Inheritance
The family that already has a SICAV
"My father set it up twenty years ago. Today nobody can tell me whether we should keep it, restructure it or wind it up, but we all keep paying for the structure every year."
Setting Up a SICAV in Spain Today: When It Makes Sense and When It Doesn’t
The SICAV is no longer a fashionable vehicle. It is back to what it always was: a collective investment scheme (IIC) in corporate form, with demanding requirements and expensive to maintain. With your assets and your portfolio in front of us, we tell you whether it pays off for you, and which structure fits better if the honest answer is no.
SICAV or not? Free assessment of the vehicle
Tell us about your assets, the type of portfolio and who the shareholders would be. We give you a reasoned verdict, not a sales brochure.
- 50+ entities advised
- Reply within 24 h
- No commitment
- Minimum capital
- €2,400,000
- Reduced corporate income tax rate
- 1%
- Minimum shareholders for the 1% rate
- 100 shareholders
- Key legislation
- Law 35/2003
Services
What we do with a SICAV project
Assessment first, then structure. If the answer is yes, we put together the full application; if it is no, we build the alternative that actually works for your assets.
Application
SICAV authorization and registration
Incorporation of the company, articles of association, investment policy, appointment of the management company and depositary, and the full application to the CNMV as a collective investment scheme under Law 35/2003.
Learn more →
Law 35/2003CNMVArticles of associationRegistration
Alternative
Holding company: a structure without a license
For many family estates, the answer is not an IIC but a well-designed corporate structure: Article 21 of the Corporate Income Tax Law (LIS) allows a 95% exemption on dividends and capital gains from qualifying holdings, with no CNMV supervision and no shareholder requirement.
Learn more →
LIS Art. 2195%No CNMVFamily group
Management
The vehicle’s management company
Every SICAV needs someone to manage it and someone to hold its assets in custody. We negotiate the mandate and the terms.
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SGIICDepositary
Other format
The same framework, without a general meeting
If you do not need shareholders or corporate governance, an investment fund gives you access to the same IIC regime.
Learn more →
FIUnitholders
Family wealth
Organizing family wealth
Governance, family protocol and structure: what is almost always missing before discussing which vehicle to use.
Learn more →
FamilyGovernance
Tax
Prior tax validation
No structure is decided without first completing the tax analysis of the specific case, in writing.
Learn more →
Corporate taxCase by case
Profiles
Who asks us about the SICAV today
Four real situations. None of them is solved with an automatic yes: they all start by putting the numbers on the table.
Investor club
The group that wants to invest together
"We are six partners with capital and a shared investment thesis. We are told the SICAV is the elegant vehicle, but nobody has explained the shareholder requirement or the cost of maintaining it."
Post-sale
The business owner who has just sold
"I sold the company and I have cash to organize for the next two decades. I want structure, control and clear rules between my children, not a private banking product."
Wealth advisor
The professional who has to give a verdict
"My client brings up the SICAV in every meeting. I need a written analysis that compares vehicles and holds up in the conversation with their tax advisor and with the family."
Before you decide
Three wrong reasons to set up a SICAV
The SICAV is a good tool for the problem it solves. The mistake is almost always using it for a different problem.
Setting it up for image: a SICAV gives you neither discretion nor prestige. It gives you a supervised vehicle, with a management company, a depositary, audited accounts and periodic reporting. If what you are after is reputation, you are buying obligations you do not need.
Counting on the tax regime without a real shareholder base: the reduced 1% rate requires an effective plurality of shareholders on the terms set by tax law. Structures propped up by token shareholders get reviewed, and if they do not hold up, the family pays the cost.
