INTRODUCTION
This article is the third and last of the set of articles regarding platforms of participatory investment in Spain. On this occasion, I will provide a review on the incorporation of the investment platform and, with this, I will put an end to the cycle, which I began with the first article, CROWDFUNDING IN SPAIN, which highlighted the new regulation in general terms. This was followed by CROWDFUNDING IN SPAIN (II), in which the Law was explained from the investor’s point of view.
INCORPORATION OF A CROWDFUNDING PLATFORM
Previous to the explanation, I would like to clarify that platforms here refer to those dedicated to making contacts between people who offer financing in exchange for monetary incomes (investors) with persons (natural or legal) who seek sponsorship in order to carry out business projects (promoters).
Having said this, we ought to examine the Law and see what documents and acts are necessary for beginning an activity, and in which order said acts should be carried out.
(I) AUTHORISATION
First of all, the appropriate authorization and the entry on the participatory investment registry of the National Securities Market Commission must be requested. There is a long list of documents to be submitted, and we should point out that most of them may be compiled by the platform itself, with the exception of the certificate issued by the Central Companies Registry (corporate name). The list of documents may be reviewed in the legal rules regarding participative financing platforms.
(II) INCORPORATION
Once authorized and entered in the registry, the following step is the incorporation of the company which, in addition, must meet other requirements such as having a minimum share capital of 60,000 euros, or contain the expression “Participative Financing Platforms” in its corporate name, among others. One of the requirements that causes the most difficulty in its interpretation is the requirement of having administrators who are individuals of recognized good repute.
The requirements of the share capital can be corrected by contracting a civil liability insurance policy, although there are others that are not negotiable.
Lastly, it should be mentioned that the participative financing platforms may not involve any activities other than those concerning the participating financing platform.
CONCLUSION
The incorporation of a participative financing platform differs very much from that of a regular company, and there will be many things to take into account as well as preparing much documentation which, for the most part, is not demandable in a regular company.
It is necessary to await the first resolutions of the Companies Registry in order to observe what kind of interpretation is given to certain concepts contained in the regulations, given that the authorization granted by the National Securities Market Commission will not take effect until the effective date of the registration (it functions this way because if the platform is not duly registered, its activity cannot take effect with third parties).
Vilá Abogados
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4th September 2015
