Banco de España licence refused or request for information

The case, in five lines

What is brought

Reply to the Banco de España's request to remedy defects or for information (articles 68 and 73 of Law 39/2015, LPAC), submissions at the hearing before refusal (article 82 LPAC) and, if the application is refused expressly or by silence, a recurso de alzada (administrative appeal) to the Minister for the Economy (article 2.2 of Law 13/1994) and a judicial review claim before the Audiencia Nacional (National High Court). Alternatives: withdraw and reapply, or change route (registration as an entidad de pago exenta, an exempt or small payment institution).

Before which court

The file is handled by the Banco de España's División de Autorizaciones (Authorisations Division). The decision is taken by the Comisión Ejecutiva (Executive Committee) for a payment institution, and by the secretario general (Secretary General) for a bureau de change, under delegation from the Executive Committee, and for a small payment institution. SEPBLAC (Spain's financial intelligence unit) reports beforehand, except for the small payment institution. The administrative appeal is decided by the Minister for the Economy (today the Ministerio de Economía, Comercio y Empresa, the Ministry of Economy, Trade and Business) and judicial review, in sole instance, by the Sala de lo Contencioso-administrativo (Contentious-Administrative Chamber) of the Audiencia Nacional (article 2.3 of Law 13/1994), not by the Tribunal Superior de Justicia de Madrid (Madrid High Court of Justice).

Deadline

Request: whatever the letter sets; as a rule, ten working days from the day after notification, extendable by up to half if requested before expiry (articles 68, 73 and 32 LPAC). Decision: three months from receipt for a bureau de change (article 3.2 of Royal Decree 2660/1998) and from complete documentation for a payment institution (article 11.2 of Royal Decree-Law 19/2018), less any suspensions; twenty days for a small payment institution, with deemed approval. Administrative appeal: one month from notification of the refusal, or at any time against silence (article 122.1 LPAC). Judicial review: two months from notification of the Minister's decision (article 46.1 of the LJCA, the Contentious-Administrative Jurisdiction Act).

Who can bring it

The reply, submissions, withdrawal or appeal come from the applicant company, whether incorporated or in formation, or from its promoters, through someone with sufficient authority. Our lawyer acts as representative under a power of attorney granted apud acta, entered in the Registro Electrónico de Apoderamientos (the electronic register of powers of attorney), which the Banco de España consults, or in a notarial deed (article 5 LPAC); the power must include withdrawing and appealing. The client's digital certificate is never used. The fit and proper forms (suitability and good repute) are signed by each declarant: shareholders with a qualifying holding, directors and the general manager. Before the Audiencia Nacional, the company acts through a procurador (court agent) and a lawyer (article 23.2 LJCA).

Financial risk

Failing to reply, or replying without evidence, leaves the application exposed to the general ground for refusal: that the information and evidence are not assessed favourably (article 12.g of Royal Decree-Law 19/2018). If the procedure stalls for reasons attributable to you on something essential to the decision, it is closed as lapsed three months after you are warned (article 95 LPAC). Missing the one-month deadline for the administrative appeal against an express refusal makes the refusal final. Providing payment services while the decision is pending is an infringement, a very serious one if repeated and on a professional basis (article 92 of Law 10/2014). Losing the judicial review usually means paying costs, capped at one third of the amount in dispute (article 139 LJCA).

First, what you have received: a request to remedy defects or a request for information

Not all requests are the same. If the application does not meet the requirements or lacks mandatory documents, article 68 of Law 39/2015 on Common Administrative Procedure (LPAC) requires the authority to ask you to remedy it within ten days, warning that, if you do not, you will be deemed to have withdrawn the application, by means of a formal decision. That period may be extended by up to five days, at your request, where providing the documents is especially difficult (article 68.2). For payment institutions, the Banco de España (Spain's central bank) describes this first phase in its guide for applicants and in its public presentation of the procedure: while the information is incomplete, it tells you what is missing, and, once the documentation is complete, it sends a letter confirming that the procedure has started.

A request for data, reports or clarifications is something else: the Banco de España may send one at any time in order to assess the project, including for a bureau de change, and no rule limits how many it may send. If the letter sets no deadline, the general rule of ten working days from the day after notification applies (article 73.1 LPAC); anyone who fails to comply may lose the right to that step, although a reply is still admitted if it arrives before or on the day on which you are notified that the deadline has passed (article 73.3). The real risk is not deemed withdrawal: it is that the decision is taken on what is already in the file, and letter g) of article 12 of Royal Decree-Law 19/2018 requires refusal where the information and evidence are not assessed favourably.

