01
Funds and private equity
Repeat buyers of NPL portfolios and sub-performing loans: they are the natural target of the new regime — reporting, an appointed servicer and traceability for every portfolio.
Credit Purchasers in Spain: The Regime for Debt Investors
Buying loans in Spain still does not require a license — but Directive (EU) 2021/2167 and the bill transposing it impose new obligations on the purchaser: an authorized servicer, an EU representative and reporting to the Bank of Spain. We leave your purchase structure ready and defensible.
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Analysis of your purchase structure
Within 24 hours, we tell you which obligations apply to you as a credit purchaser and how to structure the transaction.
- Litigious credit redemption period
- 9 days
- Debtor’s discharge by payment
- Civil Code Art. 1527
- Assignment of claims (Civil Code)
- Arts. 1526–1536
- Key legislation
- Directive 2021/2167
Quick answer
Buying loans does not require authorization in Spain. But if you acquire non-performing loans (NPLs) originated by credit institutions, the new framework — Directive (EU) 2021/2167 and the Spanish bill transposing it — imposes obligations on the purchaser: appointing an authorized credit servicer when the borrower is a consumer (unless the purchaser itself is a supervised entity), appointing an EU representative if the purchaser is from a third country, and reporting to the Bank of Spain every six months on the loans acquired. And one rule does not change: the assignment does not alter the debtor’s rights — you buy the loan as it is.
Who it affects
Who is a “credit purchaser” (and what lies ahead)
The credit purchaser concept covers any person or entity that, in the course of its business, acquires non-performing loans originated by credit institutions. In practice, these four profiles.
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Family offices and private investors
Single-name deals and individual loans, often litigious: here the key analysis is the redemption right under Civil Code Art. 1535 and the quality of the title, not volume.
03
Non-EU purchasers
A third-country purchaser must appoint a representative in the Union, responsible to the authorities for compliance with the purchaser’s obligations. Without that piece, the structure falls short.
04
Regulated entities as purchasers
If the purchaser is a credit institution or an EFC, it is already supervised: the regime is lighter — it does not need to appoint an external servicer to comply, although the debtor protection rules still apply.
Directive (EU) 2021/2167
Which obligation applies to you, depending on who you are
The purchaser regime is not uniform: it depends on where you are established, what you buy and whether you are already a supervised entity.
| Obligation | Purchaser established in the EU | Third-country purchaser | Credit institution / EFC as purchaser |
|---|---|---|---|
| Prior authorization | Not required. Buying loans is not a reserved activity — the reservation applies to servicing them. | Not required, but the structure must include an EU representative. | Already has it: it operates under its own supervisory framework. |
| Authorized credit servicer | Must be appointed to service loans to consumers, unless the purchaser is itself a supervised entity. | Mandatory in the same cases — and one of the pieces the EU representative must ensure. | Does not need to appoint an external servicer: it can service the loans with its own resources. |
| EU representative | Not applicable. | Mandatory: responsible to the authorities together with the purchaser. | Not applicable. |
| Reporting to the Bank of Spain | Semi-annual information on the loans acquired (identity, balances, number of transactions). | The same reporting, channeled through its representative. | Reports within its ordinary supervisory framework. |
| Debtor’s rights | Unchanged in all three cases: the assignment does not alter the terms of the loan or the borrower’s protections. | ||
Based on Directive (EU) 2021/2167 and the Bill on Credit Servicers and Credit Purchasers (121/000049), going through Parliament as of July 2026. The sister role — the credit servicer — does require Bank of Spain authorization: we cover it in credit servicers.
The purchaser’s file
The 8 building blocks of a well-structured credit purchase
Before, during and after closing: this is what a professional purchaser ties down in every transaction.
Portfolio due diligence
Data tape, title documents, collateral, limitation periods and litigation: due diligence sets the price and the exclusions.
Seller information
The new framework requires the seller to give the purchaser the information needed to assess the loan before the contract. Ask for it — and document that you received it.
Assignment agreement
Price, perimeter, reps & warranties and remedies. The legal mechanics of the assignment of claims (Civil Code Arts. 1526–1536) underpin everything else.
Appointment of the servicer
With consumer loans in the portfolio, a non-supervised purchaser appoints an authorized servicer and notifies the appointment. The servicing agreement sets the SLAs and compliance.
EU representative
For third-country purchasers: formal appointment, powers of attorney and acceptance of liability before the Spanish authorities.
Notice to the debtor
After the assignment, the debtor must know who the new creditor is, whom to pay to obtain a valid discharge (Civil Code Art. 1527) and that their terms do not change.
Semi-annual reporting
Periodic information to the Bank of Spain on the loans acquired. An internal reporting calendar keeps the obligation from being discovered too late.
AML and data protection
Seller KYC, the purchaser’s source of funds and the legal basis for processing the data tape: the transaction’s AML and GDPR workflow.
Common mistakes
Where credit purchasers stumble
1
Closing without a servicer in place
With consumers in the portfolio, appointing an authorized servicer is not optional — and setting it up after closing stalls collections for weeks.
How to avoid it: negotiate the servicing agreement in parallel with the sale and purchase agreement and have the appointment ready for closing day.
