ESI / Securities dealers
CNMV authorization without delays
"We support you from incorporation to full authorization: structure, control body, compliance manual and the application before the CNMV."
Securities Market and Financial Instruments
Legal advice for entities regulated by the CNMV: investment firm authorization, MiFID II compliance, and the structuring of rounds and transactions in the securities market.
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Services
Securities market services
Six pillars to operate in the securities market with authorization, compliance and legal certainty.
Authorization
Investment firm (ESI) authorization before the CNMV
End-to-end support throughout the authorization process for Investment Services Firms: corporate structure, governing bodies, compliance manual and regulatory file.
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CNMVESIApplicationCapital
EAF
Financial Advisory Firm (EAF) registration
Management of the registration file as an EAF before the CNMV: capital requirements, insurance, suitability policies and MiFID II transparency obligations.
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EAFRegistrationSuitabilityMiFID II
MiFID II
Ongoing MiFID II compliance
Implementation and maintenance of MiFID II policies: client classification, suitability, best execution, conflicts of interest and reporting.
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Best executionReporting
Certifications
CNMV MiFID II certifications
Advice on staff qualification requirements and CNMV-recognized certifications for advisory and financial information roles.
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QualificationStaff
Investment
Financing rounds
Legal structuring of rounds: term sheet, investment agreement, shareholders' agreement, liquidation preference and protective clauses.
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Term sheetShareholders' agreement
Due Diligence
Financial assessment of projects
Legal and financial analysis prior to investment transactions: review of structure, regulatory risks and asset valuation.
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AnalysisRisks
Profiles
Compliance tailored to each regulatory profile
Investment firms (ESIs), EAFs, startups in a round, funds or family offices: each profile has different requirements, timelines and evidence before the CNMV.
EAF / Financial advisers
Registration and MiFID II compliance
"We structure the registration file, suitability policies, conflicts of interest and the transparency obligations required by the regulation."
Startups in a round
Structured and documented rounds
"We prepare the round documents: term sheet, shareholders' agreement, investment agreement and protective clauses for investors and founders."
Funds / Family Office
Compliance in portfolio management
"We review best execution obligations, client reporting, investment policies and ongoing regulatory alignment with the MiFID regime."
Consequences
Why act now in the securities market?
Non-compliance doesn't just trigger penalties: it can mean the cessation of activity, disqualification of directors and loss of investor trust.
Operating without CNMV authorization is a very serious infringement, with penalties that can reach several million euros and immediate cessation of activity.
MiFID II requires documented policies on suitability, appropriateness and conflicts of interest: their absence is a red flag in any inspection.
Rounds without adequate legal documentation create conflicts between shareholders, blockages in future exits and governance problems that are hard to reverse.
MiFID II / CNMV
up to €5,000,000
Suspension of the authorization, fines for very serious infringements and disqualification of responsible directors.
CNMV supervision
Tighter scrutiny
The CNMV is intensifying supervision of unregistered advisers and management activities outside the authorization regime.
Due Diligence
Round stalled
Without a solid legal framework, institutional investors' due diligence stalls and the round is delayed or collapses.
Want to operate in the securities market with legal certainty?
We help you obtain authorization, implement MiFID II compliance and structure your investment transactions with solid documentation tailored to CNMV regulations.
Frequently asked questions
Securities market: common questions
What is the securities market and who regulates it in Spain?
The securities market is the set of mechanisms through which financial instruments are issued, traded and transferred: shares, bonds, fund units, derivatives and other regulated assets.
In Spain, the CNMV is the supervisor that authorizes and oversees the entities operating in this field, mainly applying MiFID II and the Securities Market Law.
What is an ESI and when do I need to be authorized?
An Investment Services Firm (ESI) is any legal entity whose regular activity consists of providing investment services: receiving and transmitting orders, execution, portfolio management, advice, placement or underwriting.
If your company carries out any of these activities on a professional basis, you need prior authorization from the CNMV before operating.
What does MiFID II require from investment firms?
MiFID II sets out a broad set of obligations:
- Client classification (retail, professional, eligible counterparty).
- Suitability and appropriateness assessment before providing the service.
- A documented best execution policy.
- Management and disclosure of conflicts of interest.
- Periodic reporting to clients on transactions and positions.
- Training and certification of staff who advise or inform.
What is an EAF and how does it differ from an ESI?
A Financial Advisory Firm (EAF) is a limited-scope ESI: it can only provide investment advice and financial analysis, without managing portfolios or executing orders.
Its authorization regime is more streamlined and capital requirements are lower, which makes it the right figure for independent financial advisers.
How is a financing round structured legally?
A well-structured round requires several interrelated documents:
- Term sheet: a non-binding summary of the main terms.
- Investment agreement: the definitive contract with representations, warranties and closing conditions.
- Shareholders' agreement: governance, veto rights, drag-along, tag-along and liquidation preference.
- Bylaws amendment: if new classes of shares are created.
What are phantom shares and when are they useful?
Phantom shares are a variable-compensation instrument granting the right to receive a payment equivalent to the economic value of real shares, without conferring shareholder status.
