An SCR (sociedad de capital riesgo, a Spanish venture capital company) enjoys a very favorable tax regime (Article 50 of the Corporate Income Tax Law (LIS)), but it requires going through the CNMV, €1.2 million of capital, and investment and diversification ratios that many family holding companies do not meet. We analyze whether it pays off for you and, if it fits, we carry out the transaction.
Does your holding company qualify as an SCR? Free analysis
Tell us which stakes your holding company owns and how much weight each one carries, and we will tell you whether it fits.
Converting a holding company into an SCR is not a change of name: the corporate purpose, the legal form, the supervisor and the tax treatment all change. We analyze it before you take any irreversible step.
We check whether your companies are non-financial, non-real-estate and unlisted, and how much weight each one carries, to see whether you would meet the 60% ratio and the 25% limit.
We compare the regime of Article 21 of the Corporate Income Tax Law with that of Article 50 for dividends and capital gains, including the limitations on transactions with related parties.
We analyze whether the SCR should manage itself, with its own structure and control functions, or entrust its management to an SGEIC (management company of closed-ended investment entities) or another authorized entity.
We design the transaction: conversion into a public limited company (sociedad anónima, SA), a new corporate purpose, the contribution or exchange of shares and, where appropriate, the tax neutrality regime with a valid economic reason.
We prepare the CNMV application: bylaws, investment policy, directors, program of activities or management agreement, and entry in the register.
We help you maintain the ratios, diversification, asset valuation and reporting to the CNMV, which is what preserves the regime.
The SCR suits families that invest in several unlisted companies with the intention of getting in and out, not just any holding company.
The SCR takes temporary stakes in non-financial, non-real-estate companies, and diversification is a requirement, not an option.
In an SCR, dividends from portfolio companies can be exempt whatever the percentage and holding period.
The 99% exemption on capital gains applies between the second and fifteenth year of ownership when the Article 21 requirements are not met.
An SCR supervised by the CNMV offers a recognized framework for bringing in co-investors.
Figures from Law 22/2014 on venture capital entities and Law 27/2014 on Corporate Income Tax.
Minimum subscribed share capital: 25% is paid up on incorporation and the rest within the 12 months following registration with the CNMV.
Minimum share of computable assets that must be invested in eligible assets, checked at the end of each financial year.
Maximum share of investable assets in a single company and in companies of the same group.
Initial period during which the mandatory ratio and the diversification limits may be breached.
Exemption on capital gains from the sale of portfolio companies between the second and fifteenth year, when the Article 21 requirements are not met.
Exemption on dividends from portfolio companies, whatever the percentage and holding period.
We analyze your portfolio companies, the tax treatment and the cost of the structure, and tell you with numbers whether it pays off.
It can, if it fits within Law 22/2014: the form of a public limited company (SA), a corporate purpose limited to venture capital activities, minimum capital of €1.2 million, at least 60% of computable assets in eligible assets, and diversification. It also has to go through the CNMV: authorization if it is self-managed, and entry in the CNMV register. Many holding companies do not fit because of concentration or the type of assets.
Its main purpose is to take temporary stakes in companies of a non-real-estate and non-financial nature that are not listed on a regulated market at the time of the investment (Art. 9). It may also invest, among others, in companies with more than 50% of their assets in real estate if at least 85% is used in an economic activity, in other venture capital entities (ECRs) and in financial entities based mainly on technology.
It may not invest more than 25% of its investable assets in a single company or more than 35% in companies of the same group (Art. 16), although it may breach these limits during the first three years. In a holding company with a single family business that concentrates almost all the value, this limit is usually the main obstacle.
The SCR can apply the exemption in Article 21(1) of the Corporate Income Tax Law to dividends from its portfolio companies whatever the percentage and holding period, and a 99% exemption on capital gains from the sale of shares between the second and fifteenth year of ownership (exceptionally extendable to the twentieth) when the Article 21 requirements are not met (Arts. 50(1) and 50(2)). As for any company, Art. 21(10) reduces the amount exempt under Article 21 by 5% as management expenses.
Yes, and they need to be studied. If the Article 21 requirements are not met, the 99% exemption does not apply when the shares were acquired from a person or entity related to the SCR, or when they are sold to a related person that is not another venture capital entity (Art. 50(6)). The holding period runs from acquisition, so shares the family has held for more than fifteen years fall outside that exemption. In addition, the neutrality regime for contributions does not apply if the transaction lacks valid economic reasons (Art. 89(2)).
