Royal Decree-Law 24/2021, of November 2, on the transposition of European Union directives in the matters of covered bonds, cross-border distribution of collective investment undertakings, open data and reuse of public sector information, exercise of copyright and related rights applicable to certain online transmissions and retransmissions of radio and television programmes, temporary exemptions for certain imports and supplies, of consumer persons and for the promotion of clean and energy-efficient road transport vehicles

I. GENERAL PROVISIONS
HEAD OF STATE
17910 Royal Decree-Law 24/2021, of November 2, on the transposition of European Union directives in the matters of covered bonds, cross-border distribution of collective investment undertakings, open data and reuse of public sector information, exercise of copyright and related rights applicable to certain online transmissions and retransmissions of radio and television programmes, temporary exemptions for certain imports and supplies, of consumer persons and for the promotion of clean and energy-efficient road transport vehicles.

INDEX
Book One. Transposition of Directive (EU) 2019/2162 of the European Parliament and of the Council of 27 November 2019 on the issuance and public supervision of covered bonds and amending Directives 2009/65/EC and 2014/59/EU. Title I. General provisions.
Article 1. Subject matter and scope of application.
Article 2. Definitions.
Article 3. Types of covered bonds.
Article 4. Activity reservation and denomination.
Title II. Structural characteristics of covered bonds.
Chapter 1. Legal regime and guarantees of issuance.
Article 5. Legal regime of issuance.
Article 6. Guarantees of issuance.
Chapter 2. The cover pool.
Article 7. Nature and regime of the cover pool.
Article 8. Common rules for eligible cover assets.
Article 9. Special register of the cover pool.
Chapter 3. Cover and liquidity requirements.
Article 10. Cover and overcollateralization requirements.
Article 11. Liquidity cushion of the cover pool.
Article 12. Inclusion of financial derivative instruments in cover pools.
Article 13. Intragroup structures of aggregated covered bonds.
Article 14. Joint financing of issuances.
Article 15. Extendable maturity structures.
Chapter 4. Valuation of assets included in the cover pool.
Article 16. Valuation of collateral assets.
Article 17. General principles for the appraisal of physical assets securing cover assets.
Article 18. Appraisal of real estate securing mortgage loans.
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Chapter 5. Information rules.
Article 19. Information obligations to investors and disclosure.
Article 20. Alternative valuation.
Title III. Valuation companies and services.
Article 21. Valuation companies.
Article 22. Significant shareholdings in the capital of a valuation company.
Title IV. Types of covered bonds and specialities.
Chapter 1. Mortgage certificates (Cédulas hipotecarias).
Article 23. Eligible cover assets for mortgage certificates and issuance regime.
Chapter 2. Territorial certificates (Cédulas territoriales).
Article 24. Eligible cover assets for territorial certificates and issuance regime.
Chapter 3. Internationalization certificates (Cédulas de internacionalización).
Article 25. Eligible cover assets for internationalization certificates and issuance regime.
Chapter 4. Mortgage, territorial, and internationalization bonds.
Article 26. Eligible cover assets for mortgage, territorial, and internationalization bonds and issuance regime.
Chapter 5. Other covered bonds.
Article 27. Eligible cover assets for other covered bonds and issuance regime.
Title V. Secondary market.
Article 28. Transfer of covered bonds.
Article 29. Use of covered bonds as assets in reserve requirements.
Title VI. Supervision of covered bonds.
Chapter 1. Cover pool control body.
Article 30. Functions.
Article 31. Appointment and dismissal.
Article 32. Operating regime.
Chapter 2. Public supervision.
Article 33. Public supervision of covered bonds.
Article 34. Authorization for covered bond programmes.
Article 35. Communication of information to the Bank of Spain.
Article 36. Powers of competent authorities for the public supervision of covered bonds.
Article 37. Requirement to modify policies and procedures regarding the cover pool.
Article 38. Disclosure requirements.
Article 39. Cooperation obligations.
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Title VII. Bankruptcy or resolution of the issuing entity.
Chapter 1. General provisions.
Article 40. Effects of the resolution or bankruptcy of the issuing entity on the rights and obligations of the parties.
Article 41. Special administrator: appointment and replacement, and powers and responsibilities.
Chapter 2. Bankruptcy of the issuing entity.
Article 42. General provisions.
Article 43. Material segregation and transfer of cover assets in case of bankruptcy.
Article 44. Valuation of cover assets.
Article 45. Effects of the request for liquidation of the separate estate.
