We set up your IIC (institución de inversión colectiva — collective investment undertaking/UCITS) and obtain its authorization from the CNMV: an investment fund, a SICAV or another type of IIC, with its SGIIC (management company) and depositary, prospectus, investment policy, minimum capital and the minimum of 100 investors. After the 2022 tax reform, we help you choose the vehicle that truly fits your project.
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Six building blocks that structure the set-up and CNMV authorization of an investment fund or a SICAV, from choosing the vehicle to registration in the CNMV register and bringing in investors.
We analyze which structure fits your objective and your tax position: investment fund, SICAV, real estate IIC or hedge fund IIC. After the 2022 reform, the choice of vehicle is the decision that shapes the project the most.
We prepare and file the incorporation proposal with the CNMV, which authorizes the IIC within 2 to 3 months. The authorization lapses if the IIC is not incorporated within six months.
We draft the prospectus, the key information document for investors (KID) and the fund rules or the SICAV’s articles of association, ready to be registered with the CNMV.
Every IIC is managed through an SGIIC and holds its assets with a depositary. We coordinate their appointment (your own entities or third parties) and the agreement between them.
We define the IIC’s investment focus and investment policy, with diversification and risk limits consistent with the prospectus and with the category assigned by the CNMV.
We put the anti-money laundering (AML/CFT) framework in place and complete the IIC’s registration in the CNMV administrative register, the final step before it can operate and be marketed.
Management companies launching a product, high-net-worth individuals, real estate projects or alternative strategies: the right type of IIC depends on the objective, the type of investor and, since 2022, the tax treatment.
"The investment fund (FI) is now the standard and most flexible route: a separate pool of assets without legal personality, managed by an SGIIC, with switches between funds that do not trigger tax for the unitholder."
"The SICAV is still an option, but since 2022 it is only taxed at 1% if it has 100 genuine shareholders with at least €2,500 each. We assess whether it pays off compared with a fund."
"Real estate IICs (FII/SII) allow collective investment in property held for rent, under a specific regime for valuation, liquidity and diversification supervised by the CNMV."
"Hedge fund IICs allow alternative strategies and illiquid investments with a much smaller number of investors, but they are reserved for qualified investors and have their own rules."
Choosing a SICAV that later fails the tax requirements, not reaching the minimum number of investors or letting the authorization lapse are the mistakes that most increase the cost of an IIC launch and delay it.
Since 2022, a SICAV is only taxed at 1% if it has 100 shareholders with at least €2,500 each; otherwise, it is taxed at 25%. The choice of vehicle must start from this reality.
The IIC has one year from its registration to reach 100 investors and the minimum assets. Failing to do so is a ground for revoking the authorization.
If the IIC is not incorporated within six months after the CNMV authorization, a new authorization must be requested. It is best to have everything ready before applying.
The management company and the depositary are not optional: without an SGIIC to manage it and a depositary to hold its assets, the IIC cannot be incorporated or registered.
The investment policy must be consistent: the declared investment focus, the prospectus limits and the category assigned by the CNMV must fit together, or the project stalls.
Good repute and AML/CFT: the suitability of the directors and the anti-money laundering framework are assessed from the authorization stage, not afterwards.
After the 2022 reform, the answer is no longer automatic. Before setting anything up, it is worth comparing the vehicles, sizing the capital and the number of investors, and choosing the one that truly fits your project and your tax position.
A collective investment undertaking raises capital from a number of investors to manage it jointly. Financial IICs take the form of an investment fund (FI) or a SICAV (variable capital investment company).
There are also non-financial IICs (real estate) and hedge fund IICs (FIL/SIL) for alternative strategies.
The CNMV authorizes the IIC’s incorporation proposal. The application includes an explanatory report, evidence of the good repute and professional competence of directors and senior managers, the prospectus with the key investor information, and the fund rules (funds) or the articles of association (SICAVs).
As a general rule:
There is a one-year period from registration to reach the minimum assets and number of investors.
As a general rule, 100 unitholders in a fund or 100 shareholders in a SICAV. The IIC has one year from its registration in the CNMV register to reach them.
Hedge fund IICs accept a considerably smaller number of investors, because they are reserved for qualified investors.
Yes. Every IIC is managed through an SGIIC (collective investment scheme management company) and holds its assets with a depositary. They can be your own or third-party entities; we coordinate their appointment and the agreement between them.
Exceptionally, a SICAV can be self-managed if it has the required organization, but the usual approach is to appoint an SGIIC.
The CNMV notifies its authorization within 2 months (funds, and companies that have appointed a management company) or 3 months (companies without a designated management company) from the complete application; if 5 months pass without a decision, the application is deemed approved.
