How to register your SEPBLAC representative
Before you can submit a single SAR or DMO file in Spain, you have to tell SEPBLAC who is officially in charge of anti-money-laundering on your side. That formal appointment — the propuesta de nombramiento de representante — runs through Modelo F22. It is a short form wrapped around a set of eligibility rules that catch out most foreign firms, and the rules are not where people look for them: since the 2018 reform they sit in Article 26 ter of Ley 10/2010, not Article 26.
1. The legal basis: Article 26 ter, not Article 26
Ley 10/2010 of 28 April splits internal control across three consecutive provisions, and citing the wrong one is the commonest error in Spanish AML files drafted abroad. Article 26 covers written policies and procedures, the customer-acceptance policy and the AML manual; Article 26 bis covers internal whistleblowing channels. The representative and the internal control body live in Article 26 ter, headed Órgano de control interno y representante ante el Servicio Ejecutivo.
Article 26 ter(2) sets the mechanic. The proposal, accompanied by a detailed description of the candidate’s professional background, is communicated to SEPBLAC, which de forma razonada, podrá formular reparos u observaciones — it may raise reasoned objections or observations. That is deliberately not an approval regime: no licence to wait for, no statutory clock running against SEPBLAC. The same paragraph makes the representative responsible for compliance with the law’s reporting obligations and gives them access without any limitation to information held by the obliged subject and by any group entity.
2. Who can be the representative
Article 26 ter(1) is narrower than most firms expect. The representative must be a natural person resident in Spain who holds a position of administration or direction of the company — cargo de administración o dirección. Two consequences follow immediately:
- An external consultant cannot hold the role in the ordinary case. Outsourcing the operational work is one thing; the named representative has to sit inside the governance structure. A firm may hire a senior compliance officer into a directive post, but a service contract with an adviser does not satisfy the paragraph.
- In a group containing several obliged subjects the representative is single, and must hold a position of administration or direction of the dominant company of the group. For individual entrepreneurs and professionals, the representative is simply the holder of the activity.
Underneath the representative, Article 35(1) of Real Decreto 304/2014 allows the appointment of up to two authorised persons (personas autorizadas) who act under the representative’s direction and responsibility. Their appointment is communicated in the same way, with the same professional-background documentation. The regulation also requires the obliged subject to notify SEPBLAC of the removal or replacement of the representative or an authorised person where it has a disciplinary character — a specific trigger that is easy to miss in an ordinary leaver process.
3. Passporting into Spain: three different answers
This is where the widely repeated advice — “you need a Spain-resident representative” — is wrong for a large part of the market. Article 26 ter(3) draws a line between establishment and free provision of services, and the residence requirement falls on only one side of it.
| How you operate in Spain | What Article 26 ter requires | Residence in Spain? |
|---|---|---|
| Spanish-licensed entity, or a group of Spanish obliged subjects | Representative holding a post of administration or direction (of the dominant company, for groups) | Yes — Art 26 ter(1) |
| Central administration in another EU member state, operating through agents or other forms of permanent establishment other than a branch | A representative who has the status of punto central de contacto (central contact point) | Yes — Art 26 ter(3), first subparagraph |
| Operating in Spain under the freedom to provide services | A representative before SEPBLAC, on the same terms otherwise | No — Art 26 ter(3), second subparagraph, states residence is not required |
Facts: an e-money institution licensed in another member state serves Spanish consumers cross-border with no branch, no agents and no permanent establishment, and its compliance team sits at head office. It is told it must recruit a Spain-resident director to file the F22. Rule: Article 26 ter(3), second subparagraph, requires a designated representative before SEPBLAC but expressly provides that residence in Spain is not demandable for firms operating under the freedom to provide services. What the team does: designates an existing head-office director as representative, files the F22 with that person’s professional background, and records the freedom-of-services basis so the position is auditable if the distribution model changes. Outcome: no unnecessary local hire, and a documented reason why the residence rule was not applied.
4. Modelo F22 and F22-6 — what you send, and where
Modelo F22 is the propuesta de nombramiento de representante. Modelo F22-6 is the comunicación de persona autorizada: one form per authorised person per obliged subject, to a maximum of two, signed by both the representative and the authorised person. The supporting file matters more than the form itself:
- Certification of the management body’s agreement appointing the individual. It has to certify expressly that the person is appointed as representative to SEPBLAC — a general power of attorney, an appointment as representante legal, or the company’s constitutional deed will not do, and submitting them instead is a standard rejection cause.
- Documentation verifying the signature of the proposed representative, typically a copy of a valid identity document.
- The detailed professional background required by Article 26 ter(2) — in practice a CV evidencing AML experience and seniority.
The channel is the part most write-ups get wrong. SEPBLAC’s procedure is a hard-copy filing: documents unstapled and unbound, sent by post to Sepblac, Calle Alcalá 48, 28014 Madrid, or presented at the General Registry of the Banco de España at the same address. There is no F22 web portal and no electronic-signature flow to configure, so courier and registry time replaces the instant submission teams assume.
5. What has to sit around the representative
Appointing a person is only half the obligation. Article 26 ter(4) requires an adequate internal control body responsible for applying the Article 26 policies and procedures, with representation from the different business areas where relevant, meeting with express minutes of the resolutions adopted at the frequency fixed in the internal-control procedure. Article 26 ter(5) requires the representative and that body to have the necessary material, human and technical resources; Article 26 ter(6) requires the AML function to operate with functional separation from internal audit.
