Resolution of 23 September 2016 by the National Securities Market Commission Modifying Annex I of the Resolution of 16 November 2011 Creating and Regulating the CNMV Electronic Registry

OFFICIAL STATE GAZETTE
No. 235 Thursday 29 September 2016 Sec. I. Page 69753
I. GENERAL PROVISIONS
NATIONAL SECURITIES MARKET COMMISSION
8874 Resolution of 23 September 2016, of the National Securities Market Commission, modifying Annex I of the Resolution of 16 November 2011, creating and regulating the Electronic Registry of the National Securities Market Commission.

The second section of the Resolution of 16 November 2011, of the National Securities Market Commission (CNMV), creating and regulating the CNMV Electronic Registry, provides for the approval and modification of the list of requests, writings, and communications corresponding to specific services, procedures, and formalities that, in accordance with Article 24.2(a) of Law 11/2007 of 22 June on Electronic Access of Citizens to Public Services, may be submitted to the CNMV Electronic Registry. Annex I of said Resolution contains the list of formalities using standardized electronic documents that may be submitted to the CNMV Electronic Registry.

This Annex I was previously modified by the Resolutions of 28 February 2012, 31 October 2012, 4 October 2013, and 12 March 2014, of the CNMV.

Articles 34 and 36 of the Consolidated Text of the Securities Market Law approved by Royal Legislative Decree 4/2015 of 23 October, and Article 11 of Royal Decree 1310/2005 of 4 November, which partially develops Law 24/1988 of 28 July on the Securities Market regarding admission to trading of securities on official secondary markets, public offers for sale or subscription, and the prospectus required for such purposes, establish the prior compliance with the following information requirements: a) the submission and registration with the CNMV of documents accrediting that the issuer and the securities are subject to the applicable legal regime; b) the submission and registration with the CNMV of the issuer's annual accounts; and c) the submission, approval, and registration with the CNMV of an informative prospectus, as well as its publication.

Furthermore, Commission Delegated Regulation (EU) 2016/301 of 30 November 2015, supplementing Directive 2003/71/EC of the European Parliament and of the Council as regards regulatory technical standards for the approval and publication of the prospectus and the dissemination of advertising, and amending Commission Regulation (EC) No 809/2004, determines that all versions of the prospectus, as well as necessary documents, must be submitted by interested parties in an electronic format that allows for searching. This implies an obligation for interested parties to submit extensive documentation, the sending and processing of which must be carried out on computer media. Therefore, for reasons of speed and efficiency, it is appropriate to facilitate that interested parties interact with the CNMV through electronic means, so that the sending of these documents to the CNMV is carried out via its Electronic Registry, as a standardized electronic document, through the CIFRADOC/CNMV service.

Likewise, the recent entry into force of numerous norms creating and developing new types of entities and new formalities before the CNMV, such as the publication of Law 22/2014 of 12 November regulating venture capital entities, other closed-end collective investment institutions, and management companies of closed-end collective investment institutions, and modifying Law 35/2003 of 4 November on Collective Investment Institutions, and Royal Decree 83/2015 of 13 February modifying Royal Decree 1082/2012 of 13 July approving the implementing regulation of Law 35/2003 of 4 November on Collective Investment Institutions, to adapt to various European Union norms, and in particular its Final Provision establishing that the form of information submission may be electronic, advise the incorporation of a new procedure to expedite the presentation of registration documentation for entities in a classified manner, according to the type of administrative file and the unit responsible for processing it, and all documents required by applicable legislation for incorporation into the official registers of entities subject to supervision, with the sending of these documents to the CNMV carried out via its Electronic Registry, as a standardized electronic document, through the CIFRADOC/CNMV service.

On the other hand, Article 25 bis of Royal Decree 1082/2012 of 13 July and Article 70 of Law 22/2014 of 12 November establish the obligations for periodic information reporting to the CNMV by management companies to which the Alternative Investment Fund Managers Directive (AIFMD) applies. Additionally, the Guidelines on information obligations under Articles 3(3)(d) and 24(1), (2), and (4) of the AIFMD, published on 08.08.2014 by the European Securities and Markets Authority (ESMA), which apply in relation to Article 3(3)(d) and Article 24(1), (2), and (4) of Directive 2011/61/EU (the AIFMD), and Article 110 of Regulation 231/2013 (the Regulation) implementing the AIFMD, establish the submission of standardized information by electronic means; therefore, the sending of this information to the CNMV will be carried out to its Electronic Registry, as a standardized electronic document, through the CIFRADOC/CNMV service.

It is therefore appropriate to modify again Annex I of the Resolution of 16 November 2011, of the CNMV, in order to incorporate these three new procedures.

For all the above reasons, I resolve:

First.
The following procedures are incorporated into the list of Annex I of the Resolution of 16 November 2011, of the CNMV, modified by the Resolutions of 28 February 2012, 31 October 2012, 4 October 2013, and 12 March 2014 of the CNMV:

Code Description
EEA Issuance and Admission File.
EXD Documentation of Entity Files.
FIA Alternative Investment Fund Information.