Important: if the IIC is not incorporated within 6 months after the authorization, a new authorization must be requested.
It depends on the assets involved. Since January 1, 2022, Law 11/2021 requires a SICAV to have 100 shareholders, each investing at least €2,500 (€12,500 per sub-fund), in order to be taxed at 1% under corporate income tax. If it does not meet this requirement, it is taxed at 25%.
That is why many family SICAVs were dissolved. Today it only makes sense for large estates with genuine investors; in other cases, the investment fund is usually the alternative.
A fund is a separate pool of assets without legal personality, divided into units. A SICAV is a variable capital public limited company, with shareholders, a board and a general meeting.
Both allow taxation to be deferred through tax-free switches (traspasos); the SICAV offers corporate control, but at the price of the shareholder requirements and the costs of its structure.
An IIC divided into sub-funds, each with its own investment policy and assets. In a SICAV with sub-funds, the tax requirement for the minimum investment per shareholder rises to €12,500.
A free-investment fund (FIL) or company (SIL), the Spanish version of hedge funds. They allow alternative strategies and illiquid investments and require a much smaller number of investors, but they are reserved for qualified investors.
It is one of the options many SICAVs chose after 2022: a merger with a harmonized foreign IIC marketed in Spain makes it possible, in certain cases, to keep the regime without the minimum number of shareholders requirement. The tax neutrality of the transaction should be analyzed.
Yes. Both SICAVs and certain funds can have their shares or units admitted to trading on a stock exchange; this is the case of exchange-traded funds (ETFs), which have a specific creation and redemption regime.
An IIC harmonized under Directive 2009/65/EC. Meeting the UCITS standard grants an EU passport to market the fund throughout the EU with a simplified notification.
You do not need to set up your own SGIIC: you can rely on a third-party management company to take on the management of your IIC. If the project justifies it, we also help you assess setting up your own SGIIC.
They are all IICs and all are authorized by the CNMV, but their legal form, minimum capital, number of investors and current fit differ. Here is the comparison to help you choose.
The right vehicle depends on the investment objective, the type of investor and, since 2022, the tax treatment. These are the factors that weigh most.
Before drafting anything, we settle the vehicle and the management structure. That way you avoid setting up a structure that does not fit your tax position or your type of investor.
| Vehicle | Legal form | Minimum capital / assets | Investors | Current fit |
|---|---|---|---|---|
| Investment fund (FI) | Separate pool of assets without legal personality | €3,000,000 (€600,000 per sub-fund) | 100 | Standard, flexible route; tax-free switches |
| SICAV | Variable capital public limited company | €2,400,000 | 100 (each investing ≥ €2,500 since 2022) | Only for large estates that meet the requirements |
| Real estate IIC (FII / SII) | Fund or company | High minimum assets set by regulation | 100 | Collective investment in property held for rent |
| Hedge fund IIC (FIL / SIL) | Fund or company | As set by regulation | Lower | Alternative and illiquid strategies for qualified investors |
Indicative table for information purposes. The minimum capital and asset figures and the investor requirements derive from Law 35/2003 and Royal Decree 1082/2012, and SICAV taxation from Law 11/2021; they may change and should be validated case by case with legal and tax advice. This page is for information only and does not constitute advice.
Creating a fund or a SICAV is not just filing paperwork: it means designing a vehicle that is consistent with its investment policy, its management company and its tax treatment, and obtaining CNMV authorization before incorporating it. The order matters.
Fund, SICAV, real estate or hedge fund IICs are not interchangeable. Taxation and the type of investor determine the structure; choosing wrongly means redoing the project.
No SGIIC and no depositary means no IIC. Defining who manages and who holds the assets, and the agreement between them, is part of the project, not a later formality.
The CNMV decides within 2–3 months, but the authorization lapses after 6 months if the IIC is not incorporated, and there is one year to reach 100 investors and the minimum assets.
Will you need your own management company? See our pages on the SGIIC, the venture capital management company and services for management companies, or the general CNMV procedure.
Setting up an IIC is a sequence of consistent decisions (vehicle, authorization, incorporation, registration and fundraising) documented before the CNMV. Here is the full journey.
1) VehicleFund, SICAV, real estate or hedge fund IIC. The structure is chosen according to the objective, the type of investor and the tax treatment, before drafting the documents.
2) AuthorizationExplanatory report, prospectus, KID and fund rules or articles of association, with the suitability of the directors. The CNMV decides within 2–3 months from the complete application.
