Opinion of the European Central Bank of 29 November 2022 on the ownership of a special purpose entity for manufacturing euro banknotes (CON/2022/41)
Date: 2022-11-29
Institutions: European Central Bank
Subjects: money

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/2022/41) 

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/EC 1, 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 law 2 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 activities 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 activities in the Royal Mint’s facilities, the Royal Mint may 

hold an ownership interest of up to 20 % in IMBISA. Once IMBISA’s activities 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 IMBISA’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  

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). 

Twenty-ninth final provision of Law No 3/2017 on the General State Budget for 2017.  

 
 
 
 
 
ECB-PUBLIC 

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  IMBISA’s  activities  at  the  Royal  Mint’s 

facilities  will  no  longer  trigger  the  transfer  of  the  Royal  Mint’s  shares  in  IMBISA  to  the  Banco  de 

España. Hence, the  draft  law consolidates 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 law 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 España 4. 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 

arrangements 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 works of the Banco de España pursuant to Article 1(2) of Guideline (EU) 2015/280 

of the European Central Bank (ECB/2014/44) 7. Furthermore, the 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  
4  
5  

6  
7  

See the twenty-second final provision of the draft law.  
See Article 3 of IMBISA’s by-laws, available on IMBISA’s website at https://www.imprentadebilletes.es/transparencia/.  

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. 
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