Commission Delegated Regulation (EU) 2025/755 of 16 April 2025 supplementing Regulation (EU) 2023/2631 of the European Parliament and of the Council by specifying the type of fees to be charged by ESMA to external reviewers of European Green Bonds, the matters in respect of which fees are due, the amount of the fees, and the manner in which those fees are to be paid
Registration, recognition, and authorisation fees
1. Any person or entity that applies for registration as an external reviewer for European Green Bonds pursuant to Article 23 of Regulation (EU) 2023/2631 shall pay ESMA a fee of EUR 40 000.
2. A third-country external reviewer that applies for registration as an external reviewer for European Green Bonds pursuant to Article 39 of Regulation (EU) 2023/2631 shall pay ESMA a fee of EUR 10 000.
3. A third-country external reviewer that applies for recognition pursuant to Article 42(1) of Regulation (EU) 2023/2631 shall pay ESMA a fee of EUR 40 000.
4. An external reviewer of European Green Bonds that applies – post its registration – for authorisation as an endorsing external reviewer pursuant to Article 43(1) of Regulation (EU) 2023/2631 shall pay ESMA a fee of EUR 20 000.
Annual supervisory fees
1. An external reviewer with an annual turnover generated at group level of below EUR 5 000 000 shall be exempt from having to pay ESMA an annual supervisory fee. That exemption shall apply until the end of the third full calendar year following registration or recognition as applicable. After that date, those external reviewers shall pay an annual supervisory fee that is calculated in accordance with paragraph 2.
2. ESMA shall calculate the total annual supervisory cost and the annual supervisory fee for a given external reviewer as follows:
(a)
the total annual supervisory cost for a given year ( n ) shall be the estimate of expenditures relating to the supervision of external reviewers’ activities under Regulation (EU) 2023/2631 as included in ESMA’s budget for that year;
(b)
an external reviewer’s annual supervisory fee for a given year ( n ) shall be the total annual supervisory cost determined pursuant to point (a), divided between all external reviewers except those external reviewers that are exempt pursuant to paragraph 1 in year ( n ), in proportion to their applicable turnover calculated in accordance with Article 3;
(c)
the annual supervisory fee charged to an external reviewer shall not represent more than 3 % of its applicable turnover. However, no external reviewer shall pay an annual supervisory fee that is lower than EUR 30 000.
3. By way of derogation from paragraphs 1 and 2, the first-year supervisory fee shall be equal to the fee referred to in Article 1(1) or, where applicable, to the fee referred to in Article 1(2) or, where applicable, the fee referred to in Article 1(3), multiplied by the number of days between registration or recognition and the end of the year and divided by the total number of days in that year.
4. An external reviewer that is registered or recognised during the month of December shall not pay the first-year supervisory fee.
Applicable turnover
1. External reviewers shall keep audited accounts which clearly distinguish the revenues generated from external review services from their other revenues.
2. The applicable turnover of an external reviewer for a given year ( n ) as referred to in Article 2(2) shall be the sum of that external reviewer’s revenues generated from the provision of external review services on the basis of the audited accounts of the year ( n -2).
3. To calculate the turnover co-efficient of each external reviewer, ESMA shall divide the applicable turnover of that external reviewer in year ( n -2) by the applicable turnover of all external reviewers in year ( n -2) reduced by the turnovers of external reviewers that are exempted from paying an annual supervisory fee pursuant to Article 2(1). Where no audited accounts for year ( n –2) are available for a given external reviewer, ESMA shall use the audited accounts of that external reviewer of year ( n –1).
4. Where the external reviewer did not operate during the full year ( n -2) or ( n -1), ESMA shall calculate the applicable turnover of that external reviewer in accordance with paragraph 2 by extrapolating for that external reviewer the values calculated for the number of months during which that external reviewer operated in year ( n -2) or ( n -1) to the whole year ( n -2) or ( n -1).
5. External reviewers shall provide ESMA with the audited accounts referred to in paragraph 1 on an annual basis. They shall submit those accounts to ESMA by electronic means no later than 30 September each year ( n -1). An external reviewer that is registered or recognised after 30 September shall provide ESMA with its audited accounts immediately upon registration or recognition, and by the end of the year of registration or recognition.
6. ESMA shall convert revenues generated from external review services that are reported in another currency than euro into euro using the average euro foreign exchange rate applicable to the period during which those revenues were recorded. For that purpose, ESMA shall use the euro foreign exchange reference rate published by the European Central Bank.
General payment modalities
All fees shall be payable in euro. Any late payments shall incur the default interest laid down in Article 99 of Regulation (EU, Euratom) 2024/2509 of the European Parliament and of the Council ( 3 ) .
Payment of registration, recognition and authorisation fees
1. The fees for registration, recognition and authorisation shall be due at the time the external reviewer applies for registration, recognition or authorisation and shall be paid in full within 30 days from the date of issuance of ESMA’s invoice.
2. ESMA shall not refund any registration, recognition or authorisation fees to external reviewers that decide to withdraw their application for registration, recognition or authorisation.
Payment of annual supervisory fees
1. The annual supervisory fee referred to in Article 2 shall be due at the beginning of each calendar year and shall be paid in full to ESMA in the first 3 months of that year. ESMA shall provide each external reviewer with an invoice that specifies the supervisory fee due at the latest 30 days before the final payment date.
2. ESMA shall under no circumstances refund any annual supervisory fees paid.
Reimbursement of national competent authorities
1. Only ESMA shall charge the fees referred to in Article 1 and 2.
2. ESMA shall reimburse national competent authorities for the actual costs incurred for carrying out tasks pursuant to Regulation (EU) 2023/2631, and in particular for any tasks carried out pursuant to Article 55(4) or Article 56(5) of that Regulation. Costs to be reimbursed shall include all fixed costs and variable costs related to the assistance provided to ESMA.
Entry into force
This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union .
Source: EUR-Lex (Publications Office of the EU), © European Union, reuse permitted under Commission Decision 2011/833/EU.