Check whether the letter suspends the time limit for a decision. The Banco de España may do so for the period between notification of the request and compliance with it, or until the period granted expires (article 22.1.a LPAC), but it is a power, not something automatic. When it asks SEPBLAC (Spain's financial intelligence unit) for its mandatory report, you are notified of the suspension, which may not exceed three months (article 22.1.d). Those dates decide when deemed refusal arises: in a case like yours, with the application complete in May, the report requested in June and the current request for information, the application is most likely still alive, and the calculation must be done with every notification in front of you.

How to answer a long request for information: consistency and evidence

Each point is answered in turn, with the document that proves each answer, through the Banco de España's electronic registry (for payment institutions and small payment institutions, using form FDU-163, which is also mandatory when remedying defects), marking the changes made to the documentation previously filed, as the Banco de España itself asks. A business plan that speaks of 1.2 million euros a month and forecasts showing half that figure are not fixed by changing one number: volume, revenue, own funds, staffing and agent oversight must all be reworked so that everything tells the same story. The three-year plan must show that the institution will be able to use adequate and proportionate systems, resources and procedures (article 2.1.b of Royal Decree 736/2019).

The source of funds and related companies are the points that carry most weight. Article 12.b of Royal Decree-Law 19/2018 assesses the good repute of qualifying shareholders, the financial means they have to meet their commitments and the transparency of the group, and letter d) requires refusal where close links hinder supervision. A shareholder loan to the company is proven with the agreement, the bank movements and the origin of the money: income tax returns, the sale of a property, dividends. The company run by that same shareholder is explained through its corporate purpose, its accounts and the absence of flows with the institution, or through a commitment to separate it.

Next comes internal control. A payment institution does not benefit from the exemption from having an internal control body that covers other small obliged entities (article 35.2 of Royal Decree 304/2014): the Banco de España expects names, duties and minutes. It also expects a representative before SEPBLAC who resides in Spain and is a director or senior manager (article 26 ter of Law 10/2010), the annual external review carried out by an external expert (article 28) and a description of the anti-money laundering mechanisms, procedures and bodies (article 2.1.k of Royal Decree 736/2019), including oversight of each agent at least once a year (article 2.1.l). SEPBLAC reports on whether those measures are adequate (article 45.4.i of Law 10/2010). How the manual is built is covered in our case on anti-money laundering for your bureau de change or remittance business.

Withdraw and reapply, or carry on: when each option makes sense

Withdrawal ends the procedure through a decision declaring it (articles 84 and 94 LPAC). It affects the application, not the underlying right: no sector rule sets a waiting period before reapplying, and in the new application you may ask for documents the Banco de España already holds to be incorporated, identifying them and confirming that they have not changed. To withdraw on the company's behalf, authority to represent it must be proven (article 5.3 LPAC), so the power of attorney must say so expressly.

Withdrawal makes sense when the project has changed substantially: a qualifying shareholder joins or leaves, the services or the agent model change, or the defect will take months to fix, such as replacing a director who lacks the necessary experience. Carrying on with a file that no longer describes the business only piles up requests and ends in the hearing before refusal. What nobody tells you: if your actual volume fits within the exemption, the small payment institution route (an average of up to 3,000,000 euros a month, services in letters a) to f), no minimum capital and no EU passport) is registered twenty days after the complete documentation is filed, with deemed approval. Before reapplying, payment institutions and small payment institutions can use a pre-application with a preliminary meeting, at which the Banco de España assesses how mature the project is; there is no such step for a bureau de change.

Withdrawal does not make sense if what is missing is evidence you can gather within the deadline, extended if necessary, or if the disagreement is a legal one that you want a court to review: without a decision there is no appeal. A new application restarts the three months and SEPBLAC's report. And waiting for the three months to pass in order to appeal, as your partner suggests, rarely helps: silence does not give you the licence, and appealing on an incomplete file means asking the Minister to authorise something the Banco de España has not yet been able to assess.