Article 46. Liquidation of the separate estate.
Article 47. Payment to covered bond holders and other specific creditors of the separate estate.
Chapter 3. Resolution of the issuing entity.
Article 48. Effects of the opening of resolution.
Title VIII. Sanctioning regime.
Chapter 1. General provisions.
Article 49. Nature of rules of order and discipline.
Article 50. Competent bodies, procedure, and statute of limitations.
Article 51. Information on sanctions to the European Banking Authority.
Chapter 2. Offences and sanctions applicable in relation to covered bonds.
Article 52. Classification of offences.
Article 53. Very serious offences.
Article 54. Serious offences.
Article 55. Minor offences.
Article 56. Sanctions.
Chapter 3. Offences and sanctions applicable in relation to valuation activity.
Article 57. Classification of offences.
Article 58. Very serious offences.
Article 59. Serious offences.
Article 60. Minor offences.
Article 61. Sanctions.
Book Two. Transposition of Directive (EU) 2019/1160 of the European Parliament and of the Council of 20 June 2019 amending Directives 2009/65/EC and 2011/61/EU as regards the cross-border distribution of undertakings for collective investment.
Article 62. Amendment of Law 35/2003, of 4 November, on Collective Investment Institutions.
Article 63. Amendment of Law 22/2014, of 12 November, regulating venture capital entities, other closed-ended collective investment entities, and management companies of closed-ended collective investment entities, and amending Law 35/2003, of 4 November, on Collective Investment Institutions.
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Book Three. Transposition of Directive (EU) 2019/1024 of the European Parliament and of the Council of 20 June 2019 on open data and the reuse of public sector information.
Article 64. Amendment of Law 37/2007, of 16 November, on the reuse of public sector information.
Book Four. Transposition of Directive (EU) 2019/789 of the European Parliament and of the Council of 17 April 2019 on the exercise of copyright and related rights applicable to certain online transmissions of broadcasting organisations and retransmissions of radio and television programmes, and amending Directive 93/83/EEC; and Directive (EU) 2019/790 of the European Parliament and of the Council of 17 April 2019 on copyright and related rights in the Digital Single Market and amending Directives 96/9/EC and 2001/29/EC. Title I. General provisions.
Article 65. Subject matter and scope of application.
Article 66. Definitions.
Title II. Limits to intellectual property rights in the digital and cross-border environment.
Article 67. Text and data mining.
Article 68. Use of works and other subject matter in digital and cross-border teaching activities.
Article 69. Preservation of cultural heritage.
Article 70. Pastiche.
Title III. Measures to improve licensing practices and ensure greater access to content.
Article 71. Use of works and subject matter outside the commercial circuit by cultural heritage institutions, and granting of non-exclusive authorisations for non-commercial purposes by management entities for such institutions.
Article 72. Works of visual art in the public domain.
Title IV. Measures to ensure the proper functioning of the intellectual property rights market.
Chapter 1. Certain uses of content protected by online services.
Article 73. Use of protected content by online content-sharing service providers.
Chapter 2. Fair remuneration of authors and performers in exploitation contracts.
Article 74. Principle of adequate and proportionate remuneration.
Article 75. Transparency obligation.
Title V. Online transmissions by broadcasting organisations and retransmissions of radio and television programmes.
Chapter 1. Online ancillary services of broadcasting organisations.
Article 76. Application of the 'country of origin' principle to online ancillary services.
Chapter 2. Retransmission of television and radio programmes.
Article 77. Exercise of retransmission rights by right holders other than broadcasting organisations.
Article 78. Exercise of retransmission rights by broadcasting organisations.
Chapter 3. Transmission of programmes by direct injection.
Article 79. Transmission of programmes by direct injection.
Title VI. Amendment of the consolidated text of the Intellectual Property Law, approved by Royal Legislative Decree 1/1996, of 12 April.
Article 80. Amendment of the consolidated text of the Intellectual Property Law, approved by Royal Legislative Decree 1/1996, of 12 April.
Book Five. Transposition of Council Directive (EU) 2021/1159 of 13 July 2021 amending Directive 2006/112/EC as regards the temporary exemptions relating to imports and certain supplies, in response to the COVID-19 pandemic.
Article 81. Amendment of Law 37/1992, of 28 December, on Value Added Tax.