Contributing assets that do not fit: real estate for family use, controlling stakes in the group’s company or illiquid assets that are hard to value are not a proper portfolio for a collective investment scheme. Forcing it ends in a request for information or a restructuring.
| Structure | Entry threshold | What you get, and at what price |
|---|---|---|
| SICAV | Minimum capital of €2,400,000 (Law 35/2003) | An IIC in corporate form: shareholders, shares and a general meeting, with a management company, a depositary and CNMV supervision. The reduced tax regime also requires a real shareholder base. |
| Investment fund | Minimum assets of €3,000,000 | The same IIC framework without a general meeting or shareholders: unitholders and units. Less corporate governance and less direct control by the sponsor over the vehicle. |
| Holding company or asset-holding company | No collective investment threshold | Outside the CNMV’s remit. With qualifying holdings, LIS Art. 21 allows a 95% exemption on dividends and capital gains (a stake of ≥5% held for at least 1 year). |
Does a SICAV pay off for you? We will tell you straight
We analyze your assets, your portfolio, your shareholder base and your real objective. If a SICAV fits, we prepare the full application to the CNMV; if it does not, we design the structure that does solve your case. We do not sell vehicles you do not need.
Frequently asked questions
SICAV: the questions people really ask us
What exactly is a SICAV?
A variable capital investment company (Sociedad de Inversión de Capital Variable, or SICAV) is a collective investment scheme in the form of a public limited company (sociedad anónima), governed by Law 35/2003 and supervised by the CNMV. Its capital varies within limits set in its articles of association as shareholders come in and go out, and its assets are managed in line with an approved investment policy.
Unlike a fund, it has legal personality: there are shareholders, a general meeting and a board of directors. And like every IIC, it operates with a management company and a depositary, except in the self-management cases provided for by law.
How much capital do you need to set up a SICAV?
The minimum capital of a SICAV is €2,400,000 under Law 35/2003. That is the legal floor, not the point at which the vehicle starts to be efficient: below a certain level of assets, the recurring cost of the structure eats up any advantage you expect to gain.
That is why the first job is not legal but arithmetic: comparing what it costs to maintain the vehicle each year with the real benefit you expect. If the numbers do not work out with a comfortable margin, the SICAV is not your structure, even if you have the capital.
Does it still make sense to set up a SICAV after the reform?
For many estates, no. The 2022 tax reform tightened access to the special regime and shut out structures that relied on an artificial shareholder base. That removed the reason many SICAVs were set up.
It still makes sense when there is a real plurality of investors who want to share an investment policy with equal rules for all, sufficient assets and a willingness to operate as a supervised vehicle. If your case is a concentrated family estate, there are almost always more efficient structures.
What about the 100-shareholder requirement?
Since the 2022 tax reform, applying the reduced 1% rate requires at least 100 shareholders to hold a relevant minimum stake on the terms set by tax law. Simply appearing in the shareholder register is no longer enough.
The practical consequence is twofold: you have to build and maintain an effective shareholder base, and you have to be able to prove it year after year. It is a tax requirement, subject to its own tax inspection framework, and you should analyze it with your tax advisor before setting anything up.
Can I have a SICAV with just my family?
You can set up an IIC with few shareholders, but then the tax reason usually behind the project disappears: the special regime requires the plurality of shareholders set by tax law, and without it the vehicle is taxed under the general regime.
In other words, you would have all the obligations of a supervised institution (management company, depositary, audit, reporting) without the benefit you were looking for. For a concentrated family estate, a well-designed holding structure almost always fits better.
How much does it cost to maintain a SICAV each year?
We do not publish third-party fees, but we do share the map of cost items so you can run your own numbers: the management company’s fee, the depositary’s fee, the audit of the accounts, supervisory fees, administration and valuation services for the vehicle, and the internal cost of corporate governance (general meetings, the board, reporting to shareholders).
That total is fixed and does not depend on whether the market cooperates. That is why we insist on quantifying it before incorporation: it is the item that decides whether the vehicle is a tool or an inherited burden.
SICAV or investment fund?
It depends on the governance you want. A SICAV gives you shareholders, a general meeting and a board: corporate control and a voice for investors, in exchange for running a company. A fund gives you a pool of assets with unitholders and units, without a general meeting or governing bodies. It is simpler to operate and has an entry threshold of €3,000,000.
If you want a group of investors to take part in the vehicle’s decisions, the corporate form adds something. If you only want the collective investment wrapper, see setting up an investment fund.
I already have an inherited SICAV. What are my options?