If the shareholder is a resident company or a non-resident with a permanent establishment, dividends and capital gains from the SCR can be exempt whatever the percentage and holding period (Arts. 50(3) and 50(4)). If it is a non-resident without a permanent establishment, that income is not deemed to be obtained in Spain, unless it flows through tax havens. Article 50 does not provide a special regime for shareholders who are resident individuals.
The SCR can manage itself or entrust its management to an SGEIC, an SGIIC (collective investment scheme management company) or an entity authorized to manage portfolios (Arts. 26 and 29 of Law 22/2014). If it is self-managed, it is subject to the SGEIC regime and needs CNMV authorization. If it delegates management, the agreement is executed as a public deed and entered in the Commercial Register and in the CNMV register.
If the SCR is self-managed, the CNMV must decide on the authorization within three months of the application or of the date the documentation is complete, extendable by another three (Art. 46 of Law 22/2014). Before that, the corporate conversion and the contributions have to be prepared, so it is advisable to plan the full timetable.
The conversion only pays off if it passes three filters: regulatory, tax and the cost of the structure.
The type of portfolio companies, concentration and the temporary nature of the stakes decide whether an SCR is possible.
Article 21 versus Article 50 of the Corporate Income Tax Law, with the related-party rules.
Authorization or an agreement with a management company, monitoring of the ratios and periodic reporting to the CNMV.
Source: Law 22/2014 (Arts. 9, 13, 16, 17, 26, 29, 41 and 45) and Law 27/2014 on Corporate Income Tax (Arts. 21, 50, 87 and 89).
These terms appear in Law 22/2014, in the Corporate Income Tax Law and in any conversion analysis.
Venture capital entity in the form of a public limited company (SA) that invests in unlisted companies.
Company whose main activity is holding shares in other companies.
Minimum share of computable assets that must be held in the eligible assets listed in Art. 13.
Equity, plus participating loans received and net unrealized capital gains.
Maximum of 25% of investable assets in one company and 35% in a single group.
SCR that manages itself and is subject to the SGEIC regime.
Company authorized by the CNMV to manage ECRs, including SCRs.
Exemption on dividends and 99% exemption on capital gains from portfolio companies, subject to conditions.
Acquisitions from persons or entities related to the SCR, which can rule out the 99% exemption.
Holding company: no specific supervision.
SCR: CNMV: authorization or registration, and periodic reporting.
Holding company: private limited company (sociedad limitada, SL) or SA, with no special minimum.
SCR: SA with €1,200,000 of subscribed capital.
Holding company: unrestricted.
SCR: 60% in eligible assets and limits of 25% and 35%.
Holding company: Article 21 exemption with a stake of at least 5% held for one year.
SCR: exemption whatever the percentage and holding period.
Holding company: Article 21 exemption with the same requirements.
SCR: 99% exemption between the second and fifteenth year if the Article 21 requirements are not met.
These are the most common reasons why a conversion fails or ends up being expensive.
Tell us which stakes your holding company owns, what each one is worth and what your plans are, and we will tell you whether an SCR makes sense.
Updated October 15, 2026
Many business families wonder whether their holding company should be a venture capital company (SCR). The answer depends on which stakes it holds, how its value is spread and the family’s investment and exit plans, because the SCR is an entity regulated by Law 22/2014 and supervised by the CNMV.
It is a venture capital entity in the form of a public limited company (SA) whose main purpose is to take temporary stakes in unlisted, non-financial and non-real-estate companies. It must have at least €1.2 million of subscribed capital, invest 60% of its computable assets in eligible assets and comply with diversification limits. It can manage itself or be managed by an authorized management company.
Article 50 of the Corporate Income Tax Law allows the SCR to apply the dividend exemption to dividends from its portfolio companies whatever the percentage and holding period, and exempts 99% of the capital gains obtained between the second and fifteenth year when the Article 21 requirements are not met. Its corporate shareholders can apply the exemption to dividends and capital gains from the SCR whatever their percentage.
Diversification (25% per company and 35% per group), the exclusion of real estate not used in an economic activity and of financial entities, the temporary nature of the stakes and the loss of the 99% exemption for related-party transactions mean that many holding companies do not fit, or that the conversion does not pay off.
If the holding company is a private limited company (SL), it must convert into a public limited company (SA), adapt its corporate purpose and bylaws, and go through the CNMV. Contributions or exchanges of shares can qualify for the tax neutrality regime of the Corporate Income Tax Law (Arts. 76, 80, 87 and 89), provided there are valid economic reasons. Watch the age of the shares: the 99% exemption in Art. 50(1) counts the years of ownership from acquisition.
If you are weighing up structures, compare the SCR with a conventional holding company, with setting up an SCR from scratch or with a venture capital fund, and check how it fits with the organization of your family office.