An investment fund (FI) is not simply opened: it is built. Vehicle, management company (your own or a third party’s), depositary, fund rules and registration with the CNMV. We put the five pieces together so that your fund reaches the market with a registered product and an application that stands up to a request for information.
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Tell us your strategy, your target assets and who will subscribe: we will tell you which vehicle fits and what the shortest route is.
Launching an FI means fitting together the vehicle, the management company, the depositary, the documents and the investors. If one piece arrives late, the launch slips by a whole quarter.
We prepare the vehicle’s application: fund rules, prospectus, key information document, unit classes, fees and investment policy. Everything is drafted at the same time, so that no document contradicts another when the request for information arrives.
An SGIIC stands behind the fund. You can set up your own (initial capital of €125,000, a team and control functions) or rely on an already authorized management company and come in as an adviser. We give you the numbers for both routes before you choose.
If the plan is your own product range with several vehicles, the management license stops being a cost and becomes the asset.
No depositary, no fund. We negotiate the agreement, the fees and the real split of responsibilities with the management company.
Illiquid strategies, lending or leverage take you into AIFMD II territory: liquidity, delegation and reporting.
Who comes into your fund, with what money and through which channel: the block that is most often improvised and ends up costing the most.
Four different sponsors with the same question: which wrapper can carry my strategy and my investor base.
"For years I have been replicating the same portfolio client by client. Turning it into a fund gives me scale, a single net asset value and a product I can show without rebuilding it every time."
"We are fifteen families investing together under private agreements. We want a formal vehicle, with the same rules for everyone and a net asset value nobody can dispute."
"We already have an authorized SGIIC. Now we need to register our second vehicle quickly, without opening a new front with the supervisor by widening our scope."
"My strategy is niche and fairly illiquid. Before promising investors anything, I need to know whether it fits in a traditional fund or whether it belongs in a different vehicle."
Almost every project that runs aground repeats the same mistakes: choosing the wrapper before the strategy, and selling before registering.
Choosing the wrapper before the strategy: an illiquid investment policy forced into a traditional fund means rewriting the fund rules (and starting the application again) when the supervisor asks about eligible assets.
Selling before registering: circulating a performance pack and subscription forms before the vehicle exists exposes you to an advertising and marketing problem that later taints the registration itself.
Forgetting who stands behind the fund: the vehicle needs a real management company and a real depositary. Closing those two negotiations late is what pushes launches back, not the CNMV.
| Vehicle | Starting threshold | When it fits |
|---|---|---|
| Investment fund (FI) | Minimum assets of €3,000,000 | A pool of assets without legal personality, divided into units. It fits when you want subscriptions and redemptions at net asset value and an investor base that can grow. |
| SICAV | Minimum capital of €2,400,000 | Same family (IIC) in corporate form: shareholders, shares and a general meeting. Different governance and a different tax regime, with its own requirements since the reform. |
| Venture capital (SCR / FCR) | SCR: €1,200,000 of share capital. FCR: €1,650,000 of committed assets | When the assets are unlisted: holdings in companies, private debt and long time horizons under Law 22/2014. |
We analyze the strategy, choose the vehicle and the management route with you, negotiate with the management company and the depositary, and prepare the fund’s full application through to registration. After that, we stay on as the vehicle’s regulatory support.
The minimum assets of an investment fund are €3,000,000 under Law 35/2003 on Collective Investment Schemes. This is the amount that must be committed and paid in for the vehicle to start, not a target twelve months out.
In practice, it is wise to launch with a buffer above that floor: a fund that starts right at the minimum is exposed to a large redemption taking it below. That is why we always work with a map of firm commitments before setting the launch date.
Yes, and it is the fastest route. Every FI is set up and managed through an SGIIC, but that management company does not have to be yours: you can agree the launch with an already authorized management company and take part as the strategy’s adviser.
You gain speed and save the capital and structure of the license; in exchange, you share the fee and give up some control. When the assets justify it, management is brought in-house. Both routes, with numbers, in setting up a fund management company.
They are the fund’s internal rulebook: they set the investment policy, the eligible assets, the unit classes, the fees, the subscription and redemption terms and the valuation rules. They work as the contract between the management company, the depositary and the unitholders.
They matter because they are the document against which everything else is checked: the prospectus, the marketing material and, later on, every portfolio transaction. Fund rules drafted in a hurry end up limiting the real strategy or forcing amendments that have to go through the process again.
The depositary holds the fund’s assets in custody and oversees the management company in the interest of the unitholders: it checks the net asset value calculation, the eligibility of the investments and the cash flows. It is an independent entity, and its appointment is part of the vehicle’s application.
Choosing a depositary is not just a matter of comparing fees: its experience with your type of asset, its operational capacity and what it requires under the contract all matter. Many launches are delayed here, not at the supervisor. We cover this together with custody of financial instruments.
