Main developments of the Preliminary Draft Bill on Comprehensive Measures on Money Laundering, Terrorist Financing and Proliferation of Weapons of Mass Destruction.

Main Developments of the Preliminary Draft Bill on Comprehensive Measures Regarding the Prevention of Money Laundering, Terrorist Financing and the Financing of Proliferation of Weapons of Mass Destruction

The Ministry of Economy, Trade and Business has published the Preliminary Draft Bill on comprehensive measures regarding the prevention of money laundering, terrorist financing and the financing of proliferation of weapons of mass destruction (hereinafter, the "Preliminary Draft"), which is intended to replace the current Law 10/2010, of 28 April, on the prevention of money laundering and terrorist financing (hereinafter, "Law 10/2010"). This is a piece of legislation that reforms in depth the Spanish system for the prevention of money laundering, terrorist financing and the financing of proliferation (AML/CFT/CPF). Below, we summarize its main developments, their origin, and the current stage of the legislative process.

1. Background: The new European anti-money laundering package

In May 2024, the European Union approved a new regulatory package, composed of four instruments, which replaces the previous framework and requires Spain to thoroughly review its prevention system:

• Regulation (EU) 2024/1620: creates the Anti-Money Laundering and Countering the Financing of Terrorism Authority (AMLA), with supervisory, sanctioning and regulatory powers that must be coordinated with national authorities.
• Regulation (EU) 2024/1624: establishes, directly applicable throughout the EU, the substantive due diligence, internal control and beneficial ownership obligations that obliged entities must comply with. Being a regulation, it does not require transposition: it applies directly.
• Directive (EU) 2024/1640: replaces Directive (EU) 2015/849. It governs the institutional mechanisms (supervisors, financial intelligence units, beneficial ownership registers) that each Member State must establish. Being a directive, it does require transposition through national law: this is the instrument that obliges Spain to legislate.
• Regulation (EU) 2023/1113: governs the information that must accompany transfers of funds and crypto-assets, strengthening the traceability of this type of transaction.

Given the depth of these changes, the Government has chosen not simply to reform the existing Law 10/2010, but to draft a law that systematically organizes the entire subject matter.

2. Main developments of the Preliminary Draft

New obliged entities are introduced

Among others, mixed non-financial holding companies, crowdfunding providers and intermediaries are included as obliged entities, and, as a particularly notable novelty, football agents and professional football clubs (in relation to transactions with investors, sponsors, agents or player transfers).

The scope of application to lawyers and other independent legal professionals as obliged entities is also expanded, expressly including the management of crypto-assets belonging to the client and the opening or management of crypto-asset accounts.

Foundations, associations and religious entities become subject to a joint and more proportionate regime, focused on the risk of terrorist financing. Only those with above-medium risk — according to the sectoral analysis — will be required to register donors and beneficiaries of transactions exceeding one thousand (1,000) euros.

A new national authority: ANIFI

The most significant institutional change is the creation of the National Financial Integrity Authority (ANIFI), a new independent administrative authority that will unify the functions currently exercised separately by the Executive Service of the Commission for the Prevention of Money Laundering (SEPBLAC) and the Secretariat of that Commission, acting as the financial intelligence unit and single supervisor for AML/CFT/CPF matters.

3. New obligations for obliged entities

Mandatory consultation of the Central Register of Beneficial Ownership (RCTIR): to identify the beneficial owner of any client, obliged entities must always obtain a certification or extract from the RCTIR evidencing that the consultation has been carried out. In general, in addition to authorities and obliged entities, certain Register information may be accessed by journalists, civil society organizations and other persons who demonstrate a legitimate interest.

This general access to the Register — by obliged entities and by third parties with a legitimate interest, except notaries and registrars — will be subject to a fee of two (2) euros per query, reduced to one (1) euro when access is carried out through automated machine-to-machine means.

Mandatory representative before ANIFI: all obliged entities must appoint a representative before the new authority, in order to ensure a complete registry and facilitate risk-based supervision. In addition, the role of compliance director is introduced, who must be a member of the management body, together with a compliance officer, who will be responsible for representation before ANIFI.