There are three, and they should be analyzed together: keep it if the shareholder base and the assets support it; restructure it by adjusting the investment policy, share classes and providers so that the cost makes sense; or plan its exit with prior wealth and tax planning that avoids surprises.
What we do not recommend is inertia: continuing to pay the management company, the depositary and the auditor of a vehicle that no longer serves the purpose it was created for. We review existing SICAVs and deliver a report with the three options quantified.
If a SICAV does not fit, what alternatives will you propose?
Whichever ones solve your real problem. If you are looking for efficiency on dividends and capital gains from shareholdings, a holding structure. If you want to invest in unlisted companies with other investors, a venture capital entity. If your assets are rental real estate, the SOCIMI route.
And if what you need is simply professional management of your portfolio, you may not need a vehicle at all: a management mandate and a sound family governance structure are enough.
Practical guide
How we decide on (and set up) a SICAV
Order matters: first the verdict, then the structure. Never the other way around, because unwinding a vehicle costs more than never setting it up.
Assessment and verdict
An inventory of the assets, the type of portfolio, the potential shareholder base and the real objective. We quantify the annual cost of the vehicle against the expected benefit and give you a written recommendation, whatever it is.
Structure and application
If a SICAV fits: incorporation, articles of association, investment policy, selection of and negotiation with the management company and depositary, and the full application to the CNMV with all documentation cross-checked.
Launch and life of the vehicle
Registration, onboarding of shareholders, a calendar of general meetings and periodic reporting, and an annual review that the vehicle still meets what it needs to justify its existence.
Checklist: deciding on and setting up a SICAV in 10 steps
- Asset inventory: which assets will go in, how they are valued and which ones are truly liquid. The portfolio decides whether the vehicle is viable.
- Stated objective: write down what you want the vehicle for: tax efficiency, orderly co-investment, family governance or professional management. Each objective points to a different structure.
- Fit test: check that the planned assets are a proper portfolio for a collective investment scheme and not personal-use assets or controlling stakes.
- Shareholder base: confirm whether you can gather and maintain the plurality of shareholders required by the tax regime, on the terms set by tax law.
- Vehicle math: add up the management company, depositary, audit, fees and administration, and compare the total with the expected benefit. If it does not work out with a comfortable margin, stop here.
- Structure decision: SICAV, fund, holding company or a combination. The decision is made once the tax report is final, not before.
- Capital and incorporation: evidence the €2,400,000 minimum capital, draft the articles of association and set the limits of the variable capital in the articles.
- Management company and depositary: select and negotiate the management mandate and the custody agreement, or arrange self-management on the terms required by law.
- CNMV application: file the application with the articles of association, investment policy, agreements and shareholder documentation, and answer requests for information without contradictions.
- Life of the vehicle: general meetings, periodic reporting, audited accounts, net asset value and an annual check that the shareholder requirement and the economic rationale still stand.
Want to compare before deciding? See setting up an investment fund, the family holding company route or, if the vehicle is already decided, IIC authorization.
Free resource · PDF
Download the 10-step EAF Checklist
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.
- The 10 steps, from idea to authorization
- The evidence the CNMV expects at each step
- License comparison table: EAFN, EAF and securities broker (agencia de valores)
- Professional PDF · 5 pages · 11 KB
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Working glossary
The nine concepts that will decide your SICAV
These are not textbook definitions. They are the terms that drive the decision, the negotiation with the management company and the later review of the vehicle.
SICAVVehicle
Variable capital investment company (Sociedad de Inversión de Capital Variable)
A collective investment scheme in corporate form: shareholders, a general meeting and a board, with an approved investment policy and CNMV supervision.
Minimum capital: €2,400,000.
Variable capitalStructure
Capital that breathes
The share capital moves between the legal minimum and the maximum set in the articles of association as shareholders come in and go out, without amending the articles for each movement.
Its limits are set at incorporation.
ShareholderInvestor
A shareholder, not a unitholder
Whoever invests in a SICAV is a shareholder: they vote at the general meeting, can take part in the vehicle’s governance and are bound by company law rules.
The key difference from a fund.
