An SGIIC or SGEIC can delegate its compliance, risk management or internal audit function to a third party, but not its responsibility. RIIC Art. 98 and Article 65 of Law 22/2014 require you to notify the CNMV in advance, and Technical Guide 1/2026 sets criteria for closed-ended vehicles. We organize it with you.
Can your fund manager delegate compliance? Free assessment
Tell us about your fund manager, the vehicles you manage and the functions you want to delegate.
The rules allow a fund manager to delegate its internal control functions, subject to conditions. We design the delegation so that it is proportionate, documented and able to withstand an inspection.
We look at your size, your vehicles and your group to decide whether to delegate compliance, risk management or internal audit, and whether you can combine risk and compliance in a single unit.
We check that the delegate has the competence, capacity and resources, has no conflicts of interest and is not one of the excluded entities, such as the depositary.
We draft the written agreement setting out rights and obligations, access for the CNMV and the auditors, a contingency plan, confidentiality and termination without detriment to clients.
We prepare the notification to the CNMV, which must be made before the delegation becomes effective so that it can be entered in the register, and the termination notice if you change delegate.
We set up oversight by an independent board committee or by a senior manager with no duties that would compromise it, with a periodic written report to the board.
We add the control policies for the delegated functions to your internal manuals, before signing and throughout the agreement, so that you can demonstrate it in an inspection.
Delegating makes sense when a specialized external team offers more assurance than an in-house function without scale.
The authorization application must explain how you will delegate functions to third parties, and the CNMV reviews this before granting authorization.
Proportionality allows you to combine risk and compliance or to delegate functions, if it is justified and overseen.
The CNMV’s new guide on internal control in the management of closed-ended vehicles calls on you to review how you organize and oversee your control functions.
Terminating one delegation and granting another requires notifying the CNMV and ensuring the continuity of the function.
Data from the IIC Regulation (Royal Decree 1082/2012), Law 22/2014, Circular 6/2009 and CNMV Technical Guide 1/2026.
The delegation of internal audit, compliance and risk management is notified to the CNMV before it becomes effective.
The SGEIC informs the CNMV of its delegation arrangements before they take effect.
Risk management, compliance and internal audit; risk and compliance can be combined where proportionate.
Internal audit cannot be delegated to the statutory auditor or to whoever has been delegated risk control.
Delegation cannot turn the fund manager into a letter-box entity or an empty shell.
Date on which the CNMV approved its guide on internal control in the management of closed-ended vehicles.
We analyze which functions you can delegate, prepare the agreement and the CNMV notification, and organize oversight.
Yes. CNMV Circular 6/2009 allows SGIICs to delegate the compliance function, and Technical Guide 1/2026, on the management of closed-ended vehicles, confirms that the three internal control functions can be performed in-house or delegated to a third party. The fund manager retains full responsibility and must oversee the delegate.
Delegating the control functions does not require authorization, but you must notify it in advance. RIIC Art. 98(10) requires the delegation of internal audit, compliance and risk management to be notified to the CNMV before it becomes effective, so that it can be entered in the register; for SGEICs subject to the full regime of Law 22/2014, Article 65(2) of that Law requires them to report delegation arrangements before they take effect. Delegating risk management to an entity that is not authorized to manage portfolios may, however, require prior authorization.
To the depositary, to the entity to which the depositary has delegated its functions, or to any entity whose interests may conflict with those of the fund manager or its investors (Rule 7 of Circular 6/2009). In addition, you cannot delegate the verification of separation from a depositary in the same group or the verification of the requirements for related-party transactions.
Risk and compliance can be combined where proportionate, but internal audit cannot be delegated to the entity that has been delegated risk management (Rule 8 of Circular 6/2009). Technical Guide 1/2026 considers it unreasonable to delegate internal audit to the same entity, or group, that handles risk or compliance, except where the audit is taken on by a group of supervised entities with the necessary autonomy.
In SGIICs, an independent committee set up within the board, or a general manager or equivalent with appropriate knowledge, with no executive duties at the fund manager and no duties that would impair their independence (Rule 9 of Circular 6/2009). Technical Guide 1/2026 adds that the outcome of that oversight should be set out in a written report submitted to the board.
It must be in writing, setting out the rights and obligations of the parties and the delegate’s commitment to allow the CNMV to supervise it at its premises (RIIC Art. 98(5)). In addition, the fund manager must be able to give instructions and revoke the delegation, guarantee access for auditors and authorities, protect confidential information, have a contingency plan in place and be able to terminate without disrupting the continuity of the service (Art. 98(2) and 98(4)).