They are especially useful for retaining key employees without diluting current shareholders. The key is in the drafting: liquidity events, valuation, cliff, vesting and exit conditions.
What is crowdlending and what does the CNMV require?
Crowdlending is a form of alternative financing in which multiple lenders fund projects through a digital platform.
Platforms are subject to CNMV authorization and to the European Crowdfunding Regulation (ECSP), which harmonizes the requirements across the EU.
What certifications does the CNMV require from investment staff?
The CNMV requires staff who advise or inform on financial instruments to evidence a recognized professional qualification.
Accredited certifications include qualifications from bodies such as EFPA, the CFA Institute, IEAF and other organizations recognized by the CNMV, with continuous-training requirements.
Operational guide
Practical securities market compliance guide
Operating in the securities market requires authorization, documented policies and evidence of ongoing compliance. The key is a regulatory approach proportionate to the service provided.
What securities market regulation aims for
To protect investors, ensure market integrity and make sure that entities providing investment services meet governance, capital and transparency requirements.
Minimum required controls
Client classification, suitability and appropriateness assessment, best execution, management of conflicts of interest, periodic reporting and staff certification.
What makes the difference before the CNMV
A compliance programme is demonstrated through execution: minutes, decision logs, updated policies, periodic assessments and reports to the board.
Authorization and compliance checklist in 8 steps
- Define the business model: investment services to be provided and regulatory figure (ESI, EAF, tied agent).
- Incorporate the company and evidence the minimum capital required for the type.
- Draft the programme of operations, compliance manual and MiFID II policies.
- Prepare the profile of directors and senior management and evidence good repute and experience.
- Submit the file to the CNMV and manage the review process.
- Implement suitability, appropriateness, best execution and conflicts-of-interest policies.
- Set up periodic reporting to clients and to the board.
- Audit and continuous improvement: periodic reviews, training and updated evidence.
If you need authorization or MiFID II compliance, check our securities market services or request a quote.
Securities Market Playbook
MiFID II compliance in practice
Client classification
Categorize each client (retail, professional, eligible counterparty) before providing any service.
Signed classification form, updated register and a reclassification procedure.
Suitability / Appropriateness
Assess the client's knowledge, experience, financial situation and objectives before advising or managing.
Completed suitability/appropriateness test, results, justification and filing of each assessment.
Best execution
Execute orders on the most favourable terms for the client based on price, cost, speed and likelihood.
Documented policy, execution venues, annual review and monitoring of execution quality.
Conflicts of interest
Identify, prevent and manage conflicts that could harm the client, with disclosure where appropriate.
Conflicts map, management policy, log of situations and communication to the client.
Reporting + training
Inform clients periodically about transactions and positions. Evidence staff qualifications.
Periodic reports, valid CNMV certifications, continuous-training plan and records.
Typical risk signals in investment services
Indicators that can lead to enforcement proceedings or loss of authorization.
- Providing investment services without prior CNMV authorization or registration.
- No documented suitability or appropriateness assessment before providing the service.
- A best execution policy that isn't formalized or lacks an annual review.
- Conflicts of interest neither mapped nor managed, especially with rebates and inducements.
- Staff who advise or inform without a CNMV-accredited certification.
Operational glossary
Key concepts in the securities market
If you operate in the securities market or are preparing a round, these terms appear in authorizations, audits and in your relationship with the CNMV.
ESIAuthorization
Investment Services Firm
Legal entity authorized by the CNMV to provide investment services: management, advice, execution, placement or underwriting.
Useful for: securities companies, dealers, managers.
EAFRegistration
Financial Advisory Firm
Limited-scope ESI: only personalized advice on financial instruments. More streamlined authorization regime and lower capital requirements.
Evidence: application file + suitability policies.
MiFID IIEU Directive
Markets in Financial Instruments Directive
European directive regulating investment services in the EU: investor protection, transparency, governance and market conduct.
Key: classification + suitability + best execution.
Best executionExecution
Best execution
Obligation to execute orders on the most favourable terms for the client: price, cost, speed, likelihood of execution and settlement.
Evidence: policy + venues + annual review.
Term sheetInvestment
Term sheet
Non-binding document summarizing the main terms of a financing round: valuation, stake, rights and closing conditions.
Useful for: negotiation prior to the definitive agreement.
Phantom sharesCompensation
Phantom shares
Variable-compensation instrument granting economic rights equivalent to real shares without conferring shareholder status.
Key: cliff, vesting, liquidity event.
Liquidation pref.Protection
Liquidation preference
The investor's right to recover their investment (with or without a multiple) ahead of common shareholders in a liquidity event, sale or liquidation.
E.g.: 1x non-participating, 1x participating.
ECSPCrowdfunding
European Crowdfunding Regulation
Harmonized EU framework for crowdfunding platforms (crowdlending and crowdequity): authorization, limits and investor protection.
Evidence: authorization + programme of operations.
Down roundValuation
Down round
A financing round in which the company's valuation is lower than in the previous round. It affects dilution, anti-dilution clauses and team morale.
Key: protection + renegotiation + communication.