High ethical standards: these are required for the appointment of directors and for the hiring of employees, executives and agents, establishing a regime of ineligibility and suitability (uncancelled criminal records, final sanctions of removal or disqualification).

Declaration to the Financial Ownership File: the obligation is extended to new reporting entities — investment firms, SGIIC and Sicav, SGEIC and SCR, and crypto-asset service providers — and to new products, expressly including securities accounts and crypto-asset accounts.

Proof of lawful origin of seized means of payment: when means of payment are seized for failure to comply with the declaration obligation, their lawful origin must be evidenced. In other words, the burden of justifying the origin of the funds is shifted to the affected person, not merely formal compliance with the declaration requirement.

Given the volume of new obligations, now is the time to begin reviewing internal procedures, and it is advisable to start an internal diagnosis without delay to identify what governance and procedural changes the Preliminary Draft requires in each organization.

4. Restrictions on obliged entities

It is expressly established that persons convicted of money laundering or predicate offenses may not professionally engage in certain activities nor act as directors, administrators or beneficial owners of obliged entities, granting ANIFI and prudential supervisors control powers in this regard.

The same prohibition extends, with certain nuances, to foundations, associations and religious entities, whose governing bodies, executives or treasurers may not have been convicted of certain property, socioeconomic, tax-related or terrorist financing offenses.

The list of offenses that bar a person from being a beneficial owner, executive, treasurer or member of the governing bodies of these entities is expanded (it now includes offenses against property, against the socioeconomic order, against the Public Treasury and Social Security, against Public Administration, forgery and terrorist financing, requiring a certificate of criminal record).

5. A stricter sanctioning regime

Very serious infringements may be sanctioned with fines ranging from one hundred fifty thousand (150,000) euros up to the highest of the following amounts:

• 15% of the obliged entity's annual turnover;
• three times the economic value of the transaction;
• five times the profit obtained; or
• fifteen (15) million euros.

Changes to the governance structure may be required, or the authorization to operate may even be revoked.

Individuals responsible — directors and executives — may be fined individually up to fifteen (15) million euros and disqualified for up to 5 years.

Apart from the sanctions themselves, ANIFI may impose corrective administrative measures (for example, requiring the strengthening of internal policies or the adoption of measures to reduce risk) and, if these are not complied with within the deadline, daily coercive fines of up to 3% of average daily turnover (2% in the case of individuals), for a maximum duration of 6 months, extendable for a further 6 months.

With fines that can reach fifteen (15) million euros and that can personally affect directors and executives, it is advisable to review the internal liability framework and existing control mechanisms now, before the new sanctioning regime becomes applicable.

6. What stage of approval is it at and when will it enter into force?

The text is still at the initial stage of the administrative process: it is a Preliminary Draft Bill submitted for public consultation and hearing. Before becoming a Bill and being submitted to the Cortes Generales for parliamentary proceedings, it must obtain the mandatory reports from the Ministry's Technical General Secretariat, the Bank of Spain and other affected bodies, as well as the opinion of the Council of State. It is, therefore, a living text that will foreseeably undergo changes before its final approval by the Cortes.

In general, the future law will enter into force on 10 July 2027, coinciding with the maximum deadline set by Directive (EU) 2024/1640 for its transposition. However, certain exceptions are envisaged:

The following will enter into force the day after their publication in the Official State Gazette (BOE):

• The title relating to beneficial ownership;
• Certain sections of the sanctioning regime linked to beneficial ownership;
• The classification of credit institutions and financial entities as obliged entities.

The inclusion as obliged entities of mixed non-financial holding companies and football agents is delayed until 10 July 2029. This exception does not apply to professional football clubs, which will be subject to the law from its general entry into force on 10 July 2027.

In light of this timeline, we recommend reviewing as soon as possible the adequacy of your money laundering prevention policies, procedures and systems, paying particular attention to classification as an obliged entity, the appointment of a representative before ANIFI, suitability procedures and beneficial ownership identification.

At RocaJunyent we will continue to closely monitor the progress of the Preliminary Draft and remain available to analyze its specific impact and to support you in your adaptation to it.