1.A legal person who intends to provide crowdfunding services shall apply to the competent authority of the Member State where it is established for authorisation as a crowdfunding service provider.
2.The application referred to in paragraph 1 shall contain all of the following:
(a)the name (including the legal name and any other trading name to be used) of the prospective crowdfunding service provider, the internet address of the website operated by that provider, and its physical address;
(b)the legal form of the prospective crowdfunding service provider;
(c)the articles of association of the prospective crowdfunding service provider;
(d)a programme of operations setting out the types of crowdfunding services that the prospective crowdfunding service provider intends to provide and the crowdfunding platform that it intends to operate, including where and how crowdfunding offers are to be marketed;
(e)a description of the prospective crowdfunding service provider’s governance arrangements and internal control mechanisms to ensure compliance with this Regulation, including risk-management and accounting procedures;
(f)a description of the prospective crowdfunding service provider’s systems, resources and procedures for the control and safeguarding of the data processing systems;
(g)a description of the prospective crowdfunding service provider’s operational risks;
(h)a description of the prospective crowdfunding service provider’s prudential safeguards in accordance with Article 11;
(i)proof that the prospective crowdfunding service provider meets the prudential safeguards in accordance with Article 11;
(j)a description of the prospective crowdfunding service provider’s business continuity plan which, taking into account the nature, scale and complexity of the crowdfunding services that the prospective crowdfunding service provider intends to provide, establishes measures and procedures that ensure, in the event of failure of the prospective crowdfunding service provider, the continuity of the provision of critical services related to existing investments and sound administration of agreements between the prospective crowdfunding service provider and its clients;
(k)the identity of the natural persons responsible for the management of the prospective crowdfunding service provider;
(l)proof that the natural persons referred to in point (k) are of good repute and possess sufficient knowledge, skills and experience to manage the prospective crowdfunding service provider;
(m)a description of the prospective crowdfunding service provider’s internal rules to prevent persons referred to in the first subparagraph of Article 8(2) from engaging, as project owners, in crowdfunding services offered by the prospective crowdfunding service provider;
(n)a description of the prospective crowdfunding service provider’s outsourcing arrangements;
(o)a description of the prospective crowdfunding service provider’s procedures to handle complaints from clients;
(p)a confirmation of whether the prospective crowdfunding service provider intends to provide payment services itself or through a third party, under Directive (EU) 2015/2366, or through an arrangement in accordance with Article 10(5) of this Regulation;
(q)a description of the prospective crowdfunding service provider’s procedures to verify the completeness, correctness and clarity of the information contained in the key investment information sheet;
(r)a description of the prospective crowdfunding service provider’s procedures in relation to investment limits for non-sophisticated investors referred to in Article 21(7).
3.For the purposes of point (l) of paragraph 2, prospective crowdfunding service providers shall provide proof of the following:
(a)absence of a criminal record in respect of infringements of national rules in the fields of commercial law, insolvency law, financial services law, anti-money laundering law, fraud law or professional liability obligations for all the natural persons involved in the management of the prospective crowdfunding service provider and for shareholders who hold 20 % or more of the share capital or voting rights;
(b)proof that the natural persons involved in the management of the prospective crowdfunding service provider collectively possess sufficient knowledge, skills and experience to manage the prospective crowdfunding service provider and that those natural persons are required to commit sufficient time to the performance of their duties.
4.The competent authority shall, within 25 working days of receipt of the application referred to in paragraph 1, assess whether that application is complete by checking that the information listed in paragraph 2 has been submitted. Where the application is not complete, the competent authority shall set a deadline by which the prospective crowdfunding service provider is to provide the missing information.
5.Where an application referred to in paragraph 1 remains incomplete after the deadline referred to in paragraph 4, the competent authority may refuse to review the application and, in the event of such refusal, shall return the submitted documents to the prospective crowdfunding service provider.
6.Where an application referred to in paragraph 1 is complete, the competent authority shall immediately notify the prospective crowdfunding service provider thereof.
7.Before adopting a decision granting or refusing to grant authorisation as a crowdfunding service provider, the competent authority shall consult the competent authority of another Member State in the following cases:
(a)the prospective crowdfunding service provider is a subsidiary of a crowdfunding service provider authorised in that other Member State;
(b)the prospective crowdfunding service provider is a subsidiary of the parent undertaking of a crowdfunding service provider authorised in that other Member State; or
(c)the prospective crowdfunding service provider is controlled by the same natural or legal persons who control a crowdfunding service provider authorised in that other Member State.