Book Six. Transposition of Directive (EU) 2019/2161 of the European Parliament and of the Council of 27 November 2019 amending Council Directive 93/13/EEC and Directives 98/6/EC, 2005/29/EC and 2011/83/EU of the European Parliament and of the Council as regards the better enforcement and modernisation of Union consumer protection rules.
Article 82. Amendment of the consolidated text of the General Law for the Defence of Consumers and Users and other complementary laws, approved by Royal Legislative Decree 1/2007, of 16 November.
Article 83. Amendment of Royal Legislative Decree 1/2007, of 16 November, approving the consolidated text of the General Law for the Defence of Consumers and Users and other complementary laws.
Article 84. Amendment of Law 3/1991, of 10 January, on Unfair Competition.
Article 85. Amendment of Law 7/1996, of 15 January, on the Regulation of Retail Trade.
Book Seven. Transposition of Directive (EU) 2019/1161 of the European Parliament and of the Council of 20 June 2019 amending Directive 2009/33/EC on the promotion of clean and energy-efficient road transport vehicles.
Article 86. Subject matter and purpose.
Article 87. Scope of application.
Article 88. Definitions.
Article 89. Excluded vehicles.
Article 90. Minimum objectives for public procurement and their distribution.
Article 91. Cooperation and information obligations.
Additional Provision First. Mortgage participations.
Additional Provision Second. Mortgage transfer certificates.
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Additional Provision Third. Common regime for mortgage participations and mortgage transfer certificates.
Additional Provision Fourth. Instruments for the mobilisation of credits or loans secured by first-ranking movable mortgages or first-ranking pledges without displacement.
Transitional Provision First. Transitional regime for titles issued prior to the entry into force of Book One of this Royal Decree-Law.
Transitional Provision Second. Allocation of cover assets to titles issued prior to the entry into force of Book One of this Royal Decree-Law.
Transitional Provision Third. Adaptation of the liquidity cushion.
Transitional Provision Fourth. Transitional regime for the exercise of retransmission rights by right holders other than broadcasting organisations and for the transmission of programmes by direct injection. Final Provision First. Amendment of the Civil Code. Final Provision Second. Amendment of the consolidated text of the Law on Property Transfer Tax and Documented Legal Acts, approved by Royal Legislative Decree 1/1993, of 24 September. Final Provision Third. Amendment of Royal Decree-Law 19/2018, of 23 November, on payment services and other urgent measures in financial matters. Final Provision Fourth. Amendment of the consolidated text of the Bankruptcy Law, approved by Royal Legislative Decree 1/2020, of 5 May. Final Provision Fifth. Amendment of Law 9/2017, of 8 November, on Public Sector Contracts, which transposes into the Spanish legal order Directives 2014/23/EU and 2014/24/EU of the European Parliament and of the Council of 26 February 2014. Final Provision Sixth. Normative references. Final Provision Seventh. Competence titles. Final Provision Eighth. Incorporation of European Union law. Final Provision Ninth. Development powers. Final Provision Tenth. Entry into force.

I
The timely transposition of European Union directives is a fundamental objective of the European Council. To this end, the European Commission submits periodic reports to the Competitiveness Council, which are given high political value due to their function of measuring the effectiveness and credibility of Member States in implementing the internal market. Compliance with this objective is of utmost priority, given the scenario established by the Treaty of Lisbon of 2007, which amends the Treaty on European Union and the Treaty establishing the European Community, regarding failures to transpose directives in time. In such cases, the Commission may request the Court of Justice of the European Union to impose significant financial penalties in an accelerated manner (Article 260.3 of the Treaty on the Functioning of the European Union – TFEU). Spain has consistently met transposition objectives within committed timeframes since they were established. However, in recent years, events such as the repetition of general elections in 2019, with the consequent dissolution of the Cortes Generales, the existence of a caretaker government for a prolonged period, as well as the onset of the COVID-19 pandemic in 2020, explain the accumulation of delays in transposing certain directives, which require a law with the rank of law for their incorporation into the internal legal order. This is the case for the Directives whose transposition constitutes the object of this Royal Decree-Law, as all of them are at risk of fines based on Article 260.3 of the TFEU. In this regard, directives for which less than 3 months remain until the expiry of their transposition deadline and which require, at least, a law with the rank of law for transposition, provided that such law has not yet begun its parliamentary processing, should be considered at risk of fines; as well as all those directives for which the European Commission has already opened an infringement procedure due to the expiry of their transposition deadline. As a recent example of the economic consequences that may arise from these delays, the judgment of the CJEU of 25 February 2021 against Spain (Case C-658/19) for delay in transposing Directive (EU) 2016/680 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data by competent authorities for the purposes of prevention, investigation, detection or prosecution of criminal offences or the execution of criminal penalties, and on the free movement of such data, must be noted; condemning the payment of 15 million euros as a lump sum plus 8,099,000 euros as a coercive fine. Given the gravity of the consequences of continuing to delay the incorporation of such directives into the Spanish legal order, it is necessary to resort to the approval of a Royal Decree-Law to proceed with such transposition, which will allow closing the infringement procedures opened by the European