Shareholder requirementTax
Effective plurality
For the special tax regime, at least 100 shareholders must hold a relevant minimum stake, on the terms set by tax law.
It must be proven every year.
1% rateTax
The special IIC regime
Reduced corporate income tax, conditional on meeting the legal requirements, including a real shareholder base.
How it applies is analyzed case by case.
Management company and depositaryProviders
Who manages and who holds custody
The SGIIC manages the vehicle, and the depositary holds the assets in custody and oversees operations. Except in the case of self-management, both are mandatory.
Their cost is the main fixed item.
Treasury sharesLiquidity
How a shareholder comes in and goes out
The SICAV handles shareholders’ entries and exits by issuing and acquiring its own shares within the limits set in its articles of association.
It defines the investor’s real liquidity.
Asset-holding companyAlternative
The structure without a license
A commercial company that groups financial or real estate assets without being a collective investment scheme or being supervised by the CNMV.
A different tax regime and different rules.
Holding companyAlternative
The head of the group
A company that groups shareholdings. With qualifying holdings, LIS Art. 21 exempts 95% of dividends and capital gains.
A stake of ≥5% held for at least 1 year.
Vehicle playbook
What a SICAV has to sustain (and with what evidence)
Plurality of shareholders
An effective, traceable shareholder base, consistent with the tax regime you intend to apply.
Shareholder register, subscription documents and records supporting the marketing of the shares.
Governance of the vehicle
A general meeting and a board that genuinely decide on investment policy, providers and budget.
Minutes of general meetings and board meetings, an approved investment policy and documented delegations.
Management and custody
Management company and depositary appointed, operational and with responsibilities defined by contract.
Management agreement, custody agreement, periodic reports and support for the net asset value calculation.
Portfolio fit
Assets suitable for a collective investment scheme, capable of being valued and consistent with the stated policy.
Portfolio composition, valuation criteria and reports monitoring compliance with the limits.
Tax regime applied
Verifiable compliance with the special regime’s requirements every year, without artificial arrangements.
Evidence of the number of shareholders, the tax report for the year and supporting documentation kept on file.
Signs that your SICAV does not hold up
If you recognize two or more, review the vehicle before someone else reviews it for you.
- Behind the shareholder base there is a family core and a group of token shareholders who have never decided anything.
- Nobody has put in writing the annual cost of the vehicle against the benefit you expect to obtain.
- The portfolio includes real estate for your own use or controlling stakes in the family business.
- You inherited the SICAV and keep paying the management company, the depositary and the auditor without having reviewed what it is for today.
- The main argument for setting it up is image or discretion, not supervised collective management.
Real alternatives
If a SICAV is not your structure, one of these may be
Almost every project that comes to us asking about a SICAV is really looking for one of these four things: efficiency in holding shareholdings, a vehicle to invest in unlisted companies, a structure for rental real estate, or simply professional management without creating a product. Each objective has its own legal form, and choosing the wrong one is the expensive part.
Boundary
Family office: managing without a license
Where managing your own wealth ends and where the reserved activity that requires authorization begins.
See the boundary →
Reserved activityWealth
Unlisted
Venture capital: SCR and FCR
If you are going to invest in companies or private debt with other investors, your vehicle is governed by Law 22/2014.
See the vehicles →
Law 22/2014Companies
Real estate
SOCIMI for rental income
The regime designed for leased real estate, with an obligation to be listed and to distribute profits.
See the SOCIMI →
€5,000,000Rental
No vehicle
Co-investing without creating a product
When the goal is to invest together on a one-off basis, a good agreement between investors is sometimes enough.
See the option →
Club dealInvestor agreements
If, after the assessment, a SICAV fits, we take the vehicle through IIC authorization and negotiate the mandate with the management company. If another format fits better, see setting up an investment fund or the holding structure.
Contact
Book a call
Tell us what assets you want to structure and with whom. We will tell you whether a SICAV fits, what it takes to maintain it and what alternatives you have on the table.