The rules set decision deadlines once the application is complete, but the real timetable of a launch depends on three other things: when you close the agreement with the management company, when you sign with the depositary and how quickly you answer requests for information.
A vehicle with consistent documents and its counterparties in place moves forward; one that is filed with half-finished fund rules piles up rounds of corrections. We do not promise registration dates: we work to make sure the application gives no reason for delay.
It depends on liquidity and on the type of asset. A harmonized FI is designed for portfolios with reasonable valuation and liquidity. If your strategy is in private markets, unlisted debt or company holdings, the natural wrapper is a different one.
That is where hedge funds (FILs) and the alternative world subject to AIFMD II come in, as well as venture capital entities or, if you want to reach retail investors with illiquid assets, the ELTIF. Choosing wrongly here is the most expensive mistake in the project.
You can prepare the market, but carefully: sounding out interest and explaining the thesis is not the same as promoting a product that does not yet exist with performance data, fees and subscription forms.
Circulating material about an unregistered vehicle exposes you to a financial product advertising problem and complicates the application itself. The sensible approach is to document indications of intent without marketing, and to bring out the marketing material as soon as the fund is registered.
Registration is the starting point. From then on, you must calculate and publish the net asset value, send periodic information to the CNMV and to unitholders, audit the accounts, keep complying with the fund rules and process amendments to them when the investment policy, the fees or the classes change.
On top of that come marketing controls and the anti-money laundering block on unitholders. We also support the vehicle in that phase, which is where the relationship with the supervisor is won or lost.
The vehicle’s whole project: strategy assessment and choice of wrapper, the decision between your own or a third-party management company, negotiation of the management and depositary agreements, drafting of the fund rules, prospectus and investor documents, the CNMV application and the answer to every request for information.
And after registration, ongoing support: amendments, new classes, review of marketing material and the vehicle’s compliance. First consultation free of charge and a reply within 24 h.
We work in three phases, in parallel rather than in sequence: while the management company and the depositary are being negotiated, the vehicle’s documents are already being drafted.
We define what you are going to buy, with what liquidity and for which investor. That gives us the right vehicle, the starting assets and the management route. It is the cheap phase: any mistake corrected here does not cost you months later.
We close the deals with the management company and the depositary, negotiate fees and responsibilities and draft the full set: fund rules, prospectus, key information document and unit classes, all cross-checked against each other.
We file the application, answer requests for information and prepare the start: first subscriptions, distribution agreements, reviewed marketing material and the vehicle’s reporting calendar.
Would you rather start with the license? See setting up a fund management company or SGIIC authorization. If you want to register the vehicle now, start with IIC authorization.
The 10 steps to set up your Financial Advisory Firm (EAF) before the CNMV, with the evidence you must be able to show at each one. Keep it at hand throughout the project.
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Nine terms you will use in the fund rules, in the negotiation with the depositary and in every conversation with the supervisor. Knowing them avoids costly misunderstandings.
A pool of assets without legal personality that belongs to a number of unitholders, managed by an SGIIC and held in custody by a depositary under CNMV supervision.
Internal rulebook that sets the investment policy, eligible assets, fees, classes, subscriptions, redemptions and valuation. Binding on the management company, the depositary and the unitholders.
Prospectus and key information document: risks, costs, investor profile and management objective, in the format required by the rules.
An independent entity that holds the assets in custody, monitors cash flows and oversees the management company in the interest of the unitholders.
The result of dividing the fund’s assets by the units outstanding. It determines the price at which units are subscribed and redeemed.
Holder of units in the fund. A unitholder is not a shareholder and does not vote at a general meeting: their relationship with the vehicle is governed by the fund rules and the prospectus.
The management category the fund declares (fixed income, equity, mixed, absolute return, global), which determines the assets it can hold in its portfolio.
A vehicle with freedom of strategy and leverage and a more restricted target investor, subject to the alternative fund management framework.
The activity of bringing in unitholders, directly or through distributors, with its own rules on information, advertising and target market.
The real strategy fits the chosen wrapper: eligible assets, liquidity and investor profile consistent with each other.
Fund rules, explanatory report on the vehicle and description of the investment process.
An SGIIC with the strategy within its authorized scope and with real resources to manage it.
Management agreement, the management company’s program of activities and, where applicable, an extension of its scope.
An appointed depositary and a verifiable procedure for calculating the net asset value, even for assets that are complex to value.
Depositary agreement, valuation policy and proof of the calculation and control process.
A complete, understandable prospectus and key information document, with no contradictions with the fund rules.
Versioned prospectus and KID, fee table by class and traceability of changes.
Defined distribution channels, marketing material aligned with the prospectus and due diligence on unitholders.
Distribution agreements, reviewed advertising materials, KYC and beneficial ownership procedures.
If you recognize yourself in any of them, review the vehicle’s design before committing to dates with investors.