Commission. With regard to the existence of "infringement proceedings against the Kingdom of Spain", it should be noted that despite the optional nature provided for in Article 260.3 of the Treaty on the Functioning of the European Union, in its Communication of 13 December 2016, "EU Law: Better Results through Better Application", the Commission announced a change in approach, moving to systematically request the lump sum. The logical consequence of the lump sum approach is that, in cases where a Member State remedies the infringement by transposing the directive during the course of an infringement procedure, the Commission will no longer withdraw its action solely for that reason and will in any case request the CJEU to impose the lump sum. As a transitional provision, the Commission has indicated that it will not apply this new practice to procedures whose letter of formal notice is prior to the publication of said communication in the Official Journal of the European Union, which took place on 19 January 2017. Consequently, it is of extraordinary and urgent necessity to proceed with transposition before the application is formalized before the Court of Justice, thereby avoiding a judicial procedure that would end with a judgment declaring the Kingdom of Spain's failure to comply with its obligations under EU law. Regarding the use of the Royal Decree-Law, the Constitutional Court has declared that the situation of extraordinary and urgent necessity that requires, as an enabling premise, Article 86.1 of the Spanish Constitution, can be deduced "from a plurality of elements", among them, "those reflected in the statement of reasons of the norm" (STC 6/1983, of 4 February). For its part, between the situation of extraordinary and urgent necessity that enables the use of the Royal Decree-Law and the measures contained therein, there must be a "direct relationship or congruence". Therefore, for the concurrence of the premise of extraordinary and urgent necessity, STC 61/2018, of 7 June, (FJ 4), requires, on the one hand, "the explicit and reasoned presentation of the reasons that have been taken into account by the Government for its approval", that is, what has come to be called the situation of urgency; and, on the other hand, "the existence of a necessary connection between the defined situation of urgency and the concrete measure adopted to address it" (SSTC 29/1982, of 31 May, FJ 3; 182/1997, of 20 October, FJ 3; and 137/2003, of 3 July, FJ 4). The Royal Decree-Law constitutes a constitutionally lawful instrument, provided that the purpose justifying urgent legislation is, as repeatedly required by our Constitutional Court (Judgments 6/1983, of 4 February, F. 5; 11/2002, of 17 January, F. 4; 137/2003, of 3 July, F. 3; and 189/2005, of 7 July, F. 3), to address a concrete situation, within governmental objectives, which for reasons difficult to foresee requires immediate normative action within a shorter timeframe than that required by the
normal route or by the urgency procedure for the parliamentary processing of laws, especially when the determination of said procedure does not depend on the Government. On the other hand, regarding the figure of the Royal Decree-Law as a transposition instrument, it should be noted that the Constitutional Court in its Judgment 1/2012, of 13 January, validates the concurrence of the enabling premise of extraordinary and urgent necessity of Article 86.1 of the Spanish Constitution when there is "patent delay in transposition" and the existence of "infringement proceedings against the Kingdom of Spain". Likewise, it should be noted that the Council of State, in its report on the insertion of European law into the Spanish order, of 14 February 2008, considers that, although it should not become an ordinary mechanism for incorporating directives, it is justified considering, for example, "the deadline set by the community norm, the need to give an urgent response to certain circumstances, or the existence of a declaration of non-compliance by the Court of Justice of the European Communities". Furthermore, Judgment of the Constitutional Court 199/2015, of 24 September, declared in the matter of transversal decrees-laws that "the concurrence of urgency and necessity must be analyzed for each provision, because only in this way can an appropriate examination be carried out on the meaningful connection between the defined situation of urgency and the concrete measure adopted to address it". Likewise, in relation to the diversity of fields and matters that this Royal Decree-Law regulates, it is considered necessary to highlight that the Constitutional Court, in Judgment 136/2011, of 13 September, declared that the dogma of the desirable homogeneity of a legislative text... [Text cuts off]