We set up your complete real estate direct lending vehicle: a structure that stays clear of regulatory boundaries, developer and bridge loan agreements, an enforceable security package, AML and portfolio funding (warehouse, forward flow and securitization).
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Lending to developers and businesses does not require a banking license, but it does require architecture: a vehicle, funding, security and contracts that can withstand a default. We set up complete lenders, from term sheet to enforcement.
Term sheet, facility agreement with covenants and milestone-based drawdowns, security package (mortgage, pledges over shares and receivables, personal guarantees), conditions precedent, and the mechanics of disbursement and construction monitoring.
Your own capital in a company, club deals co-investing deal by deal, or a debt fund with an authorized management company: each step has its own regulation, tax treatment and timing. We tell you which one fits, and we set it up.
B2B lending is unrestricted; consumer lending is not. If your product touches housing and individuals, the LCI (Law 5/2019) or Law 2/2009 applies, with prior registration. We map the boundary before the first deal.
As the portfolio grows, the lender needs financing too: warehouse lines secured on the portfolio, forward flow and, at scale, securitization.
Land, permits, encumbrances and the viability of the developer’s business plan: the analysis that sets the loan’s LTV, pricing and conditions precedent.
Lending on a professional basis makes you an obliged entity: AML manual, KYC on the borrower and its capital, and the source of funds of the vehicle itself.
Land, construction without pre-sales, bridge loans and special situations: where banks don’t go, private capital lends, with very different structures depending on who is lending.
“Double-digit returns secured on real estate: direct lending fits you, as long as the vehicle, the security and AML are set up like a lender’s, not like an account that does favors.”
“From club deal to a fund with a management company: when you move from co-investing to raising capital from investors, you enter a different regulatory league. We design the ladder so you can climb it without redoing anything.”
“B2B lending is unrestricted, but enforcement is Spanish: security, tax on interest and a contract that works before a Spanish judge. Real local counsel, not a rubber stamp.”
“On the other side of the table: we help you read the term sheet, negotiate covenants you can actually meet and avoid the clauses that turn a construction delay into losing the project.”
Not on the interest rate: on the regulatory boundaries you cannot see and on the security that is only tested when something goes wrong.
The three invisible boundaries: dealing with consumers triggers the LCI (Law 5/2019) or Law 2/2009 (prior registration); raising repayable funds from the public encroaches on the banking reserve under Law 10/2014; and opening the investment to the public through a platform is ECSPR territory. A B2B lender is free as long as it crosses none of them, and many models brush up against them without realizing it.
Security is only worth what its enforcement is worth: a properly created mortgage with its ranking secured, a pledge over the SPV’s shares to take control without an auction, pledges over receivables and accounts, and shareholder guarantees. The package is designed with the courtroom in mind, because that is where its value is really assessed.
Defaults are handled with what was agreed: covenants with graduated remedies, step-in over the project, documented standstills and refinancings, and exit through the sale of the loan. A facility agreement without a plan B turns every construction delay into a negotiation in the dark.
Lending to businesses and developers with your own capital does not require a license in Spain: the barrier to entry is not regulatory, it is about structure and security.
Raising repayable funds from the public is an activity reserved to credit institutions: the lender’s funding is designed not to cross that line (professional investors, private debt, warehouse).
Lending on a professional basis triggers anti-money laundering obligations: an AML manual, due diligence on the borrower and traceability of the capital you lend.
A structure review tells you whether your model crosses any regulatory boundary, which vehicle fits your funding, what is missing from your security package and how to scale from one-off deals to a portfolio without rebuilding the whole structure.
Financing for real estate projects and assets granted by non-bank lenders (debt funds, family offices, private capital vehicles) directly to the developer or business: developer loans, land, bridge loans, refinancings and special situations.
It fills the gap left by traditional banks (land without permits, construction without pre-sales, short terms) in exchange for higher pricing and more security, and it is one of the fastest-growing segments of Spanish real estate financing.
No: lending to businesses with your own capital is not a reserved activity, so it requires neither a banking license nor lender registration. Reserved activities come into play when you cross three boundaries: lending to consumers (LCI/Law 2/2009), raising repayable funds from the public (banking reserve) or offering the investment to the public through a platform (ECSPR).
Designing the lender is largely about operating at full strength without crossing any of the three.
It depends on your capital and your plan: an SL (limited company) with your own capital to get started and keep control; club deals (deal-by-deal co-investment, with well-drafted agreements and pledges) to scale ticket size without a fund structure; and a debt fund with an authorized management company when the plan is to raise capital from investors on an ongoing basis, which brings in the CNMV and the rules for management companies.
The ladder is designed in full from the start: moving up a rung should not force you to redo your live deals.
