CMVM Regulations on the Revision of the Reporting Duties
Legal Alert no. 143
CMVM Regulations no. º 6/2020, no. º 7/2020, no. º 8/2020 and no. º 9/2020
On 10 of November of 2020, CMVM published four regulations, CMVM Regulation n. 6/2020, CMVM Regulation n. 7/2020, CMVM Regulation n. 8/2020 and CMVM Regulation n. 9/2020, which fundamentally changed the reporting duties to the CMVM. This revision had in view two main guidelines: the streamlining of the current reporting system to CMVM and the reduction of the costs associated to that same system. CMVM Regulation no.º 6/2020 has been published in the Portuguese Official Gazette, the publication of the remaining regulations is currently pending.
The published regulations amend and repeal nineteen Instructions and seven Regulations by CMVM, which exclude duplicated reporting duties, non-essential for supervising purposes reporting duties as well as reporting duties already deriving from the Community legislation. This revision covers a wide range of reporting duties, namely, on financial intermediation activities, collective investment undertakings, venture capital, securitisation of credits, packaged retail and insurance-based investment products (PRIIPs) and real estate appraisers.
To note the following main innovations:
CMVM Regulation no. º 6/2020
CMVM Regulation n. 6/2020, which amends CMVM Regulation no. º 2/2007, no. º 2/2015, no. º 2/2002, no. º 8/2018; no. º 1/2020; no. º 1/2017, no. º 3/2016 and repeals the following CMVM Instructions: no. º 9/2002; no. º 2/2011; no. º 3/2011; no. º 4/2011; no. º 5/2011; no. º 6/2011, no. º 7/2011, no. º 8/2011, no. º 10/2011, no. º 2/2021; no. º 8/2012; no. º 10/2012; no. º 1/2016; no. º 2/2016; no. º 3/2016, no. º 4/2016, no. º 5/2016, and no. º 7/2016.
This regulation introduces changes on the periodicity of the reporting duties of the managing entities of collective investment undertakings (“CIU”) and entities responsible for management of third countries CIUs authorised in Portugal under RGOIC and CMVM Regulation no. 2/2015. The amendments regard the reporting duties to CMVM on: the management of risk associated with the investment; portfolio composition of each CIU under management and corresponding total net asset value; non-balance sheet liabilities and number of units in circulation; the portfolio under management; the value of the investment unit, the distributed income and amortisation of shares; constitutive documents; specific reports on the CIU managing activity and accounting documents.
Furthermore, the managing entity and branches of management companies of CIUs with registered offices in the European Union, must submit, monthly, information on their financial intermediation services practiced in Portugal.
Additionally, this regulation amends the periodicity of the reporting duties of venture capital fund, social entrepreneurship funds and specialised alternative investment funds management companies under CMVM Regulation n. º 3/2015. Thus, the amendments relate to the reporting duties on: the portfolio composition, acquisition and disposal of assets, unit-holders and capital, balance sheet and income statement of the undertaking, statement of accounts and audit report as well as management regulation and eventual amendments.
Additionally, this regulation amends the reporting duties of credit securitisation fund management companies which must submit to CMVM, periodically, under CMVM regulation n.º 2/2002 information on: the portfolio composition, balance sheet and income statement of the undertaking, statement of
accounts as well as possible amendments to the management regulation, annual report of the statement of accounts as well as information relating to legal accounts certificate.
Moreover, this regulation introduces some innovations on the provisions set out in CMVM regulation n. 8/2018 on packaged retail and insurance-based investments products (PRIIPs) and the key information documents that accompany it. Among the amendments, it is important to highlight that the reporting duties related to PRIIPS are now subject to the rules of CMVM regulation n. 3/2016 on the submission of information to CMVM via computer file. This information must be submitted in the following two business days after the publication of the Key Investor information (“DIF”) in the PRIPP’s manufacturer website or two business after the approval of the prospectus when the PRIIPS are marketed through public offering with prospectus approval by CMVM.
It extends the scope of the CMVM Regulation n. 1/2020, from now on the following entities must report to CMVM the information set out in
that regulation for supervision purposes: self-managed collective investment
corporations, credit securitisation corporations, managing companies of venture
capital funds, venture capital corporations, self-managed venture capital corporations, self-managed alternative investment corporations and entrepreneurship corporations.
