Crowdfunding service providers for business

Business scope

Crowdfunding service, as defined in Regulation (EU) 2020/1503 (the ECSP Regulation), means the matching of business funding interests of investors and project owners, through the use of a crowdfunding platform, consisting of any of the following activities:

• lending-based crowdfunding;
• the placing, without a firm commitment basis, of transferable securities and admitted instruments for crowdfunding purposes issued by project owners or special purpose vehicles, and the reception and transmission of client orders in relation to those transferable securities and instruments (investment-based crowdfunding).

Crowdfunding services may be provided by specialized managers, by banks, securities investment firms, payment institutions, electronic money institutions and financial intermediaries under Article 106 of the Consolidated Law on Banking (Testo Unico Bancario, TUB), together with their own activities.

Crowdfunding platform operators may also provide additional services - as set out in the ECSP Regulation - such as managing electronic boards, applying credit scores, and suggesting the price and/or interest rate of crowdfunding offers.

In addition to the ECSP Regulation, the provision of crowdfunding services is governed by regulatory technical standards (RTS) and implementing technical standards (ITS) adopted by the European Commission on a proposal from the European Banking Authority (EBA) and the European Securities and Markets Authority (ESMA). These rules are supplemented by implementing provisions issued by Banca d'Italia and the Italian Companies and Stock Exchange Commission (CONSOB), to the extent permitted by the directly applicable European rules and in accordance with their respective powers (see the 'Legislation' section below). ESMA also publishes Q&As on its website to provide clarification on the provisions on European crowdfunding service providers for business.

As the rules on crowdfunding for businesses are harmonized, once authorized, providers may provide crowdfunding services in a Member State other than that in which the authorization was granted, after notifying CONSOB, the authority designated as the single point of contact under with Article 29 (2) of the ECSP Regulation.

Licensing process

Banca d'Italia and CONSOB are the competent authorities for the licensing and supervision of crowdfunding service providers pursuant to Article 4-sexies.1 (2) of the Consolidated Law on Finance (Testo Unico Finanziario, TUF). Specifically, with regard to the granting of licenses:

• CONSOB, after consulting Banca d'Italia, authorizes specialized crowdfunding platform operators and securities investment firms wishing to provide these services;
• Banca d'Italia, after consulting CONSOB, authorizes banks, payment institutions, electronic money institutions and financial intermediaries as crowdfunding service providers pursuant to Article 106 of the TUB.

The exchange of information between these authorities during the licensing procedure is regulated by a memorandum of understanding.

Licensing applications must be drawn up using the appropriate form (see the 'Downloads' section) and sent to CONSOB or Banca d'Italia, together with any annexes, in accordance with the criteria set out above. Applications must be submitted to Banca d'Italia by certified email (PEC, see the 'Contacts' section).

Before formally submitting an application, operators may contact CONSOB or Banca d'Italia (see the 'Contacts' section) and request a meeting to explain their activities. These meetings, which are not compulsory, are intended to help operators and do not affect the deadlines at this stage.

The total duration of the licensing procedure (see infographic) is 3 months from the date of receipt of the complete application.

Banca d'Italia and CONSOB shall assess the completeness of the application within 25 working days from the date of receipt; if the application is incomplete, the competent authority granting the authorization shall set a deadline for the crowdfunding service provider to submit the missing information. If the application is still incomplete after that deadline, the application may be rejected, in which case the documents shall be returned to the applicant.

If the application is complete, the competent authority shall make a decision no later than three months after receipt of the complete application. The other authority consulted shall provide its opinion within 45 days from the date of receipt of the complete application. The applicant shall be notified of the final decision within the following three working days.

The licensing procedure is subject to the procedural requirements laid down in the following legislation:

• ECSP Regulation;
• Commission Delegated Regulation (EU) 2022/2112;
• CONSOB Regulation on crowdfunding services (only in Italian);
• Banca d'Italia provisions implementing Article 4-sexies.1 of the TUF (only in Italian);
• Memorandum of Understanding between CONSOB and Banca d'Italia on crowdfunding (only in Italian).

For more information on the administrative procedure, please see the FAQ section.

Requirements

Crowdfunding service providers for business are legal entities established in the territory of the European Union and licensed under the ECSP Regulation.

Without prejudice to the specific sectoral rules applicable to supervised financial intermediaries wishing to provide crowdfunding services, the requirements are listed in Article 12 of the ECSP Regulation and include the following:

1. compliance with the regulatory requirements for capital participants holding, directly or indirectly, at least 20 per cent of the share capital or of the voting rights;
2. compliance with the regulatory requirements for members of the management body;
3. compliance with the prudential requirements over the three-year forecast period through own funds and/or an insurance policy (or comparable guarantee);
4. the adoption of overall governance and organizational arrangements appropriate for the activity;
5. the definition of a process for carrying out checks on project owners, as required by the legislation.

The application must be accompanied by specific documents, as set out in the relevant legislation (see the 'Legal framework' section) and in the application form (see FAQs).

A licensing application may be rejected if there are objective and demonstrable grounds for believing that the management body of the applicant crowdfunding service provider could jeopardize its effective, sound and prudent management and business continuity, as well as its due regard for the interests of customers and for the integrity of the market.

Contacts

To apply for authorization as a European crowdfunding service provider (by certified PEC email only), to request a meeting or to ask for clarifications strictly relating to the licensing procedure, please contact Banca d'Italia and CONSOB at the following email addresses:

• for Banca d'Italia, Supervisory Institutional Relations Directorate, New Banks and Financial Intermediaries Division, at the following email addresses:
• email: Servizio.Riv.Costituzioni@bancaditalia.it
• pec: riv@pec.bancaditalia.it
• for CONSOB, see the 'Contacts' section of the institution's website.

Questions relating to matters already covered on Banca d'Italia's website will not be answered.

Post licensing requirements

Licensed business crowdfunding service providers are registered with ESMA in accordance with Article 14 of the ECSP Regulation. CONSOB - as the authority designated as the single point of contact - shall provide ESMA with the necessary information.

Once authorized, providers must start operating within 18 months and comply with the information requirements set out in Banca d'Italia's provisions implementing Article 4-sexies.1 of the TUF (only in Italian) and CONSOB's regulation on crowdfunding services (only in Italian).

For audits within Banca d'Italia's remit, providers are assigned to the Bank's relevant unit and are subject to the supervisory powers provided for in Article 4-sexies.1 of the TUF.