Last updated: August 4, 2026
Setting up a SICAV in Spain: requirements, tax regime and alternatives
A SICAV is a collective investment scheme in the form of a variable capital public limited company, governed by Law 35/2003 and supervised by the CNMV. For years it was the default vehicle for large Spanish fortunes. Today it is one tool among several, with a high entry threshold and requirements that have shut out structures relying on an artificial shareholder base. This page does not sell it: it analyzes it.
What setting up a SICAV requires
The first requirement is capital: €2,400,000 minimum capital. The second is structural: like every collective investment scheme, a SICAV operates with a management company that manages it and a depositary that holds its assets in custody and oversees operations, except in the self-management cases provided for by law, which require a much more demanding in-house organization. The third is corporate: there are shareholders, a general meeting and a board of directors, with the governance obligations that entails. On top of that come audited accounts, periodic reporting to shareholders and to the supervisor, calculation of the net asset value and an approved investment policy that sets out what can and cannot be held in the portfolio. None of this is prohibitive. It simply carries a fixed cost that does not depend on how the market performs and that must be quantified before incorporation, not after. That is why many SICAV projects stop at the first meeting, and it is better that they stop there.
The tax regime and the shareholder requirement: what changed
The SICAV’s historical appeal was its reduced 1% corporate income tax rate as a collective investment scheme. The 2022 tax reform changed the equation: to apply that reduced rate, at least 100 shareholders must hold a relevant minimum stake, on the terms set by tax law. As a result, shareholder bases made up of token shareholders with no real economic interest in the vehicle no longer work. In practice, a SICAV today only has a future when there is an effective plurality of investors, and compliance must be provable year after year with documentation kept on file. Caution is advisable here: the tax analysis depends on the specific circumstances, is subject to its own tax inspection framework and must be finalized in writing with your tax advisor before you make any decision on structure. We do not promise savings: we quantify the cost, describe the requirement and tell you whether your case meets it.
When it still makes sense and when it does not
It still makes sense when there is a real group of investors who want to share an investment policy with equal rules for all, enough assets to absorb the structure and a willingness to operate as a supervised vehicle, with the transparency and governance that entails. It also makes sense when the project needs investors to have a say as shareholders (general meeting, board, voting) and not just units. It does not make sense when behind it there is a concentrated family estate looking for tax efficiency, when the planned portfolio includes assets that are not suitable for an IIC, or when the real objective is discretion. In those cases the vehicle adds obligations without solving the problem. There is a third, very common scenario: the inherited SICAV, set up years ago under different rules and kept alive by inertia. There the question is not whether to set it up, but whether to keep it, restructure it or plan its exit with enough lead time for wealth and tax planning. The worst decision is usually not making one and paying for the structure for yet another year. If you are a family that wants to organize how it holds its shareholdings, see the holding structure; if you want the collective investment framework without corporate governance, see setting up an investment fund.
Our method: assessment before application
We always work in the same order. First, an inventory of the assets and the type of portfolio, to check whether the assets fit in a collective investment scheme. Second, the objective, stated in writing: efficiency, orderly co-investment, family governance or professional management. Third, the vehicle math: the recurring cost of the management company, depositary, audit, fees and administration against the expected benefit. Fourth, the potential shareholder base. Fifth, if a SICAV already exists, a review of the current vehicle: portfolio composition, agreements with providers, corporate governance and support for the tax regime applied, to decide between keeping it, restructuring it or exiting. With those pieces we issue a reasoned recommendation, and only then, if appropriate, do we put together the full application to the CNMV through IIC authorization, with articles of association, investment policy and negotiation with the management company and the depositary. If the answer is no, we say so and propose the alternative: venture capital for unlisted companies, a SOCIMI for rental real estate, or a pure corporate structure. First consultation free and a reply within 24 h.
This content is for 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.
Vehicle and application
Alternatives to a SICAV
Official sources
Key legislation, linked to the official text:
- Law 35/2003 of November 4 on Collective Investment SchemesBOE · consolidated text
- Law 22/2014 of November 12, regulating venture capital entities, other closed-ended collective investment entities and management companies of closed-ended collective investment entitiesBOE · consolidated text
- Law 6/2023 of March 17 on Securities Markets and Investment ServicesBOE · consolidated text
Legislation and links reviewed in .