Buy a licensed payment institution in Spain or a currency exchange house

The case, in five lines

What is brought

Prior notification to the Banco de España (Spain's central bank) of the acquisition of a qualifying holding in a payment institution or an electronic money institution (article 17.2 of Royal Decree-Law 19/2018, RDL 19/2018, and article 21 of Law 21/2011), together with the fit and proper file for the new directors for the Registro de Altos Cargos (the register of senior officers). In a currency exchange house that buys and sells banknotes, a subsequent report of the share transfer and of the new directors (Banco de España Circular 6/2001, seventh rule). If the Banco de España objects, a recurso de alzada (administrative appeal) and then a judicial review claim.

Before which court

The Banco de España assesses and decides, after a report from SEPBLAC, Spain's financial intelligence unit (article 18.1 of Law 10/2014). Its objection does not exhaust administrative remedies: it is appealed by recurso de alzada to the Minister for the Economy, today the Ministerio de Economía, Comercio y Empresa, the Ministry of Economy, Trade and Business (article 2.2 of Law 13/1994), and the Minister's decision is challenged before the Sala de lo Contencioso-administrativo (Contentious-Administrative Chamber) of the Audiencia Nacional (National High Court), in sole instance (article 2.3), with no prior attempt at negotiation. Contractual disputes with the seller go to the Tribunal de Instancia (Court of First Instance), after the prior attempt at negotiation required by article 5 of Organic Law 1/2025.

Deadline

Acknowledgement of receipt within two working days and 60 working days from the acknowledgement to object, with a single suspension of up to 20 working days, or 30 if the buyer is from outside the Union or is not supervised; if the Banco de España does not decide, there is no objection (articles 25 and 26 of Royal Decree 84/2015). Currency exchange house that buys and sells banknotes: ten working days from the entry in the share register and one month for directors. Recurso de alzada within one month of notification of the objection; judicial review within two months from the day after notification of the Minister's decision (article 46.1 of the LJCA, the Contentious-Administrative Jurisdiction Act).

Who can bring it

The notification is made by the proposed acquirer, whether an individual or a company, acting alone or in concert with others, including where the acquisition is indirect, through a parent company; the seller gives prior notice of its exit or reduction, and the institution reports as soon as it becomes aware (article 29.1 of Royal Decree 736/2019). We file as representatives under a power of attorney, without using the client's digital certificate; each declarant signs their own personal forms. The appeal is brought by the acquirer to whom the Banco de España has objected.

Financial risk

Closing without notifying, before the assessment ends or despite an objection leaves the shares without voting rights, renders the votes void, allows the institution to be placed under intervention, forces the holding to be reduced at the risk of revocation and is a very serious infringement (articles 20 and 92.m of Law 10/2014; article 29.3 of Royal Decree 736/2019). The company also remains the same legal person and answers for its past: revocation for inactivity (twelve months without use or six months of interruption in a payment institution, twelve in a currency exchange house) and any infringements it has committed, which become time-barred after five years if very serious.

The licence is not for sale: you buy the company that holds it

A Banco de España authorisation is granted to a specific company for specific services: a payment institution's authorisation sets out the activities it may carry on, in line with the programme of operations it filed (article 1.1 of Royal Decree 736/2019). That is why there is no such thing as "buying the licence" as a separate asset. What you buy are the shares of the company that holds it, and the Banco de España examines whoever comes in. If the plan is to move the business into another company, by merger, demerger or a full or partial transfer of assets and liabilities, the transaction needs prior authorisation from the Banco de España (article 7.1 of Royal Decree 736/2019).

The second check is whether the company is fit for what you want to do. An institution authorised only for money remittance has a minimum capital of 20,000 euros; if you want accounts, cards or acquiring, you will need to extend the authorisation and reach 125,000 (article 19.1 of RDL 19/2018). A small payment institution (an "exempt" one) has no EU passport and is capped at average payment transactions of 3,000,000 euros a month; if it exceeds that, it has 30 calendar days to apply for authorisation (article 14 of RDL 19/2018). Buying a small payment institution in order to grow does not save you the authorisation: it only postpones it.

With a currency exchange house, you first need to know which authorisation it holds. Anyone who acquires the premises of a holder authorised only to buy banknotes, by assignment of the premises, transfer of the business, merger or demerger, needs a new authorisation (Circular 6/2001, first rule, paragraph 4). And a house that only buys cannot start selling with what it has: selling banknotes requires a further authorisation and compliance with article 4.2 of Royal Decree 2660/1998, which calls for a sociedad anónima with an exclusive corporate purpose, unless it is a payment institution, and 60,000 euros of capital paid up in cash in registered shares. How to apply from scratch is covered in our case on opening a currency exchange house.