The standardized communication model for completing the EEA procedure must contain the following fields: identification data of the interested party, contact data, subject matter, and files to attach. The aforementioned files will correspond to the prospectuses, as well as the documents necessary for the processing of issuance, admission, and public offer files for securities, as collected in applicable legislation. These documents, which are incorporated into the procedure, must be originals signed, either electronically or manually, by the person or persons authorized to do so; those signed on paper support will be incorporated into the procedure after digitization by the CNMV.

The standardized communication model for completing the EXD procedure will allow attaching, in a classified manner according to the type of administrative file and the unit responsible for processing it, all documents required by applicable legislation for incorporation into the official registers of entities subject to supervision.

The standardized communication model for completing the FIA procedure must contain the information determined in Annex IV of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012, supplementing Directive 2011/61/EU of the European Parliament and of the Council as regards exemptions, general conditions for the exercise of activity, depositaries, leverage, transparency, and supervision. With the aim of facilitating the exchange of information between competent authorities provided for in Articles 25 and 53 of said Directive, the European Securities and Markets Authority (ESMA) has published the template that homogenizes the submission of information by management companies to competent authorities, along with the technical guide for information technology departments and the XSD schemas that facilitate the standardization of information submissions.

Annex I of the Resolution of 16 November 2011 of the CNMV, as modified, is incorporated as an annex to this Resolution.

Single Final Provision.
This provision shall enter into force on the day following its publication in the Official State Gazette.

Madrid, 23 September 2016.–The President of the National Securities Market Commission, María Elvira Rodríguez Herrer.

ANNEX I
Of the Resolution of 16 November 2011, of the CNMV modified by the Resolutions of 28 February 2012, 31 October 2012, 4 October 2013, 12 March 2014, and 23 September 2016, of the CNMV

Procedures using standardized electronic documents

Code Description
ADA Supplementary certifications for admissions.
ALR Objections from entities claimed by investors.
CAA Audited annual accounts of listed companies.
CAE Audited annual accounts and Supplementary Report of Management Companies for Collective Investment Institutions (ESI) and their consolidatable groups.
CAG Audited annual accounts of Management Companies for Collective Investment Institutions (SGIIC).
CAI Audited annual accounts of Collective Investment Institutions (IIC).
CDD Public offer dissemination tables.
CAP Communication of own shares (treasury shares).
CDT Communication of Transactions.
CFP Final Conditions of Promissory Notes.
COS Communication of Suspicious Transactions.
CSI Directors of Investment Companies.
ECI Accounting and statistical statements of Management Companies for Collective Investment Institutions (SGIIC).
ECR Financial statements of Venture Capital Entities.
ECS Financial statements of consolidatable groups of Securities Companies and Agencies.
EEA Issuance and Admission Files.
EEI Statistical statements of foreign Collective Investment Institutions (IIC).
EFF Financial statements of Real Estate Investment Funds and Companies.
EFI Financial statements of Securities Investment Funds and Companies.
EFS Financial statements of Securities Companies and Agencies and Portfolio Management Companies.
EGC Accounting and statistical statements of Management Companies for Venture Capital Entities.
EIT Extracts of Valuation Reports.
ERI Statutes and regulations of Collective Investment Institutions (IIC).
ESR Statements of reserved and public information of Governing Companies.
EXD Documentation of Entity Files.
FAB Periodic information of Bank Asset Funds.
FAI Internal audit function.
FIA Alternative Investment Fund Information.
FOI Prospectuses of Collective Investment Institutions (IIC).
FTA Securitization Fund Reports.
HSR Significant or Relevant Event.
IAA Annual self-assessment report of Management Companies for Collective Investment Institutions (ESI) and their consolidatable groups.
ICI Internal control report of Management Companies for Collective Investment Institutions (ESI) and their consolidatable groups.
IEE EAFI Expert Report for natural persons.
IGC Annual Corporate Governance Report.
IPA Auditor's report on the protection of assets of Management Companies for Collective Investment Institutions (ESI) and financial entities.
IPE Periodic Reports of Collective Investment Institutions (IIC).
IPP Periodic Public Information (quarterly and semi-annual) of Issuer Entities of securities admitted to trading.
IRC Report on Directors' Remuneration.
IRE Annual reserved information of Management Companies for Collective Investment Institutions (ESI).
ISD Semi-annual Depositary Reports.
NDA Daily trading of the AIAF market.
NVI Note of Individual Fixed Income Issuance Securities.
OIF Statistical statements on assets and liabilities of Collective Investment Institutions (IIC) in the EU.
PCO Notification of short positions.
PGE Placement of Promissory Notes.
PSC Significant Participations in Listed Companies.
PSI Significant Participations in Collective Investment Institutions (IIC).
REC Collective claims by investors.
RIX Register of Foreign Collective Investment Institutions (IIC).
RPE Representatives of Investment Service Companies.
SCM Request for exception to notify Significant Participations applicable to market makers.
SLT Request for authorization for Fee Settlement via telematics.
TAR Tariff Information Prospectus.
TAS Fee Settlement via telematics.
TIT Information on Securitization Management Companies.
UME Statistical information for the European Monetary Union.
WAR Characteristics of Warrants grouped in an issuance.
ZZZ Sending of a document with free format.