Opinion of the European Central Bank of 16 June 2017 on the ownership of a special purpose entity for manufacturing euro banknotes (CON/2017/25)
Date: 2017-06-16
Institutions: European Central Bank
Subjects: Spain, euro, issuing of currency, money, national law

EN 

ECB-PUBLIC 

OPINION OF THE EUROPEAN CENTRAL BANK 

of 16 June 2017  

on the ownership of a special purpose entity for manufacturing euro banknotes 

(CON/2017/25) 

Introduction and legal basis 

On 18 May 2017  the European  Central Bank  (ECB) received a request from the Banco  de España, on 
behalf of the Spanish Sub-secretary for Finance and the Civil Service, on the 25th Final Provision of the 

draft law on the State budget for 2017 (hereinafter the ‘draft law’). 

The ECB’s competence to deliver an opinion is based on Articles 127(4) and 282(5) of the Treaty on the 
Functioning of the European Union 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 

The  draft  law  provides  that  the  Fábrica  Nacional  de  Moneda  y  Timbre  -  Real  casa  de  la  Moneda 

(hereinafter the  ‘Spanish  Royal Mint’  or the  ‘Mint’)  may hold an ownership  interest  of  up to 20  % in  the 

special-purpose  entity  established  in  2015  for  the  production  of  banknotes,  Imprenta  de  Billetes,  S.A. 

(hereinafter  ‘IMBISA’),  for  as  long  as  IMBISA  carries  out  its  euro  banknote  production  on  the  Spanish 

Royal  Mint’s  premises.  Once  IMBISA’s  activities  on  the  Mint’s  premises  come  to  an  end,  the  Mint  is 

required to transfer its shares in IMBISA to the Banco de España within a period of six months.  

2. 

Consideration of IMBISA as an in-house printing works of the Banco de España 

The  draft  law  amends  the  IMBISA’s  interim  ownership  model,  which  was  established  by  the  95th 
Additional Provision of Law 36/2014, on which the ECB has previously opined2, and pursuant to which the 

Spanish  Royal  Mint  is  legally  obliged  to  divest  its  ownership  interest  of  up  to  20  %  in  IMBISA  by  31 

December  2017.  The  effect  of  the  amendment  is  that,  instead  of  divesting  its  ownership  interest  by  31 

December 2017, the Mint may now hold its ownership interest for as long as IMBISA carries out its euro 

banknote  production  on  the  Mint’s  premises.  The  ECB  understands  that  once  IMBISA’s  new  facilities 

have  been  built  and  are  operational,  production  on  the  Mint’s  premises  will  cease  and  the  ownership 

interest will be divested within the six-month period established by the draft law. However, extending the 

period  for  which  the  Mint  may  hold  its  stake  does  not  affect  the  Banco  de  España’s  decisive  influence 

1  

2  

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). 

See ECB Opinion CON/2014/82. All ECB opinions are published on the ECB’s website at www.ecb.europa.eu . 

 
 
 
 
 
                                                 
ECB-PUBLIC 

over IMBISA’s strategic objectives and significant decisions. Pursuant to IMBISA’s by-laws, the exclusive 

social purpose of the company 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 España3. IMBISA’s 

governance arrangements also reflect the distribution of ownership, and do not grant power to the Mint to 
negatively impact the control exercised  by the Banco de España4. In particular, the 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 of the Banco de España pursuant to Article 1(2) of Guideline (EU) 2015/280 (ECB/2014/44) of the 
European Central Bank5. 

This opinion will be published on the ECB’s website.  

Done at Frankfurt am Main, 16 June 2017. 

[signed] 

The President of the ECB 

Mario DRAGHI 

3  
4  
5  

See Article 3 of IMBISA’s by-laws, which can be consulted at http://www.imbisa.es/transparencia/. 

See Title III of IMBISA’s by-laws. 
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). 

2