When you must notify the Banco de España beforehand and when afterwards

A qualifying holding in a payment institution is one that reaches, directly or indirectly, 10% of the capital or voting rights, or that, without reaching that figure, allows significant influence over the institution (article 17.1 of RDL 19/2018); the power to appoint or remove a director counts as significant influence (article 2.1.m of Royal Decree 736/2019). Anyone who has decided to acquire such a holding, or to increase it to 20%, 30% or 50% or to control, must notify the Banco de España in advance and in writing, stating the intended size of the holding and providing the relevant information (article 17.2). Your 8% partner with the right to appoint a director is not left out: they fall within the assessment.

Two details make the obligation wider than people think. Indirect holdings count: buying the foreign parent of a Spanish payment institution, or a chain of intermediate companies, triggers a notification in Spain even if nobody signs anything in Madrid. And acting in concert counts: investors acting together are treated together (article 17 of Law 10/2014, applicable through article 17.5 of RDL 19/2018). The transaction also binds the seller, who must give prior notice of its exit or of falling below those thresholds (article 21 of Law 10/2014), and the institution, which reports as soon as it becomes aware (article 29.1 of Royal Decree 736/2019). The same rules apply to an electronic money institution, with 60 working days from the acknowledgement (article 21 of Law 21/2011).

In a currency exchange house that buys and sells banknotes there is no prior non-objection. The company reports to the Banco de España, no later than ten working days after the entry in the register of registered shares, any transfers that reach or cross 10% or give significant influence, and afterwards every net change of at least 5%; each January it sends the list of shareholders with 5% or more, and new directors and the general manager are declared within one month (Circular 6/2001, seventh rule). What nobody tells you: the good repute of shareholders and directors is a requirement both to obtain and to keep the authorisation (article 4.1 of Royal Decree 2660/1998), and losing a condition is a ground for revocation (article 9.1.c). With no prior control, you carry that risk yourself after paying.

What the Banco de España assesses: buyer, directors, money and plan

The Banco de España, after a prior report from SEPBLAC, assesses the suitability of the acquirer and the financial soundness of the transaction in order to ensure sound and prudent management of the institution (article 18.1 of Law 10/2014). The criteria are set out in the regulation (article 25.1 of Royal Decree 84/2015): the commercial and professional good repute of the buyer, the suitability of the directors who will run the institution after the purchase, the buyer's financial soundness to meet its commitments, the institution's ability to keep complying on a lasting basis, within a group that allows effective supervision, and the absence of any indication of money laundering or terrorist financing, including any added risk the purchase may bring.

Good repute is assessed on all the information available (article 30 of Royal Decree 84/2015): track record with supervisors, dismissals and removals from office, personal solvency, criminal convictions and administrative sanctions, taking into account their seriousness, whether they are final and how they relate to the role, and relevant investigations. A criminal record certificate is provided for each person assessed, and the Banco de España checks the sanctions databases of the European supervisory authorities. In practice, where a purchase most often stalls is the source of funds: the purchase money must be traceable to its origin, with documents, because financing that cannot be explained runs head-on into the criterion of no indication of money laundering.

If control is to be exercised by someone from outside the Union, such as your Colombian group, the Banco de España may require those in control to provide a guarantee covering the institution's entire payments business (article 17.3 of RDL 19/2018). New directors and general managers need good repute, knowledge and experience, and are entered in the Registro de Altos Cargos before taking office: the appointment is notified within fifteen working days and the Banco de España has three months to assess it, with a positive assessment deemed given if it does not decide (articles 5.1 and 5.7 of Royal Decree 736/2019). That is why the new directors' files are prepared alongside the notification, not after closing.

The clock: 60 working days, one suspension and silence in your favour

The Banco de España acknowledges receipt in writing within two working days if the notification is complete; if information is missing, it asks for it to be completed within ten days, warning that otherwise the notification will be treated as withdrawn. From the acknowledgement it has 60 working days to object (article 25.3 of Royal Decree 84/2015). It may ask for additional information before the 50th working day and suspend the clock only once, for up to 20 working days, or up to 30 if the acquirer is from outside the Union or is not supervised in Spain or the Union (articles 25.4 and 26 of Royal Decree 84/2015). SEPBLAC has 30 working days to send its report. The Banco de España's online procedure page for this filing provides for no fee.