The three months and administrative silence: what it allows and what it does not

The clock does not start the same way in every file. For a bureau de change, three months run from receipt of the application by the Banco de España (article 3.2 of Royal Decree 2660/1998), with deemed refusal backed by Law 14/2000. For a payment institution, three months run from receipt or from the date the documentation is complete (article 11.2 of Royal Decree-Law 19/2018). For a small payment institution, twenty days from complete documentation, after which registration is deemed to have taken place. Any suspensions ordered and notified are deducted from all of them.

Deemed refusal serves only to allow you to appeal (article 24.2 LPAC). It is not a final refusal: the Banco de España remains obliged to issue an express decision and is not bound by the negative effect of the silence, so it can still grant the authorisation late (articles 21.1 and 24.3.b). Against silence, the recurso de alzada (administrative appeal) has no time limit: it may be filed at any time from the day after the silence arises (article 122.1). And the Tribunal Constitucional (Spain's Constitutional Court), in judgment STC 52/2014 of 10 April, has interpreted that challenging deemed refusals in court is not subject to the six-month time limit still found in article 46.1 of the Contentious-Administrative Jurisdiction Act (LJCA).

Silence is a tool, not a strategy. Appealing does not release the Banco de España from its duty to decide; if it grants the authorisation in the meantime, the appeal loses its purpose, and if it issues an express refusal, the challenge must also be directed against that decision. The law treats an administrative appeal against silence as upheld if the Ministry does not decide it either (article 24.1, third paragraph, LPAC), but it is doubtful that this applies to a Banco de España authorisation, and we do not take it for granted.

The hearing before refusal: the last opportunity within the file

Before refusing, the Banco de España gives you a hearing: its guide for payment institutions says it always does so, and the law allows it to be dispensed with only if the decision will take into account no facts or evidence other than those you provided (article 82.4 LPAC). It makes the file available to you and grants ten to fifteen days to submit arguments and any documents and justifications you see fit (article 82.2). Until then you may submit arguments and documents at any stage, and they must be taken into account in the proposed decision (article 76.1). If you need more time, the extension must be requested before the deadline expires: an expired deadline can never be extended (article 32.3).

The written submission at the hearing answers each ground the Banco de España anticipates, with the missing evidence and, if the defect is substantive, with the solution: replacing a director, strengthening capital or narrowing the programme to the services the file does support. A favourable decision may include conditions to be met before registration, which in most cases are commitments made by the applicant itself. A narrower authorisation is granted sooner, and for a payment institution a later extension of services carries deemed approval after three months (article 6 of Royal Decree 736/2019), as we explain in our case on the payment institution or electronic money institution licence.

Ask for a copy of the file early. You are entitled to know the status of the procedure and to obtain copies of its documents (article 53.1.a LPAC), but what the Banco de España learns through its supervisory function is confidential (article 82.1 of Law 10/2014), which limits access to third-party reports in the file. That is why the defence relies on the reasoning: every ground for refusal must be readable in the proposed decision and capable of being rebutted with evidence.

If it is refused: administrative appeal to the Minister and the Audiencia Nacional

A refusal must be reasoned (article 3.1 of Royal Decree 2660/1998; articles 11.2 and 12 of Royal Decree-Law 19/2018) and does not exhaust administrative remedies: it is challenged by recurso de alzada before the Minister for the Economy (article 2.2 of Law 13/1994 on the Autonomy of the Banco de España), today the Ministerio de Economía, Comercio y Empresa (Ministry of Economy, Trade and Business), within one month of notification; once that month has passed, it becomes final (article 122.1 LPAC). A recurso de reposición (request for reconsideration) is not available. The appeal may be lodged with the Banco de España or with the Ministry (article 121.2), which has three months to decide; without an answer, as a rule, it is deemed dismissed (article 122.2).

The Minister's decision may be challenged by a judicial review claim in sole instance before the Sala de lo Contencioso-administrativo (Contentious-Administrative Chamber) of the Audiencia Nacional (National High Court) (article 2.3 of Law 13/1994), not before the Tribunal Superior de Justicia de Madrid (Madrid High Court of Justice), within two months from the day after notification (article 46.1 LJCA). The company acts through a procurador (court agent) and a lawyer, as the law requires before a collegiate court (article 23.2). The prior attempt at negotiation in article 5 of Organic Law 1/2025 is not required: it applies only to civil and commercial proceedings. Costs are awarded against the party whose claims are rejected in full, unless the case raised serious doubts, capped at one third of the amount in dispute; a claim of indeterminate value is valued at 18,000 euros (article 139).

