EN 
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 30 July 2004 
at the request of the Estonian Ministry of Finance 
on a draft law amending the Credit Institutions Act and the Commercial Code and a draft law on 
e-money institutions  
(CON/2004/25)  
 1. On 18 June 2004 the European Central Bank (ECB) received a request from the Estonian Ministry 
of Finance for an opinion on a draft law amendi ng the Credit Institutions Act and the Commercial 
Code and a draft law on e-money instituti ons (hereinafter the ‘draft laws’). 
2. The ECB’s competence to deliver an opinion is based on the second, fifth and sixth indents of 
Article 2(1) of Council Decision 98/415/EC of 29 June 1998 on the consultation of the European 
Central Bank by national authorities regarding draft legislative provisions
1, as the draft laws 
contain provisions concerning means of paym ent, payment and settlement systems and rules 
applicable to financial institutions insofar as they  materially influence the stability of financial 
institutions and markets. In accordance with the first sentence of Article 17.5 of the Rules of 
Procedure of the European Central Bank, th e Governing Council has adopted this opinion. 
3. The ECB notes that the draft law amending the Cr edit Institutions Act and the Commercial Code 
will transpose the following Community directiv es into Estonian law: the Seventh Council 
Directive 83/349/EEC of 13 June 1983 based on the Article 54(3)(g) of the Treaty on consolidated accounts
2, as far as credit institutions are con cerned; Council Directive 93/6/EEC of 
15 March 1993 on the capital adequacy of investment firms and credit institutions3; 
Directive 2000/12/EC of the European Parliament a nd of the Council of 20 March 2000 relating to 
the taking up and pursuit of the business of credit institutions4; and Directive 2001/24/EC of the 
European Parliament and of the Council of 4 April 2001 on the reorganisation and winding up of 
credit institutions5. Further, the draft law on e-money ins titutions will transpose the following 
Community directives into Estonian law: Directiv e 2000/28/EC of the European Parliament and of 
                                                      
1  OJ L 189, 3.7.1998, p. 42.  
2  OJ L 193, 18.7.1983, p. 1. Direc tive as last amended by Directive 2003/51/EC (OJ L 178, 17.7.2003, p. 16). 
3  OJ L 141, 11.6.1993, p. 1. Direc tive as last amended by Directive 2004/39/EC (OJ L 145, 30.4.2004, p. 1). 
4  OJ L 126, 26.5.2000, p. 5. Direc tive as last amended by Directive 2004/39/EC (OJ L 145, 30.4.2004, p. 1). 
5  OJ L 125, 5.5.2001, p. 15. 
2 the Council of 18 September 2000 amending Dir ective 2000/12/EC relating to the taking up and 
pursuit of the business of credit institutions6 and Directive 2000/46/EC of the European Parliament 
and of the Council of 18 September 2000 on the taki ng up, pursuit of and prudential supervision of 
the business of electronic money institutions7. 
4. Pursuant to Article 1(2) of Decision 98/415/EC, Me mber States do not have to consult the ECB on 
the transposition of Community directives into na tional law. On this occasion therefore, the 
Estonian Ministry of Finance was not legally obliged to consult the ECB formally regarding the draft laws. While the ECB notes that the competent authority for verifying the transposition of Community directives into national law is the Commission, the ECB nevertheless welcomes the 
opportunity to deliver its opinion on the draft laws in  as far they fall under one or more of its fields 
of competence. 
5. The ECB supports the transposition of the Community directives listed above into Estonian law, as 
this will enhance the existing supervisory framework  in Estonia. However, the ECB would like to 
draw attention to the following specific issue in  relation to the draft law on e-money institutions. 
Directive 2000/12/EC defines e-money institutions as ‘credit institutions’. In Estonia, credit 
institutions are, as a rule, regulated by Eesti Pank which issues decrees and adopts regulations, 
while it is the Estonian Minister of Finance who regulates the rest of the financial sector. Articles 37(8), 39(4), 44(5) and 45(2) of the draf t law on e-money institutions, which provide for 
the Minister of Finance to adopt regulations in relation to e-money institutions, are therefore not 
coherent with this principle. The existence of separate regulatory authorities creates a risk of 
applying different regulations on the same subj ect to credit institutions, which could undermine 
financial stability and payment systems in Estonia.  
6. The ECB would furthermore like to draw attention to  the fact that central banks’ traditional focus 
on systemic risk, together with their knowle dge of money and securities markets and market 
infrastructures and their function in the oversight of payment and settlement systems, place them in a unique position to identify threats to the stability of the financial system. In this context, given 
that e-money is a means of payment and that ensu ring financial stability is one of the tasks Eesti 
Pank has to perform under Article 2(4) of the Eesti Pank Act, and taking into account that 
Article 65 of the Government of the Republic Act does not provide for the Ministry of Finance to have the power to adopt regulations in relation to  credit institutions, the power to adopt regulations 
in relation to e-money institutions shou ld now be entrusted to Eesti Pank alone. 
                                                     
 
6  OJ L 275, 27.10.2000, p. 37. 
7 OJ L 275, 27.10.2000, p. 39. 
3 7. The ECB confirms that it has no objection to the competent national authorities making this 
opinion publicly available at their discretion. Th is opinion will be publishe d on the ECB’s website. 
  Done at Frankfurt am Main, 30 July 2004. 
 
[ signed ] 
 
The President of the ECB 
Jean-Claude TRICHET