Intermediary Institution (spv)

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  • Monday, 13 June 2016 13:08

According to the New Act on development of Financial Instruments and Institutions, Art. 1, Paragraph D, the Intermediary Institution (or Special Purpose Vehicle) has been defined as: "it is one of the financial institutions subject of Stock Market Act in the Islamic Republic of Iran that could perform the transactions subject of Islamic transactions and thus finance through issuance of securities". This definition includes the subject of SPVs that has been stated in the agreement of this institution.
The SPV, as the agent of issuing different kinds of Islamic securities or Sukuk, is the only institution that is allowed to issue securities. The originator is also allowed to issue securities in order to finance itself. Based on Instruction for Issuance of Lease Securities, Article 3, it can only embark on issuing securities through SPV. According to the model designed based on the rules and regulations, the SPV plays the role of mutual power of attorney. On one hand, with regard to certain issues it is considered the attorney of the originator, and with regard to certain others, it is the lawyer of the owners of securities. The main activities of the SPV until the issuance of securities and before transferring them to investors are done through power of attorney of the originator. Although a separate attorney contract is not signed between the SPV and the originator with the subject of doing originator's activities by the SPV, the transfer of such affairs as signing contracts with the sale agents, market makers and underwriters indicates that an implied power of attorney has been granted by the originator. After transferring the securities to investors, the SPV transfers the securities to the security owners and introduces itself as the lawyer of the owners with regard to signing the contracts related to asset-backed securities issuance. This will give the SPV the authority to sign pro-issuance contracts as purchase, lease, and guarantee contracts and the like. In addition, the SPV can receive the profits and distribute them among securities owners according to the ratio of original securities. In certain cases, the SPV, based on the authorization granted by the securities owners with regard to carrying out the above tasks, can transfer to the CSDI as the sale agent the task of paying the profits and original securities.