€16,000 Fine for Selling Payment Entity Stake Without Notifying Bank of Spain

Key data

Transferring a significant stake in a payment entity without first notifying the Bank of Spain has a concrete cost: €16,000. That is the amount of the final fine that the supervisor has imposed on Duncan Macinnes, published in the BOE on 7 September 2026 after becoming final through administrative proceedings. The sanction was agreed by the Governing Council of the Bank of Spain on 17 June 2026, under the Law 10/2014, on the organization and supervision of credit institutions.

This case is not a minor technicality: remember that the prior notification obligation also exists when you cease to hold a significant stake, not only when you acquire one. An error frequently made by shareholders who assume that permission is only needed to enter, not to exit.

What does this regulation establish?

Law 10/2014 requires any natural or legal person holding a significant stake in an entity supervised by the Bank of Spain to notify the supervisor in advance of any transaction involving acquiring, increasing, reducing, or ceasing to hold such stake.

In this specific case, Duncan Macinnes transferred his significant stake in a payment entity without complying with that prior notification obligation. The Bank of Spain classified the conduct as a very serious infraction, the highest category in the sanctioning regime of Law 10/2014.

Publication of the sanction in the BOE is mandatory under article 115.5 of Law 10/2014, once the resolution becomes final through administrative proceedings. In other words, the supervisor not only fines: it also publishes the name of the offender, which adds a reputation component to the economic risk.

Economic and operational impact

The direct impact of this type of sanction is twofold: economic and reputational.

• Direct economic cost: €16,000 in fines, plus costs associated with the administrative sanctioning procedure (legal advice, management time).
• Reputational cost: Mandatory publication in the BOE means the offender's name is permanently recorded publicly, with potential impact on future relationships with financial entities and supervisors.
• Opportunity cost: A transfer transaction blocked or voided due to procedural non-compliance can generate civil disputes between the parties involved.

From an operational perspective, the most frequent error is assuming that the notification obligation only applies to the acquisition of stakes. This case makes clear that it also applies to the exit: ceasing to be the holder of a significant stake without notice is equally sanctionable as a very serious infraction.

Who does it affect?

• Natural or legal persons who are holders of a significant stake in a payment entity supervised by the Bank of Spain.
• Shareholders of payment entities planning a sale, assignment, or transfer of their stake.
• Private investors, funds, and family offices with positions in payment entities or credit institutions supervised.
• Legal and financial advisors managing corporate transactions in the regulated financial sector.
• Boards of directors and legal departments of payment entities that must ensure regulatory compliance of their significant shareholders.

Practical example

Imagine you are a founding partner of a payment entity authorized by the Bank of Spain and you decide to sell your 15% stake to an investment fund. The transaction closes at the notary's office, the fund enters the shareholder base, and you receive payment. Everything correct from a commercial standpoint.

However, if you have not previously notified that transfer to the Bank of Spain, you are in the same situation as Duncan Macinnes: you have ceased to hold a significant stake without complying with the prior notification obligation. The result: very serious infraction and €16,000 fine, plus publication of your name in the BOE.

The solution is simple but requires planning: the notification process must be initiated before closing the transaction, not after. The Bank of Spain has timeframes to respond and the transfer should not be executed until the procedure has been completed.

What should companies do now?

1. Identify if you hold a significant stake in any payment entity or credit institution supervised by the Bank of Spain. If you are unsure whether your participation percentage exceeds the threshold that Law 10/2014 considers "significant," consult with your legal advisor before any transaction.
2. Review any planned corporate transaction involving reducing or transferring that stake. This includes direct sales, donations, inheritances, corporate restructuring transactions, or pledge of shares.
3. Initiate the prior notification procedure with the Bank of Spain before executing the transfer. Notification must be made with sufficient advance notice for the supervisor to pronounce itself within its legal timeframes.
4. Document the process: keep receipts and communications with the Bank of Spain as evidence of compliance with the obligation.
5. Alert your board of directors or legal department to incorporate this control into the protocol for any transaction involving the shareholding of supervised entities.

Official source

Consult complete regulation at official source

Disclaimer: This article is for informational purposes only and does not constitute legal advice. For specific decisions, consult a qualified professional. Source: https://www.boe.es/diario_boe/txt.php?id=BOE-A-2026-18769