The classic package: a mortgage over the asset (with its ranking monitored), a pledge over the shares of the developer SPV (the fast route to step-in), a pledge over the project’s receivables and accounts (pre-sales, compensation, insurance), shareholder guarantees and, depending on the case, promises to grant mortgages over future units.
Each piece has its own technique (certified date or fecha cierta, registration, notices), and the package as a whole is designed to be enforced in the worst-case scenario, not to decorate the contract.
Around four pillars: drawdowns tied to construction milestones and backed by certificates; financial and project covenants (LTV/LTC, pre-sales, permit deadlines) with graduated remedies; the developer’s reporting obligations; and events of default and their consequences, from additional margin to acceleration and enforcement of the security package.
Without touching the banking reserve: equity and private debt from professional investors, warehouse lines secured on the portfolio, forward flow (scheduled sale of the loans originated) and, at scale, securitization. What you cannot do is fund yourself with deposits or “interest-bearing accounts” from the public: that is the red line under Law 10/2014.
Between businesses, freedom of contract applies: direct lending rates (reflecting their risk premium and term) are set by the market, and usury case law focuses on consumer credit. Even so, pricing is documented together with its risk (valuations, LTV, reports) and fees are agreed with a clear rationale: this contractual hygiene protects the transaction.
Whatever the contract provides for: trigger remedies and documented standstills, take control through the share pledge or step-in, enforce the mortgage (through the courts, or out of court if agreed) or sell the loan with its security package. The quality of the original documentation decides which of those doors are really open.
Yes: cross-border B2B lending is unrestricted. The real issues lie elsewhere: properly created Spanish security, withholding and taxation of interest under the applicable tax treaty, and a contract that can be enforced before a Spanish judge (or a well-chosen arbitration). The typical mistake is bringing in a contract template from another jurisdiction without adapting it to Spanish security law.
The source of the money: in direct lending, a vehicle lends private or institutional capital; in crowdlending, many investors lend through an authorized platform (ECSPR/PSFP), with limits per project and per investor. For the developer they are complementary sources; for the manager, two different regulatory frameworks.
Short-term financing (months, not years) that bridges to an event: the sale of the asset, the permit that unlocks bank development financing, or a refinancing. High pricing, conservative LTV and full security. And a reminder: with consumers, it is no longer unrestricted B2B lending and the lender regime applies.
Several investors co-invest in the same loan: a vehicle pools (or a co-investment agreement governs) positions, decisions and distributions. The critical clauses: who decides on default, majorities for standstills and write-downs, drag-along and the exit of co-investors. Without that agreed in advance, the first default turns the club into a general assembly.
Granting loans is exempt from VAT, and the taxation of interest depends on who lends and from where (residence, tax treaty, type of vehicle). The tax structure is decided together with the vehicle, which is one reason why choosing between an SL, a fund or a non-resident lender is not just a regulatory decision. Note: specific tax questions always require case-specific analysis.
Milestone-based monitoring: construction certificates before each drawdown, quarterly covenant compliance, status of pre-sales and permits, and collateral monitoring (updated valuations). What sets a professional lender apart from an amateur is the monitoring file, which is also what a later buyer of your portfolio is paying for.
The lender’s ladder has four rungs. Climbing one too early costs structure; staying at the bottom costs ticket size. This map organizes the decision.
The budget for setting up the lender depends on four variables:
A three-step method to lend at full strength without crossing boundaries:
| Vehicle | SL with own capital | Club deal | Debt fund | Foreign fund lending directly |
|---|---|---|---|---|
| Who provides the money | Your own wealth or group | Co-investors, deal by deal | Fund investors (institutional) | The non-resident vehicle |
| Key regulation | No license (B2B) + AML | Co-investment agreements + AML | Authorized management company (CNMV) | Free provision of B2B lending + tax |
| When it fits | Getting started with full control | Scaling ticket size without a fund structure | Raising capital from investors on an ongoing basis | Entering Spain without a local vehicle |
| Typical risk | Concentration and limited funding | No agreed governance for defaults | Cost and timing of the structure | Contract not adapted to Spanish security law |
Indicative map: the ladder is designed in full from the outset so you can move up without redoing live deals. B2B lending is not a reserved activity; the LCI/Law 2/2009, Law 10/2014 and ECSPR boundaries are monitored. Reviewed in July 2026.
A lender is a system: vehicle, funding, standard contract, security and monitoring. You build it once and run it deal after deal.
Consumers, funds from the public and platforms: the three-boundary test decides what you can do without a license, and what design you need for everything else.
Mortgages, pledges and guarantees are created with proper technique (ranking, certified date, notices) with the courts in mind, because that is where their real value is assessed.
Milestone-based monitoring, covenants under watch and an impeccable file: that is what gets recovered in collections, what investors buy and what the warehouse finances.
Exits and portfolio funding connect with assignment of claims and securitization.
Every serious lender rests on the same foundations: a structure that crosses no boundaries, a contract with a plan B, an enforceable security package and a monitored portfolio.