What almost nobody takes advantage of: if the Banco de España does not decide within those 60 working days, there is deemed to be no objection (article 25.5 of Royal Decree 84/2015), and it cannot make the size of the holding a condition either (article 25.6). This is silence in the buyer's favour, the opposite of a new licence, where silence means refusal. With the suspension, it comes to some three or four calendar months from a complete notification (somewhat longer if the buyer is from outside the Union, because the suspension can run to 30 working days), compared with the three months for a new authorisation that only start once the file is complete, plus incorporation and registration. Buying can be faster and more predictable, but only if the notification is complete on day one.

The contract is built around that clock. It is signed subject to a condition precedent: express non-objection or expiry of the period without objection, with a long-stop date and the seller's undertaking to carry on business in the ordinary course in the meantime. The shares are not transferred, voted or used to appoint directors until the condition is met, because acquiring before the assessment ends has the same effects as not notifying at all (article 20 of Law 10/2014). The 40% up front the seller is asking for is only acceptable if it is held in escrow, or with an agreed refund if the Banco de España objects.

Regulatory due diligence: what you inherit with the company

The first thing is to establish whether the authorisation is still alive. A payment institution's authorisation may be revoked if it is not used within twelve months or if the business is in fact interrupted for more than six; once revocation is notified, no new transactions may be started and "entidad de pago" (payment institution) must be removed from the company name (article 18 of RDL 19/2018). A currency exchange house's authorisation may be revoked if it does not start operating within twelve months of registration, in which case a hearing is enough, or if it interrupts the business for more than twelve months, and revocation takes effect immediately (article 9 of Royal Decree 2660/1998). Your target, with no transactions since March, has already passed the six months: before signing you need to know what the Banco de España knows and prepare the restart.

Next, what the company carries with it. Very serious infringements become time-barred after five years and serious ones after four, and for continuing conduct the period starts when it ends (article 95 of Law 10/2014): a breach by the seller can be sanctioned once you are already the owner. You ask for all open requests for information, inspections and proceedings, such as the one on its agents; you check that minimum capital and own funds are met at all times and that client funds are held in a segregated account or covered by insurance or a guarantee (articles 19 and 21 of RDL 19/2018) and, in a house that buys and sells banknotes, that its net worth has not fallen below 60,000 euros (Circular 6/2001, sixth rule, paragraph 1). As for agents, the institution is fully liable for what they do (article 23.5 of RDL 19/2018).

Anti-money laundering is the other inheritance. A payment institution, including a small one, must undergo an annual review by an external expert (article 28 of Law 10/2010), and the latest report tells you more than any manual. In a small currency exchange house, from 28 October 2026 a representative to SEPBLAC must be appointed, with a deadline to notify the appointment of 28 July 2027 (Royal Decree 813/2026). And the bank account: the Court of Justice of the European Union has accepted that a bank may apply its own customer due diligence to a payment institution client and its agents, in proportion to the risk (Case C-235/14, judgment of 10 March 2016), and your target's bank has already said it will do so. Written confirmation that it will keep the safeguarding account open should be a condition of closing; if the bank closes it, we deal with that in our case on refused or closed bank accounts.

If the Banco de España objects, or if the deal closes too early

Acquiring without notifying, before the assessment ends or despite an express objection has automatic consequences: the voting rights attached to those shares cannot be exercised, any votes cast are void and resolutions in which they were decisive may be challenged by the Banco de España itself; if necessary, the institution is placed under intervention or its directors are replaced (article 20 of Law 10/2014). In a payment institution, the Banco de España also requires the holding to be reduced and, if that is not done within the period it sets, may open revocation proceedings (article 29.3 of Royal Decree 736/2019). It is also a very serious infringement (article 92.m of Law 10/2014, through the cross-reference in article 17.5 of RDL 19/2018).

An objection is challenged like any other supervisory act of the Banco de España: it does not exhaust administrative remedies, so it goes by recurso de alzada to the Minister for the Economy, today the Ministerio de Economía, Comercio y Empresa, within one month of notification (article 2.2 of Law 13/1994; article 122.1 of Law 39/2015, the Administrative Procedure Act, LPAC). The Ministry has three months to decide, and its decision can be challenged by judicial review within two months before the Audiencia Nacional, in sole instance (article 2.3 of Law 13/1994; article 46.1 LJCA), where we act together with a procurador (court agent). A recurso de reposición (request for reconsideration) is not available, and the prior attempt at negotiation under article 5 of Organic Law 1/2025 is not required, as it applies only in civil and commercial cases. The detail is in our case on licence requests for information and refusals.

