risk controls
- •IT security measures
- •Business continuity planning
Data Protection
GDPR compliance requirements including:
- •Personal data processing policies
- •Data protection impact assessments
- •Data subject rights procedures
- •Potential Data Protection Officer appointment
Documentation Requirements
EMI applications require comprehensive documentation:
Corporate Documents
- •Certificate of incorporation
- •Articles of association
- •Commercial registry extracts
- •Shareholder structure and beneficial ownership
Business Planning
- •Detailed business plan covering at least three years
- •Financial projections demonstrating viability
- •Description of proposed services and target markets
- •Fee structures and pricing policies
Governance Documentation
- •Organizational structure
- •Management CVs and qualifications
- •Fit and proper declarations
- •Internal governance policies
Compliance Documentation
- •AML/CFT policies and procedures
- •Risk management framework
- •Internal control mechanisms
- •IT security policies
- •Business continuity plans
Document Requirements
- •Translation into Spanish for official documents
- •Apostille or legalization for foreign documents
- •Notarization where required
Authorization Process
Pre-Application Phase
- •Business model development
- •Corporate establishment in Spain
- •Capital arrangement and banking relationships
- •Compliance framework development
Application Submission
- •Complete documentation package to Bank of Spain
- •Regulatory fee payment
- •Formal acknowledgment
Regulatory Review
Bank of Spain evaluates:
- •Business plan viability and sustainability
- •Capital adequacy
- •Management fitness and propriety
- •Governance and compliance frameworks
- •Operational and technical readiness
Decision
- •Authorization granted (with or without conditions)
- •Or refusal with stated reasons
Post-Authorization
- •Implementation of operational systems
- •Banking relationship establishment
- •Connection to payment infrastructure
- •Supervised commencement of activities
Services Under Spanish EMI Authorization
Licensed institutions may provide:
Electronic Money Services
- •Issuance of electronic money against receipt of funds
- •Redemption at par value
- •Distribution through authorized channels
Payment Services
- •Operation of payment accounts
- •Credit transfers and standing orders
- •Direct debit collections
- •Card issuance and processing
- •Money remittance services
- •Payment initiation services (with appropriate authorization)
Advantages of Spanish EMI Licensing
Market Size
Access to one of the EU's largest consumer markets with over 47 million residents.
EU Market Access
Spanish EMI licenses enable passporting throughout the European Economic Area.
Payment Infrastructure
- •SEPA membership for efficient euro payments
- •Developed financial infrastructure
- •Strong correspondent banking relationships
Economic Environment
- •Eurozone membership
- •Developed technology sector
- •Skilled financial services workforce
Ongoing Compliance Obligations
Licensed Spanish EMIs must maintain:
Prudential Requirements
- •Capital adequacy at prescribed levels
- •Customer fund safeguarding
- •Liquidity management
Regulatory Reporting
- •Periodic returns to Bank of Spain
- •Annual audited financial statements
- •Notification of material changes
AML/CFT Compliance
- •Ongoing customer due diligence
- •Transaction monitoring
- •Suspicious activity reporting
Conduct Standards
- •Fair customer treatment
- •Transparent pricing
- •Effective complaint handling
Practical Considerations
Professional Support
Given regulatory complexity, most applicants engage:
- •Spanish legal counsel familiar with financial services regulation
- •Compliance specialists for policy development
- •Local accounting and audit support
Language Requirements
Spanish language proficiency required for regulatory interactions and official documentation.
Timeline
Bank of Spain processing times vary based on application quality and complexity. Well-prepared applications typically progress more efficiently than those requiring substantial clarification.
Banking Relationships
Corporate banking facilities with Spanish institutions should be arranged, with early engagement advisable.
Conclusion
Spanish EMI licensing provides access to one of Western Europe's largest markets while enabling EU-wide operations through passporting. The Bank of Spain's established regulatory framework provides operational certainty for licensed institutions.
Success requires thorough preparation, including comprehensive documentation, qualified management, and robust compliance frameworks. Companies should engage appropriate Spanish professional support and allow realistic timelines for regulatory review and establishment of operations.