2
Ignoring the litigious credit redemption right
If a loan is in litigation over its very existence or enforceability, the debtor can extinguish it by paying the assignment price plus interest and costs (Civil Code Art. 1535, 9-day period). For the purchaser, this is a pure price risk.
How to avoid it: identify the litigious loans in due diligence and deal with them: exclude them from the perimeter, price them separately or cover them with seller warranties.
3
Neglecting the chain of title
In portfolios resold several times, the lack of a date enforceable against third parties (fecha cierta, Civil Code Art. 1526) or of documentation for previous assignments surfaces at the worst moment: on enforcement.
How to avoid it: rebuild the full chain of title in due diligence and require specific reps on ownership and documentation of each loan.
4
Treating reporting as optional
The new framework comes with its own penalty regime: a purchaser that does not report, or that services consumer loans without an authorized servicer, faces fines and a reputational problem with sellers.
How to avoid it: build the purchaser’s obligations into the compliance calendar from the first transaction — it is a marginal cost if designed once.
2026 context: Bill 121/000049 is still going through the Spanish Parliament (July 2026), but Directive (EU) 2021/2167 already sets the standard that sellers — banks and funds — require in their processes. Structuring the purchase to that standard today avoids renegotiating tomorrow.
Frequently asked questions
Credit purchasers: common questions
Do I need a license to buy loans in Spain?
No. Buying loans — even entire NPL portfolios — is not a reserved activity and does not require authorization. What the new framework does regulate are the purchaser’s obligations: appointing an authorized servicer when consumers are involved, an EU representative if you are from a third country, and reporting to the Bank of Spain. The reserved activity is servicing loans on behalf of third parties.
When must I appoint an authorized credit servicer?
When you acquire non-performing loans originated by credit institutions whose borrowers are consumers and you are not a supervised entity (bank, EFC or other authorized entity). The appointment must be notified, and the servicer must be authorized and registered with the Bank of Spain under the new regime.
What if the purchaser is outside the EU?
It must appoint a representative established in the Union, who is liable to the authorities, together with the purchaser, for compliance with its obligations. It is a structural piece of the transaction: without a representative, a third-country purchaser does not fit into the new framework.
Does the assignment change the loan terms for the debtor?
No. The core principle of the regime is that the debtor cannot be left worse off by the sale of the loan: same terms, same protections, and the right to know who the new creditor is and whom to pay to obtain a valid discharge. For the purchaser, this means the loan is acquired as is, including its defenses and objections.
What is the litigious credit redemption right and how does it affect me as a purchaser?
Article 1535 of the Civil Code allows the debtor of a litigious credit — one whose existence or enforceability is disputed in a lawsuit in which the claim has been answered — to extinguish it by reimbursing the purchaser the price it paid, plus interest and costs, within 9 days. As a purchaser, this is a return risk managed in due diligence: identify which loans in the perimeter are litigious and decide whether to exclude them, price them separately or cover them with seller warranties.
What information must be sent to the Bank of Spain?
The new regime provides for semi-annual reporting by the purchaser (directly or through its representative) on the loans acquired: the purchaser’s identity, the aggregate balance and the number of loans, among other data. The final details will be set by the rules implementing the law, so it is advisable to have the internal workflow ready now.
Is the new credit purchasers law already in force?
Directive (EU) 2021/2167 is in force at EU level, and the Spanish bill (121/000049) transposing it is still going through Parliament as of July 2026. In practice, the market already operates to the Directive’s standard: sellers require it in their processes, and contracts are drafted in anticipation of the Spanish law.
Contact
Book a call
Tell us what you want to buy and we will tell you which obligations apply to you as a purchaser and how to structure the transaction under the new framework.
Official resources
Credit purchaser legislation
BOE — Official Journal of the EU
Directive (EU) 2021/2167
The Directive on credit servicers and credit purchasers: purchaser regime, EU representative and borrower protection.
View on the BOE Congress of DeputiesBill 121/000049
The text of the Spanish bill on credit servicers and credit purchasers, going through Parliament.
View the bill BOE — Civil CodeCivil Code Arts. 1526–1536
The general regime for the assignment of claims: effectiveness against third parties, discharging payment, the assignor’s warranties and the litigious credit redemption right.
View on the BOEBuying loans in Spain: from an unregulated activity to an orderly one
For years, buying debt in Spain was an activity without its own framework: the Civil Code and a good contract were enough. Directive (EU) 2021/2167 changes the game — without turning the purchase into a reserved activity — by imposing structural obligations on the credit purchaser: an authorized servicer for consumer loans, an EU representative for third-country purchasers and reporting to the Bank of Spain. The reserved piece of the system is its sister: credit servicer authorization, which does require a license.
The professional purchaser stands out on paper
A well-advised purchaser does not discover its obligations after signing: it enters the transaction with properly scoped due diligence, the servicing agreement negotiated in parallel, litigious loans identified and treated as a price risk — never as a surprise — and the reporting workflow ready. That preparation shows where it matters: in the price it can offer and the speed at which it can close.
How we work
We structure the purchaser’s position from start to finish: regulatory fit analysis, review of the perimeter and the data tape, negotiation of the assignment agreement or the portfolio sale and purchase agreement, appointment of the servicer and the EU representative where applicable, and a calendar of post-closing obligations. If the volume justifies it, we can also take you through the securitization of the acquired portfolio.