3) IncorporationThe fund is incorporated through the management company–depositary agreement; the SICAV, by public deed. The authorization lapses if the IIC is not incorporated within six months.
4) Registration + fundraisingRegistration in the CNMV administrative register and registration of the prospectus. From then on, the IIC can be marketed and has one year to reach 100 investors and the minimum assets.
Quick decisionInvestment fund (FI): the standard, flexible route, with tax-free switches.
SICAV: viable if it gathers 100 shareholders with ≥ €2,500 each; otherwise, a fund is the better choice.
Hedge fund IIC (FIL/SIL): illiquid strategies for qualified investors.
Business model, investment policy, resources and structure of the IIC.
Technical document filed with the application.
Investor information: investment focus, risks, fees and expenses.
Registered with the CNMV before marketing.
Rules of the fund (fund rules) or of the SICAV (articles of association).
Fund rules for funds; articles of association in the deed for SICAVs.
Relationship between the SGIIC and the depositary, and rules for the custody of the assets.
May be executed as a public deed.
Good repute and professional competence of the people who run and manage the IIC.
Questionnaires and supporting evidence submitted to the CNMV.
Anticipate them before filing the proposal to avoid requests for information and rework.
If you are considering setting up a fund or a SICAV, these terms appear in the incorporation proposal, in the prospectus and in your dealings with the CNMV, the management company and the depositary.
A vehicle that raises capital from a number of investors to manage it jointly in financial or non-financial assets. Authorized and supervised by the CNMV.
A separate pool of assets without legal personality, divided into units and managed by an SGIIC. General minimum assets of €3,000,000.
An IIC in the form of a variable capital public limited company. Minimum share capital of €2,400,000. Since 2022, the 1% corporate income tax rate requires 100 shareholders with ≥ €2,500.
The entity that manages the IIC: it decides on the portfolio and administers and represents the fund. It can be your own or a third party’s. It is subject to CNMV authorization and registration.
The entity that holds the IIC’s assets in custody and oversees the management company. It is a mandatory component, separate from the SGIIC.
Documents with the information for investors: investment focus, investment policy, risks, fees and expenses. The KID is the key information document.
An IIC that complies with Directive 2009/65/EC. Meeting the UCITS standard grants a passport to market the fund throughout the European Union.
A free-investment fund (FIL) or company (SIL): alternative strategies and illiquid investments, with a small number of investors, reserved for qualified investors.
Since 2022, to be taxed at 1% under corporate income tax, a SICAV needs 100 shareholders with an investment of at least €2,500 (€12,500 per sub-fund); otherwise, it is taxed at 25%.
A practical guide to deciding on and launching your collective investment vehicle: which structure fits your project after the 2022 reform, which documents make up the CNMV application, and which deadlines and thresholds must be met.
Tell us what you want to launch (a fund, a SICAV or another IIC) and we will tell you which vehicle fits, what you need and the CNMV timelines.
The creation of a collective investment undertaking in Spain is governed by Law 35/2003 on Collective Investment Schemes (LIIC) and its implementing regulations, Royal Decree 1082/2012. Financial IICs take the form of an investment fund or a SICAV, and their incorporation must be authorized by the CNMV. IICs harmonized under Directive 2009/65/EC (UCITS) benefit from an EU marketing passport.
The CNMV is responsible for authorizing the incorporation proposal. The application includes an explanatory report, evidence of the directors’ good repute and professional competence, the prospectus and the KID, and the fund rules (funds) or the articles of association (SICAVs). The CNMV decides within 2 to 3 months and, after incorporation, the IIC is entered in the administrative register. The authorization lapses after six months if the IIC is not incorporated.
Every IIC is managed through an SGIIC and holds its assets with a depositary: two separate entities that keep management and custody apart. The management company can be your own or a third party’s. Exceptionally, a SICAV can be self-managed if it has the required organization.
As a general rule, an investment fund requires minimum assets of €3,000,000 (€600,000 per sub-fund) and a SICAV a share capital of €2,400,000. In both cases, 100 unitholders or shareholders are required, with one year from registration to reach the minimum assets and number of investors.
Law 11/2021, effective January 1, 2022, tightened the regime: to be taxed at 1% under corporate income tax, a SICAV must have 100 shareholders, each investing at least €2,500 (€12,500 per sub-fund). Otherwise, it is taxed at 25%. The transitional regime allowed SICAVs to be dissolved in 2022 with reinvestment in another IIC at no tax cost, which led many to dissolve or convert. Today, for many projects, the investment fund is the natural alternative.
Key legislation, linked to the official text:
Legislation and links reviewed in .