The annual report, which Real Estate Appraisers must submit to CMVM in accordance with CMVM Regulation n. 1/2017, must now mention, if applicable, the real estate appraisers which are natural persons when registered with real estate appraisers which are legal persons.
This regulation introduces changes in the formatting and filling out rules of ASCII to be submitted to CMVM under CMVM regulation n. 3/2016.
Lastly, CMVM Regulation n.º 6/2020 determines that financial intermediaries and undertakings authorized to practice intermediary activities under CMVM Regulation n. 2/2007 must now submit to CMVM information related to: activities of reception, transmission and execution of orders on behalf of others, portfolio management on behalf of third parties, activities related to trading in their own account and depositary and registry of financial instruments.
CMVM Regulation no. º 7/2020
The CMVM Regulation n. º 7/2020 introduces and regulates the obligation of financial intermediaries, managing entities of CIUs and managing entities of crowdfunding electronic platforms established or registered in Portugal to report to CMVM the complaints brought up by non-professional investors.
The entities with reporting duties must fill out and submit, in accordance with the annex of this regulation, the information related to ongoing or resolved complaints brought up by non-professional investors in the exercise of intermediary activities, management of CIU as well as management of crowdfunding electronic platforms. This information must have as the date of reference the period between the first and last day of each
semester of the civil year. This information must be submit biannually and up
until the last day of the following month of the semester end to which the
information relates. The entities, which pursue their activities by way of
freedom to provide services, are exempt from this regime with the exception of
managing entities of CIUs registered in Portugal.
This regulation will enter into effect on first of January of 2021. Therefore, the first information report under this regulation must be submitted until 31st of July with reference to the first semester of that year.
CMVM Regulation no. º 8/2020
The CMVM Regulation no. º 8/2020, which was preceded by CMVM public consultation no.º 4/2020, streamlines under one regulation the legal norms on the reporting duties which financial intermediaries and the managing entities of collective investment undertaking are subject to on prices, marketing and fees practiced, when applicable.
The entities with reporting duties must submit to CMVM, according to the annexes of this regulation, and depending on their activity, information on: (i) the pricing list directed to non-professional investors for the reception, transmission and execution of orders on behalf of others and registry and depositary of financial instruments activities, (ii) collective investment undertaking’s current operating rates when the third party managed collective investment undertaking is of an open nature; and (iii) the rates associated with the marketing of the managed CIU related to trade commissions, redemption fees and brokerage fees in the conditions and according to calculation methods established in the constitutive documents when the undertaking is of open nature.
These elements must be submitted to CMVM: (i) on the date that marks the start of its activity or (ii) on the date that marks the start of the activities of the managed CIU; (iii) whenever any alterations are registered and (iv) annually up until the 10th business day after the 30 of April of each year.
The first information report must be submitted on the 10th business day after the 1st of July and be in reference to the prices practised up until that day.
CMVM Regulation no. º 9/2020
Lastly, it was published the CMVM Regulation n. 9/2020
which establishes and regulates the reporting duty to CMVM of a self-evaluation report on the governing and internal control system to be prepared by ever entity under the supervision of CMVM.
This Regulation repeals articles 11º and 11º C as well as the Annexes III of CMVM Regulation no. º 2/2007 and article 1º-1 of CMVM Regulation no. º 2/2015 and replaces the current framework, which envisaged the annual submission to CMVM of a report regarding the internal compliance control systems, risk management systems and audit documents. This regulation intends to ensure a greater involvement and accountability in the compliance of control mechanisms.
Thus, when the entity is simultaneously subject to supervision of both the Bank of Portugal and CMVM, it must send the self-evaluation annual
report, envisaged by Bank of Portugal, to CMVM until the 31st of December of each year referencing the 30th of November. From now on, (i) managing companies of CIU in transferable securities, (ii) venture capital fund management companies; or (iii) the managing entities of specialised
alternative investment undertakings whose assets under management exceed in
total: 100.000.000 € when the portfolios include assets acquired through the
use of leverage, or 500.000.000€ when AIU do not use leverage and which
reimbursement rights can be exercised during the period of 5 years as from the
date of the initial investment must submit to CMVM a self-evaluation annual report on their governing and internal control systems in accordance with
The first self-evaluating report under this new regulation must be submitted until the 31st of Abril of 2021.
To access the full legal text of CMVM Regulations no.º 6/2020, no. º 7/2020, no. º 8/2020 and no. º 9/2020 please click here.