What can and cannot be won. In relation to a banking authorisation subject to deemed refusal, the Tribunal Constitucional has explained that such authorisations are neither automatic nor entirely rule-bound and involve a technical judgement with a margin of appreciation; the court reviews the facts, the reasoning, any manifest error and whether the ground for refusal is one the law provides. The case is won in the administrative file. Interim measures are granted only if enforcing the decision would defeat the purpose of the appeal (articles 129 and 130 LJCA), and suspending a refusal does not authorise you to operate: they make more sense against a revocation, which for a bureau de change takes effect immediately. Often the fastest route is to appeal and, at the same time, file a new application that corrects the defect. What you risk if you operate in the meantime is explained in our case on exchanging currency or sending money without a licence.

How we run the case, step by step

1. 1

   We read the letter and work out the dates

   What kind of request it is, what deadline it sets, whether it suspends the time limit for a decision and from when the three months run, with every receipt and every notice from the Banco de España in front of us.

2. 2

   We prove our authority to act

   A power of attorney granted apud acta, entered in the Registro Electrónico de Apoderamientos (the electronic register of powers of attorney) or in a notarial deed, with authority to reply, withdraw and appeal, and designation to receive notifications. We never use your digital certificate; personal forms are signed by each declarant.

3. 3

   We answer point by point with evidence

   We rework anything that does not match between the business plan, the forecasts and the manual, prove the source of funds and any links, and file marking every change; if needed, we request an extension before the deadline expires.

4. 4

   We decide the course with you

   Carry on, narrow the programme, withdraw and reapply or switch to the small payment institution route, depending on what the file can support and how long each option takes.

5. 5

   We defend the application at the hearing

   We request a copy of the file, rebut each anticipated ground with evidence and offer the commitments that make the authorisation viable.

6. 6

   We appeal if there is a refusal

   A recurso de alzada to the Minister for the Economy within one month, or at any time if there was silence; judicial review before the Audiencia Nacional within two months of the Minister's decision, with a procurador; and, if faster, a new application in parallel.

The law that applies

• Arts. 21, 22, 24 y 32 Ley 39/2015 (LPAC). Duty to decide; suspension of the time limit for a request for information or a mandatory report, the latter for up to three months; deemed refusal only allows an appeal and does not bind a late decision; extension of deadlines by up to half, before they expire. BOE-A-2015-10565
• Arts. 5, 68, 73, 76, 82, 94 y 95 Ley 39/2015 (LPAC). Proven representation to apply, withdraw and appeal; remedying defects within ten days with a warning of deemed withdrawal; general ten-day period; submissions up to the hearing; hearing of ten to fifteen days; withdrawal; lapse of the procedure three months after a warning. BOE-A-2015-10565
• Arts. 121 y 122 Ley 39/2015 (LPAC). Administrative appeal to the higher authority, which may be lodged with the body that issued the act or with the one that decides the appeal; one month against an express act and at any time against silence; three months to decide. BOE-A-2015-10565
• Art. 2 Ley 13/1994, de Autonomía del Banco de España. Acts of the Banco de España outside monetary policy and banknote issuance 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
• Art. 3 RD 2660/1998. Authorisation by the Banco de España after a SEPBLAC report; three months from receipt, with deemed refusal; reasoned refusal if the requirements of articles 4 and 5 are not met, open to administrative appeal to the Minister. BOE-A-1998-28816
• Arts. 11 y 12 RDL 19/2018. Payment institution authorisation within three months of receipt or of complete documentation, with deemed refusal and a continuing duty to decide; grounds for refusal, including an unfavourable assessment of the information and evidence. BOE-A-2018-16036
• Arts. 1, 2 y 4 RD 736/2019. Three-month period and deemed refusal for authorisation; contents of the application, from the three-year business plan to the anti-money laundering system; registration of a small payment institution twenty days after complete documentation. BOE-A-2019-18425
• Arts. 23, 46, 129, 130 y 139 Ley 29/1998 (LJCA). Court agent and lawyer before collegiate courts; two months to challenge an express act exhausting administrative remedies; interim measures only if the appeal would otherwise lose its purpose; costs capped at one third of the amount in dispute. BOE-A-1998-16718

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

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