It is often faster to fix the problem than to litigate: if the objection rests on an unsuitable director, poorly documented financing or an opaque group, it is corrected and a fresh notification is filed, while the appeal protects your position. With the seller, by contrast, the dispute is civil and commercial: if the contractual representations were untrue, for example a hidden sanction or undisclosed inactivity, the claim goes to the Tribunal de Instancia, and before suing, the attempt at negotiation under article 5 of Organic Law 1/2025 is required. That is why the warranties are backed by holding back part of the price: it is far easier not to pay than to recover what has been paid.

How we run the case, step by step

1. 1

   We classify the transaction before the price is negotiated

   Which authorisation the company holds and for which services, whether you are buying shares or the business, what percentage and who has influence, and whether prior notification is needed or a subsequent report is enough.

2. 2

   We review what you are going to inherit

   Activity over the last twelve months, requests for information, inspections and proceedings, capital and own funds, safeguarding, agents, the external anti-money laundering review and bank accounts.

3. 3

   We draft the contract around the Banco de España's timetable

   A non-objection condition precedent with a long-stop date, ordinary course of business until closing, regulatory representations, the price held in escrow or retained, and an indemnity for sanctions relating to the period before the purchase.

4. 4

   We prepare and file the prior notification

   As your representatives under a power of attorney, without using your digital certificate: ownership chain, source of funds, financial soundness, the institution's plan after the purchase and the suitability of the new directors, who sign their own forms.

5. 5

   We take the assessment through to closing

   We answer the request for additional information within the suspension, track the 60 working days and, after non-objection, handle closing and the Registro de Altos Cargos; for a currency exchange house that buys and sells banknotes, the ten-working-day report signed by its director.

6. 6

   If there is an objection, we appeal or restructure

   A recurso de alzada to the Minister for the Economy within one month and the Audiencia Nacional within two months or, if faster, a fresh notification correcting whatever led to the objection.

The law that applies

• Arts. 17 y 18 RDL 19/2018. Qualifying holding from 10% or with significant influence; prior written notification of the acquisition and of increases to 20%, 30% or 50% or to control; a guarantee where control lies outside the Union; revocation for not using the authorisation within twelve months or interrupting the business for more than six. BOE-A-2018-16036
• Arts. 16, 17, 18, 20 y 21 Ley 10/2014. Qualifying holdings regime applicable to payment institutions: prior notification, assessment by the Banco de España with a report from SEPBLAC, the effects of acquiring without notice, too early or despite an objection, and prior notification of a reduction. BOE-A-2014-6726
• Arts. 25, 26 y 30 RD 84/2015. Criteria for assessing the acquirer; 60 working days from the acknowledgement; a single suspension of up to 20 working days, or 30 outside the Union; silence as non-objection; good repute assessed on criminal records, track record and sanctions. BOE-A-2015-1455
• Arts. 5, 7 y 29 RD 736/2019. Registro de Altos Cargos before taking office, with fifteen working days to notify and three months for assessment; prior authorisation of mergers, demergers and transfers; information on the shareholder structure and a requirement to reduce an irregular holding, with possible revocation. BOE-A-2019-18425
• Art. 21 Ley 21/2011. For an electronic money institution, prior notification of the acquisition or disposal of qualifying holdings and 60 working days from the acknowledgement of receipt to object. BOE-A-2011-12909
• Arts. 4 y 9 RD 2660/1998. Requirements to obtain and keep a currency exchange authorisation, including the good repute of shareholders and directors and, to sell banknotes, a sociedad anónima with 60,000 euros; grounds for revocation, such as twelve months of inactivity or failure to meet the conditions. BOE-A-1998-28816
• Circular 6/2001 del Banco de España, normas primera.4, sexta y séptima. A new authorisation for anyone acquiring the premises of a buy-only holder; minimum capital maintained as net worth at all times; for a house that buys and sells banknotes, reporting within ten working days of share transfers of 10% and within one month of new directors. BOE-A-2001-21296
• Art. 2 Ley 13/1994, de Autonomía del Banco de España. Acts of the Banco de España outside its monetary functions are appealed to the Minister for the Economy, and the Audiencia Nacional hears, in sole instance, challenges to the Minister's decision. BOE-A-1994-12553

Each article checked against the consolidated text published in the BOE (the Spanish official gazette).

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