The traditional fund is one option among several. Depending on the liquidity of your assets, the type of investor and the governance you want, a corporate structure, a closed-ended vehicle, a European product with a retail passport or simply a managed portfolio may suit you better. These are the alternatives we put on the table in the assessment.
Same IIC family, but with shareholders, shares and a general meeting. When it pays off today and when it is a cost with no return.
If you invest in companies or private debt, your wrapper is in Law 22/2014, not in a traditional fund.
The European format that opens illiquid assets to retail investors, with a distribution passport.
When the assets do not reach the fund minimum, discretionary management provides the service without building a product.
If you already know the vehicle is a fund, start with IIC authorization and decide the management route in setting up a fund management company. If your strategy is alternative, review the impact of AIFMD II before drafting the fund rules.
Tell us what you want to manage and with which investors. We will come back to you with the shortest path to a registered fund that can be marketed.
Last updated: August 4, 2026
The investment fund (FI) is the most recognizable collective investment vehicle on the Spanish market: a pool of assets without legal personality that belongs to a number of unitholders, managed by a management company and held in custody by a depositary, under the framework of Law 35/2003 on Collective Investment Schemes and the supervision of the CNMV. Setting one up is not a matter of filling in a form: it means fitting four contracts, three regulatory documents and an investor base into a single timetable.
The starting point is quantitative: an investment fund needs minimum assets of €3,000,000. From there, the structure is always the same, which is why it pays to understand it before negotiating anything. The fund has no legal personality: the party that acts for it is the management company, which makes the investment decisions, calculates the net asset value and is accountable to the unitholders; and the party that holds the assets in custody and oversees the management company is the depositary, an independent entity whose appointment is part of the application. The assets are divided into units, which can be grouped into classes with different fees and minimums depending on the type of investor. All of this is written into the fund rules, which work as the vehicle’s internal rulebook, and carried over into the prospectus and the key information document that subscribers receive. Consistency between those three documents is the first thing that is reviewed: if the fund rules allow something the prospectus does not explain, the application comes back with a request for information.
Every FI needs an SGIIC behind it, but it does not have to be yours. Setting up your own management company means taking on initial capital of €125,000 (plus 0.02% of the assets under management in excess of €250 million under the UCITS regime), building the management, risk and compliance functions and sustaining a recurring structure from day one. In return, you keep control and the full fee, and you can build a product range. The alternative is to launch with an already authorized management company: the vehicle reaches the market sooner, with no license capital, and the sponsor takes part as the strategy’s adviser, sharing the fee and giving up autonomy. There is no universal answer: the decision depends on realistic assets over three years, the number of vehicles you plan to launch and the cost of each month without a product on the market. If you choose a third-party management company, there is one point worth negotiating from day one: what happens to the fund, the brand and the performance track record when you decide to bring management in-house. That transfer, provided for in the initial agreement, is what turns the fast route into a first stage rather than a permanent dependency. We set out both routes, with their numbers and their clauses, in setting up a fund management company and in SGIIC authorization.
The vehicle’s registration is handled through a document package that must arrive complete: fund rules, prospectus, key information document, agreements with the management company and the depositary, the structure of classes and fees, and a description of the investment and valuation process. The rules set decision deadlines from the moment the application is complete, but the real timetable of a launch is driven by other variables: the depositary’s signature, the extension of the management company’s scope when the strategy is new to it, and how quickly requests for information are answered. That is why we work on the application in parallel with the commercial negotiations, not afterwards. It also pays to design the vehicle with two or three years of runway in mind: later amendments to the fund rules (new unit classes, fee changes, adjustments to the investment policy) go back through the supervisor, so a design that is too narrow forces you to start the process again just as the fund begins to raise money. If the vehicle is alternative, it must also be compliant with AIFMD II from day one on liquidity, delegation and reporting; and if the strategy moves into unlisted assets, the right wrapper may be a venture capital entity. The full registration route is in IIC authorization.
A registered fund that nobody subscribes to is not a finished project. The commercial phase has its own rules: advertising material must be consistent with the prospectus and comply with the rules on financial product advertising; packaged products for retail investors require the key information document under the PRIIPs Regulation; and if the fund is presented with sustainability features, the claims must stand up under the SFDR framework, not just in the sales pitch. On top of that come the agreements with distributors, the definition of the product’s target market and due diligence on unitholders for anti-money laundering purposes, which, in a fund open to new investors, stops being a formality and becomes a recurring process. It also pays to anticipate how the product will be distributed: direct sales, an institution’s branch network and platforms have different information requirements, and the sales pitch that works with professional investors cannot always be used with retail investors. We also support you in this phase: we review marketing pieces before they go out and set up the onboarding process so that the fund’s growth does not create a compliance problem.
This content is for general information purposes only and does not constitute legal advice. The legislation cited may have been amended after the update date shown: always check the version in force or contact us to analyze your specific case.
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