1) The structureSL, club deal or fund, with the three-boundary test passed: consumers, funds from the public and platforms, each with its own regime.
2) The contractDrawdowns against certificates, covenants with graduated remedies and events of default with enforceable consequences.
3) The securityMortgage with its ranking secured, share pledge for step-in, pledge over project receivables and accounts, and shareholder guarantees.
4) The portfolioThe file for each deal (due diligence, certificates, covenants, updated valuations) turns loans into a portfolio that can be financed (warehouse), sold (assignment, forward flow) or securitized. A lender that documents like a bank gets paid like a bank when it monetizes its portfolio.
Quick decisionSL + deal kit and AML: start simple, document like a big player.
Club deal with default governance agreed from day one.
Fund with an authorized management company, and a realistic timeline with the CNMV.
Vehicle chosen with the boundary test passed and funding designed without encroaching on reserved activities.
Structure opinion and boundary map (LCI, Law 10/2014, ECSPR).
Project and collateral due diligence before the term sheet, with an independent valuation.
DD report, valuation and term sheet approved by the committee.
Milestone-based contract with covenants, and a security package created with proper technique.
Deeds and registrations, notarized pledge agreements and a signed closing checklist.
Drawdowns against certificates and covenants monitored, with remedies applied in time.
Deal file with certificates, waivers and updated valuations.
Defaults handled as agreed and a portfolio that can be monetized: sale, refinancing or enforcement.
Default manual, assignment agreements and enforcement file.
We see them in new lenders and in funds in a hurry. All of them can be fixed at the design stage.
The vocabulary of the term sheet and the facility agreement: worth mastering on both sides of the table.
Non-bank financing granted directly to developers and businesses: land, construction, bridge and special situations, secured on real estate.
Loan-to-value (debt over asset value) and loan-to-cost (debt over project cost): they set the lender’s cushion and live on as covenants.
Financial and project obligations (pre-sales, deadlines, LTV) with graduated remedies: additional margin, cash sweep, acceleration.
A pledge over the shares of the developer vehicle: it lets the lender take control of the whole project without waiting for the asset to be auctioned.
The lender’s right to take control (through the pledge or contractual agreements) to complete construction and protect its recovery.
The loan is released against construction certificates and satisfied conditions: the lender finances verified progress, not promises.
A credit facility secured on the loan portfolio: it multiplies origination capacity without raising funds from the public.
A framework agreement under which a buyer periodically acquires the loans that meet agreed criteria: it turns over the balance sheet and funds growth.
Consumers (LCI/Law 2/2009), repayable funds from the public (Law 10/2014) and platform offerings (ECSPR): the perimeter that keeps B2B lending unrestricted.
If your model crosses a boundary (consumers, fundraising from the public, platforms), download our checklist of the license types available before the supervisor: requirements compared, application stages and common mistakes.
Tell us about your project and we will explain how to set up your direct lending vehicle with the regulatory boundaries under control and a replicable deal kit.
Real estate direct lending is financing granted by non-bank lenders (debt funds, family offices, private capital vehicles) directly to developers and businesses: developer loans, land, bridge loans and special situations. In Spain, B2B lending is not a reserved activity: it requires neither a banking license nor registration. The barrier to entry is not regulatory; it is about structure, security and portfolio discipline.
A B2B lender operates without a license as long as it does not cross three lines: lending to consumers (which triggers Law 5/2019 or Law 2/2009, with prior registration), raising repayable funds from the public (reserved to credit institutions under Law 10/2014) and offering the investment to the public through a platform (ECSPR Regulation). In addition, lending on a professional basis makes the lender an obliged entity for anti-money laundering purposes (Law 10/2010).
The lender’s ladder runs from an SL with its own capital to the club deal and, when the plan is to raise capital from investors on an ongoing basis, to a debt fund with a management company authorized by the CNMV. The facility agreement is structured around milestones with certificates, covenants (LTV/LTC, pre-sales, deadlines) with graduated remedies, and enforceable events of default. The classic security package (a mortgage with its ranking monitored, a pledge over the shares of the SPV for step-in, pledges over receivables and accounts, and guarantees) is created with proper technique and the courts in mind, since that is where its value is assessed.
The vehicle is funded without encroaching on the banking reserve: equity and private debt from professional investors, warehouse lines secured on the portfolio, forward flow and, at scale, securitization. A well-documented portfolio (a file for each deal, certificates, updated valuations) is what a funder accepts as collateral and what a buyer pays for without a discount.
Alternative financing has become a structural part of Spanish development lending: banks focus on projects with pre-sales, while private lenders cover land, bridge financing and speed. Setting up the vehicle with the boundaries under control and a replicable deal kit is what separates a scalable lender from an account that does favors. (Page reviewed in July 2026.)