8.The competent authority shall, within three months from the date of receipt of a complete application, assess whether the prospective crowdfunding service provider complies with the requirements set out in this Regulation and shall adopt a fully reasoned decision granting or refusing to grant authorisation as a crowdfunding service provider. That assessment shall take into account the nature, scale and complexity of the crowdfunding services that the prospective crowdfunding service provider intends to provide. The competent authority may refuse authorisation if there are objective and demonstrable grounds for believing that the management body of the prospective crowdfunding service provider could pose a threat to its effective, sound and prudent management and business continuity, and to the adequate consideration of the interest of its clients and the integrity of the market.
9.The competent authority shall inform ESMA of all authorisations granted under this Article. ESMA shall add information on the successful applications to the register of authorised crowdfunding service providers in accordance with Article 14. ESMA may request information in order to ensure that competent authorities grant authorisations under this Article in a consistent manner.
10.The competent authority shall notify the prospective crowdfunding service provider of its decision within three working days of the date of that decision.
11.A crowdfunding service provider authorised in accordance with this Article shall, at all times, meet the conditions for its authorisation.
12.Member States shall not require crowdfunding service providers that provide crowdfunding services on a cross-border basis to have a physical presence in the territory of a Member State other than the Member State in which those crowdfunding service providers are authorised.
13.Crowdfunding service providers authorised under this Regulation may also engage in activities other than those covered by the authorisation referred to in this Article in accordance with the relevant applicable Union or national law.
14.Where an entity authorised pursuant to Directive 2009/110/EC, 2013/36/EU, 2014/65/EU or (EU) 2015/2366, or national law applicable to crowdfunding services prior to the entry into force of this Regulation, applies for authorisation as a crowdfunding service provider under this Regulation, the competent authority shall not require that entity to provide information or documents which it has already submitted when applying for authorisation pursuant to those Directives or national law, provided that such information or documents remain up-to-date and are accessible to the competent authority.
15.Where a prospective crowdfunding service provider also seeks to apply for an authorisation to provide payment services solely in connection with the provision of crowdfunding services, and to the extent that the competent authorities are also responsible for the authorisation under Directive (EU) 2015/2366, the competent authorities shall require that the information and documents to be submitted under each application are submitted only once.
16.ESMA shall develop draft regulatory technical standards to specify further:
(a)the requirements and arrangements for the application referred to in paragraph 1, including the standard forms, templates and procedures for the application for authorisation; and
(b)the measures and procedures for the business continuity plan referred to in point (j) of paragraph 2.
When developing those draft regulatory technical standards, ESMA shall take into account the nature, scale and complexity of the crowdfunding services provided by the crowdfunding service provider.
ESMA shall submit those draft regulatory technical standards to the Commission by 10 November 2021.
Power is delegated to the Commission to supplement this Regulation by adopting the regulatory technical standards referred to in the first subparagraph of this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.
1.The competent authorities that granted an authorisation notified under Article 12(10) shall ensure that such authorisation specifies the crowdfunding services which the crowdfunding service provider is authorised to provide.
2.A crowdfunding service provider seeking authorisation to extend its business to additional crowdfunding services not foreseen at the time of the authorisation granted under Article 12 shall submit a request for extension of its authorisation to the competent authorities that granted the crowdfunding service provider its authorisation under Article 12 by complementing and updating the information referred to in Article 12(2). The request for extension shall be processed in accordance with Article 12(4) to (11).
1.ESMA shall establish a register of all crowdfunding service providers. That register shall be publicly available on its website and shall be updated on a regular basis.
2.The register referred to in paragraph 1 shall contain the following data:
(a)the name, legal form and, where applicable, the legal entity identifier of the crowdfunding service provider;
(b)the commercial name, physical address and internet address of the crowdfunding platform operated by the crowdfunding service provider;
(c)the name and address of the competent authority which granted authorisation and its contact details;
(d)information on the crowdfunding service for which the crowdfunding service provider is authorised;
(e)a list of the Member States in which the crowdfunding service provider has notified its intention to provide crowdfunding services in accordance with Article 18;
(f)any other services provided by the crowdfunding service provider not covered by this Regulation with a reference to the relevant Union or national law;
(g)any penalties imposed on the crowdfunding service provider or its managers.
3.Any withdrawal of authorisation of a crowdfunding service provider in accordance with Article 17 shall be published, and remain published, in the register for five years.
1.Crowdfunding service providers shall provide their services under the supervision of the competent authorities that granted authorisation.
2.The relevant competent authority shall assess the compliance of crowdfunding service providers with the obligations provided for in this Regulation. It shall determine the frequency and depth of that assessment having regard to the nature, scale and complexity of the activities of the crowdfunding service provider. For the purpose of that assessment, the relevant competent authority may subject the crowdfunding service provider to an on-site inspection.
