EN ECB -PUBLIC  
 
OPINION OF THE EUROPEAN CENTRAL BANK  
of 29 November  2022  
on the ownership of a special purpose entity for manufacturing euro banknotes  
(CON/20 22/41) 
 
Introduction  and legal  basis  
On 25 October the European Central Bank ( ECB) received a request for an opinion from the Spanish 
Ministry of Finance and Public Administration on a specific provision contained in the draft law on the 
General State Budget for 2023 (hereinafter the ‘draft law’).  
The ECB’s competence to deliver an opinion is based on Articles 127(4) and 282(5) TFEU and the third 
indent of Article 2(1) of Council Decision 98/415/EC1, as the draft law relates to the Banco de España . In 
accordance with the first sentence of Article 17.5 of the Rules of Procedure of the European Central Bank, 
the Governing Council has adopted this opinion.    
 
1. Purpose  of the draft law 
1.1 Under current Spanish law2 the Fábrica Nacional de Moneda y Timbre – Real Casa de la Moneda  
(FNMT -RCM , Royal Mint ) is required to sell  within six months  its 20  % stake in the Imprenta de 
Billetes S.A. Medio Propio del Banco de España (IMBISA), a company which  serves as  the Banco 
de España’s printing works for euro banknotes, to  the Banco de España once IMBISA’s  activit ies at 
the Royal Mint’s facilities cease. As a result of this divestment , the Banco de España would have 
100 % ownership of IMBISA. In particular,  current Spanish law provides that as long as lMBISA 
carries out  its euro banknote production activit ies in the Royal Mint’s facilitie s, the Royal Mint may 
hold an ownership interest  of up to 20  % in IMBISA. Once IMBISA’s activit ies at the Royal Mint’s 
facilities  cease, the Royal Mint  must  within six months transfer to the Banco de España its  shares in 
IMBISA. During this period, the two entities may share the common services necessary for the 
development of their activities.  In addition, the Royal Mint may produce banknotes other than euro 
banknotes  and, subject to current procurement legislation,  provide to IMBISA such services ancillary 
to the production of euro banknotes as IMBISA may request .  
1.2 The draft law proposes to repeal the requirement that the Royal Mint  must transfer to the Banco de 
España its 20 % stake  in IMBISA within six months from the cessation of I MBISA’s activities on  the 
Royal Mint ’s premises . The draft law repeats  that the Royal Mint  may produce banknotes other than 
euro banknotes  and provide IMBISA with such services ancillary to the production of euro banknotes 
 
1  Council Decision 98/415/EC of 29  June 1998 on the consultation of the European Central Bank by national authorities 
regarding draft legislative provisions (OJ L 189, 3.7.1998, p. 42).  
2  Twenty- ninth final provision of Law No 3/2017 on the General State Budget for 2017.  
ECB -PUBLIC  
2 as IMBISA may request , in accordance with the provisions of current procurement legislation3.  
 
2. General observations  
2.1 Following the adoption of the draft law, the cessation of I MBISA’s activities at the Royal Mint ’s 
facilities will no longer trigger the transfer of the Royal Mint ’s shares in I MBISA to  the Banco de 
España.  Hence, the draft law consolidat es the current ownership structure of IMBISA,  which was 
foreseen to be transitory , in which  the Banco de España owns 80 % of the shares while the Royal 
Mint owns 20 % of the shares.  
2.2 Contrary to the Royal Mint , IMBISA is the accredited manufacturer for euro banknotes. Moreover, as 
established by current Spanish l aw and pursuant to IMBISA’s by -laws, the exclusive social purpose 
of IMBISA  is to produce and print euro banknotes at the Banco de España’s request , and the 
company is described as an instrument and technical service of the Banco de España4. In a previous 
opinion5 on the existing provisions of Spanish law  governing IMBISA’s ownership structure the ECB 
noted that the then transitional arrangement during which IMBISA’s new facilities were being built in 
order to take over the entire production of euro banknotes  did not affect the Banco de España’s 
decisive influence over IMBISA’s strategic objectives and significant decisions. IMBISA’s governance 
arrangement s also reflect the distribution of ownership and do not grant power to the Royal Mint to 
negatively impact the control exercised by the Banco de España6. In particular, the Royal  Mint does 
not have any blocking minority or veto rights. On the basis of these facts, it appears that the Banco 
de España exercises sole control over the company  and that IMBISA may be considered to be an 
in-house printing work s of the Banco de España pur suant to Article 1(2) of Guideline (EU) 2015/280 
of the European Central Bank (ECB/2014/44)7. Furthermore, t he ECB recalls  that Union procurement 
rules apply to the ownership model  and the activities of IMBISA and the Royal Mint .  
 
This opinion  will be published on EUR -Lex. 
 
 Done at Frankfurt  am Main,  29 November  2022.  
 [signed]  
 
The President  of the ECB 
Christine LAGARDE 
 
3  See t he twenty -second final provision of the draft law .  
4  See Article 3 of IMBISA’s by -laws, available on  IMBISA’s  website at https://www.imprentadebilletes.es/transparencia/ .  
5  See paragraph 2 of Opinion CON/2017/25. See also Opinion CON/2014/82 in which the ECB set out the legal 
requirements for the interim ownership model established by the 95th Additional Provision of Law 36/2014. All ECB 
opinions are available on EUR -Lex. 
6  See Title III of IMBISA’s by -laws.  
7  Guideline (EU) 2015/280 of the European Central Bank of 13 November 2014 on the establishment of the Eurosystem Production and Procurement System (ECB/2014/44) (OJ L 47, 20.2.2015, p. 29).