It covers internal control in the management of closed-ended vehicles and is addressed to SGEICs, SGIICs and self-managed companies whose assets under management exceed the thresholds in Article 72 of Law 22/2014, to those that market venture capital entities (ECR) other than ECR-Pymes to retail investors, and to those that operate cross-border. For SGIICs, the guide itself notes that Circular 6/2009 already governs their internal control and that only its section on conflicts of interest applies to them directly. Anyone departing from its criteria must be able to explain why and show that they comply anyway.
One that delegates so much that, in essence, it can no longer be considered a fund manager. RIIC Art. 98(1) and Article 65(4) of Law 22/2014 prohibit this: the fund manager must retain the expertise and resources needed to effectively oversee what it delegates and to manage the risks of the delegation.
A well-designed delegation shows in an inspection: the delegate is suitable, the fund manager knows what it is doing and everything is in writing.
The fund manager’s nature, scale and complexity justify what is delegated and what is combined.
Competent, well resourced, independent and unrelated to the depositary and to whoever performs the other control functions.
A committee or a responsible senior manager, written reports to the board and up-to-date manuals.
Source: Royal Decree 1082/2012 (Art. 98), Law 22/2014 (Art. 65), CNMV Circular 6/2009 (Rules 3, 7, 8 and 9) and CNMV Technical Guide 1/2026.
These terms appear in Royal Decree 1082/2012, in Law 22/2014 and in the criteria of the CNMV.
Manager of investment funds and investment companies, supervised by the CNMV.
Manager of venture capital entities and other closed-ended vehicles.
Unit that independently monitors that the fund manager complies with the applicable regulations.
Independent unit that measures and controls the risks of the fund manager and its vehicles.
Unit that independently reviews the risk and compliance systems.
Third party that performs the delegated function on behalf of the fund manager.
A fund manager that has delegated so much that it can no longer be considered a fund manager.
Body that monitors the activity of the entity to which functions are delegated.
CNMV criteria on internal control in the management of closed-ended vehicles.
In-house function: the fund manager’s.
Delegated function: still the fund manager’s.
In-house function: own staff with qualifications and training.
Delegated function: the delegate’s, while the fund manager keeps the resources to oversee it.
In-house function: within the authorization and the organizational structure.
Delegated function: before the delegation becomes effective.
In-house function: the board and senior management.
Delegated function: an independent committee or a senior manager with no incompatible duties, with a written report.
In-house function: independence from portfolio management.
Delegated function: conflicts of interest and continuity if the agreement is terminated.
These are the most common failings when the CNMV reviews a delegation.
Tell us what type of fund manager you have, which vehicles you manage and which functions you want to delegate, and we will tell you how to do it.
Updated October 15, 2026
Collective investment scheme management companies (SGIIC) and managers of closed-ended entities (SGEIC) must have risk management, compliance and internal audit functions. The rules allow them to delegate these functions to third parties, provided they do not delegate their responsibility or become empty shells.
Royal Decree 1082/2012 requires procedures to control the delegate, a written agreement with CNMV access, sufficient expertise to oversee the delegate, and prior notification to the CNMV of the delegation of internal audit, compliance and risk management. Circular 6/2009 specifies the entities to which each function cannot be delegated and who oversees the delegate.
SGEICs can delegate one or more functions if they justify it on objective grounds, the delegate has sufficient resources, means and good repute, and the fund manager can monitor it, give it instructions and revoke the delegation with immediate effect. Those subject to the full regime of the Law must inform the CNMV of their delegation arrangements before they take effect. Delegated Regulation (EU) 231/2013 completes the regime for managers subject to the Alternative Investment Fund Managers Directive.
Approved on September 30, 2026, it sets out the CNMV’s criteria on internal control in the management of closed-ended vehicles. It accepts that the three control functions may be performed in-house or delegated, allows risk and compliance to be combined on proportionality grounds, considers it unreasonable to delegate internal audit to whoever handles the other functions, and calls for oversight of the delegate with a written report to the board. Its internal control criteria are aimed mainly at SGEICs and self-managed companies: for SGIICs, the guide refers to Circular 6/2009.
Directive (EU) 2024/927 strengthens the information that alternative investment fund managers must provide on their delegation arrangements, both when applying for authorization and in their periodic reporting. You can see its scope on our AIFMD II page.
Delegation of functions is planned from the authorization application of the SGIIC or of the venture capital manager and is described in its program of activities.