3.Crowdfunding service providers shall notify the relevant competent authority of any material changes to the conditions for authorisation without undue delay and shall, upon request, provide the information needed to assess their compliance with this Regulation.
1.A crowdfunding service provider shall annually and on a confidential basis provide a list of projects funded through its crowdfunding platform to the competent authority that granted authorisation, specifying for each project:
(a)the project owner and the amount raised;
(b)the instrument issued, as defined in points (b), (m) and (n) of Article 2(1);
(c)aggregated information about the investors and invested amount broken down by fiscal residency of the investors, distinguishing between sophisticated and non-sophisticated investors.
2.Competent authorities shall provide the information referred to in paragraph 1 to ESMA in anonymised format within one month of the date of receipt of that information. ESMA shall develop and publish aggregated annual statistics relating to the crowdfunding market in the Union on its website.
3.ESMA shall develop draft implementing technical standards to establish data standards and formats, templates and procedures for the information to be reported in accordance with this Article.
ESMA shall submit those draft implementing technical standards to the Commission by 10 November 2021.
Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph of this paragraph in accordance with Article 15 of Regulation (EU) No 1095/2010.
1.The competent authorities which granted authorisation shall have the power to withdraw the authorisation in any of the following situations where the crowdfunding service provider:
(a)has not used its authorisation within 18 months of the date of granting of the authorisation;
(b)has expressly renounced its authorisation;
(c)has not provided crowdfunding services for nine successive months and is also no longer involved in the administration of existing contracts that are the result of initial matching of business funding interests through the use of its crowdfunding platform;
(d)has obtained its authorisation by irregular means, including making false statements in its application for authorisation;
(e)no longer meets the conditions under which the authorisation was granted;
(f)has seriously infringed this Regulation.
The competent authorities that granted authorisation shall also have the power to withdraw the authorisation in any of the following situations:
(a)where the crowdfunding service provider is also a payment service provider in accordance with Directive (EU) 2015/2366 and it, or its managers, employees or third parties acting on its behalf, have infringed national law implementing Directive (EU) 2015/849 in respect of money laundering or terrorist financing; or
(b)where the crowdfunding service provider or a third party acting on its behalf has lost the authorisation allowing the provision of payment services in accordance with Directive (EU) 2015/2366 or investment services under Directive 2014/65/EU, and that crowdfunding service provider or third party has failed to remedy the situation within 40 calendar days.
2.Where a competent authority in a Member State withdraws an authorisation, the competent authority designated as a single point of contact in that Member State in accordance with Article 29(2) shall without undue delay notify ESMA and the competent authorities of the other Member States in which the crowdfunding service provider provides crowdfunding services in accordance with Article 18. ESMA shall introduce information on the withdrawal of the authorisation in the register referred to in Article 14.
3.Before making a decision to withdraw the authorisation, the competent authority that granted authorisation shall consult the competent authority of another Member State in cases where the crowdfunding service provider is:
(a)a subsidiary of a crowdfunding service provider authorised in that other Member State;
(b)a subsidiary of the parent undertaking of a crowdfunding service provider authorised in that other Member State; or
(c)controlled by the same natural or legal persons who control a crowdfunding service provider authorised in that other Member State.
1.Where a crowdfunding service provider authorised in accordance with Article 12 intends to provide crowdfunding services in a Member State other than the Member State whose competent authority granted authorisation in accordance with Article 12, it shall submit to the competent authority designated as a single point of contact in accordance with Article 29(2), by the Member State where authorisation was granted, the following information:
(a)a list of the Member States in which the crowdfunding service provider intends to provide crowdfunding services;
(b)the identity of the natural and legal persons responsible for the provision of the crowdfunding services in those Member States;
(c)the starting date of the intended provision of the crowdfunding services by the crowdfunding service provider;
(d)a list of any other activities provided by the crowdfunding service provider not covered by this Regulation.
2.The single point of contact of the Member State where authorisation was granted shall, within 10 working days of receipt of the information referred to in paragraph 1 of this Article, communicate that information to the competent authorities of the Member States in which the crowdfunding service provider intends to provide crowdfunding services as referred to in paragraph 1 of this Article and to ESMA. ESMA shall introduce that information in the register referred to in Article 14.
3.The single point of contact of the Member State where authorisation was granted shall thereafter inform without delay the crowdfunding service provider of the communication referred to in paragraph 2.
4.The crowdfunding service provider may start to provide crowdfunding services in a Member State other than the one whose competent authority granted authorisation from the date of the receipt of the communication referred to in paragraph 3 or at the latest 15 calendar days after submitting the information referred to in paragraph 1.