Two quantified rules in Real Decreto 304/2014 do the practical work. Article 35(2) makes the internal control body optional only for obliged subjects under paragraph (i) and following of Article 2.1 of Ley 10/2010, and for insurance brokers employing fewer than 50 people including agents with turnover or balance sheet not exceeding €10 million — and not where the firm sits in a group exceeding those figures. Credit institutions, payment institutions and e-money institutions sit in the earlier paragraphs of Article 2.1, so the exemption is not available to them at all. Article 35(3) then adds a threshold with no equivalent in most national AML regimes: an obliged subject whose annual turnover exceeds €50 million or whose balance sheet exceeds €43 million must maintain a unidad técnica for processing and analysing information, staffed by specialists on an exclusive-dedication basis with appropriate analytical training.
Facts: a Spanish payment institution grows past €50 million of annual turnover and its two-person AML team also covers fraud and complaints. Rule: Article 35(3) of RD 304/2014 requires a technical unit with specialised, exclusively dedicated staff above that turnover line, and the Article 35(2) exemption from having an internal control body is unavailable to a payment institution in any event. What the team does: ring-fences analyst headcount so the technical unit is genuinely exclusive rather than shared with the fraud queue, formalises the internal control body with a meeting calendar and minutes, and documents the resourcing decision against Article 26 ter(5). Outcome: a structural answer to the first question an inspection asks once the turnover figure is on file.
6. What non-compliance costs
Failures here are infracciones graves under Article 52 of Ley 10/2010, and three separate letters bite. Letter (n) covers failure to communicate the proposal of appointment to SEPBLAC or the refusal to attend to the objections or observations it makes, in the terms of Article 26 ter. Letter (ñ) covers failure to establish adequate internal control bodies, including the technical units where applicable. Letter (o) covers failure to give the representative and the internal control body the necessary material, human and technical resources.
Article 57 sets the consequence: a fine with a minimum of €60,000 and a maximum equal to the greater of 10% of total annual turnover, the economic content of the transaction plus 50%, three times the benefits derived where quantifiable, or €5,000,000. The fine is mandatory in every case and is imposed simultaneously with a public warning, a private warning, or — for entities requiring administrative authorisation — temporary suspension of it. Separately, individuals in posts of administration or direction responsible for the infringement face fines from €3,000 to €5,000,000, warnings, or removal from office with disqualification for up to five years across any entity subject to the law.
7. What to do, today
- Settle the distribution model first. Freedom of services, agents, permanent establishment and branch give different answers under Article 26 ter(3): the residence requirement follows the model, not the licence.
- Check the candidate holds a post of administration or direction — and, in a group, at the dominant company. A service contract with an adviser will not satisfy Article 26 ter(1).
- Get the board certification wording right before anything is printed: it must expressly appoint the person as representative to SEPBLAC. Do not substitute the constitutional deed or a legal-representative appointment.
- Plan for a paper filing to Calle Alcalá 48 or the Banco de España General Registry, and build courier and registry time into the market-entry plan.
- Decide on authorised persons now — up to two, each on its own F22-6 signed by both parties — so filing does not stall when the representative is unavailable.
- Watch the €50 million turnover and €43 million balance-sheet lines, which trigger the technical unit with exclusively dedicated staff.
- Put the disciplinary-removal notification into the leaver process, so a dismissal for cause is reported rather than handled as an ordinary change.
8. FAQ
What is Modelo F22?
It is SEPBLAC’s propuesta de nombramiento de representante — the form through which an obliged subject proposes its AML representative under Article 26 ter of Ley 10/2010. Modelo F22-6 is the companion form for communicating an authorised person, one per person, to a maximum of two.
Can the representative be based outside Spain?
Yes, in one specific case. Article 26 ter(3) requires a representative resident in Spain where the firm’s central administration is in another member state and it operates through agents or a permanent establishment other than a branch — that person is the central contact point. But for firms operating under the freedom to provide services, the same paragraph expressly states that residence in Spain is not required.
Does SEPBLAC approve the appointment?
No. Under Article 26 ter(2), SEPBLAC may raise reasoned objections or observations on the proposal. There is no approval to obtain and no statutory decision period. Refusing to attend to objections it does raise is itself a serious infringement under Article 52(n) of Ley 10/2010.
Can we outsource the representative role to a consultant?
Not the role itself in the ordinary case. Article 26 ter(1) requires a natural person holding a position of administration or direction of the company — in a group, of the dominant company. Operational AML work can be outsourced, and the representative may appoint up to two authorised persons under Article 35(1) of RD 304/2014, but the named representative must sit inside the governance structure.
How is the F22 submitted?
On paper. SEPBLAC’s procedure is documents unstapled and unbound, sent by post to Sepblac, Calle Alcalá 48, 28014 Madrid, or presented at the General Registry of the Banco de España at that address. There is no F22 web portal, so allow courier and registry time in the plan.
What happens if the representative resigns or is dismissed?
File a new proposal for the replacement. Article 35(1) of RD 304/2014 separately requires the obliged subject to communicate the removal or replacement of the representative or an authorised person to SEPBLAC where it has a disciplinary character, so a dismissal for cause carries its own notification on top of the new appointment.
Related: What is SEPBLAC? · How to file a SAR in Spain · What is the DMO? · AML representative across the EU
