Venture capital
Partners raising their first fund
"We have a thesis, deal flow and two interested anchor investors. We need a credible structure for the first close before the commitments cool off."
How to set up a venture capital company (SCR) in Spain
Your first venture capital or private equity vehicle comes down to three questions: SCR (sociedad de capital riesgo) or FCR, your own manager or a third-party one, and what fits within the investment ratio. We answer them with your thesis in front of us and build the application under Law 22/2014 (Ley 22/2014, Spain’s law on venture capital and closed-ended investment entities) through to registration with the CNMV.
Structuring your first vehicle? We assess it for free
Tell us your thesis, target size and who your investors are: we will tell you which structure you need and what you do not need to pay for.
- 50+ entities advised
- Reply within 24 h
- No commitment
- SCR minimum capital
- €1,200,000
- FCR minimum assets
- €1,650,000
- SGEIC capital
- €125,000
- Key legislation
- Law 22/2014
Services
Everything involved in setting up your vehicle
From the first draft of the thesis to the first close: structure, vehicle documentation, CNMV application and investor agreements.
Manager
SGEIC: the management license
If you are going to manage third-party vehicles or a series of funds, the manager is no longer optional. €125,000 of capital, investment, risk and compliance functions, and a fit and proper team: we prepare the entire application.
Learn more →
Law 22/2014€125,000CNMVFit and proper
Vehicle
FCR: raising the fund
The standard format when you raise third-party capital: committed assets of €1,650,000, successive drawdowns, a defined life and fund rules that govern the relationship with investors from the first close.
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€1,650,000CommitmentsClosed-endedFund rules
2026 rules
AIFMD II in your vehicle
Since April 16, 2026, there are new rules on liquidity, delegation, reporting and loans originated by funds.
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Directive 2024/927Loans
Europe
ELTIF to reach retail investors
If your target capital includes non-professional investors, the European format changes the rules of the game.
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PassportRetail
Deals
Documenting each investment
Term sheet, shareholders’ agreement and exit terms: what protects the vehicle’s return, deal by deal.
Learn more →
Term sheetShareholders’ agreement
AML/CFT
KYC on your investors
Identification, beneficial owner and source of funds of each contributor, before you accept the commitment, not after.
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Law 10/2010Beneficial owner
Profiles
Who is structuring private capital vehicles
Four different starting points that end up in the same CNMV register, but by very different routes, and at very different costs.
Business angels
The syndicate that becomes an institution
"We have been investing together for years under informal arrangements. We want a vehicle with rules, reporting and a tax treatment that does not depend on how each of us set things up."
Corporate venturing
The industrial group investing in startups
"The board has approved a program to invest in companies in our sector. We have been asked for a vehicle with its own governance, separate from the group’s operating balance sheet."
From SPV to vehicle
The team that can no longer cope with one company per deal
"We set up a company for every deal and the admin is eating us alive. We want a permanent vehicle that covers several deals and that investors understand at first glance."
Before you start
Three mistakes that cost you the first close
In private capital, the timetable is set by investors, not by the supervisor. These three mistakes are the ones that make you miss fundraising windows.
Raising commitments without a vehicle: circulating a deck with target returns and economic terms before you have a registered structure turns a private fundraising into a marketing problem, and taints the application from the start.
Choosing the wrong structure: applying for a management company when you will run a single vehicle of your own means paying for more structure than you need; and setting up a self-managed vehicle when the real plan is successive third-party funds forces you to redo everything in the second generation.
Designing the thesis outside the scope: real estate, listed companies or consumer finance fit poorly within the mandatory investment ratio of Law 22/2014. If your planned portfolio does not fit, the right vehicle is a different one.
| Structure | Legal threshold | When it fits |
|---|---|---|
| SCR | Minimum share capital of €1,200,000, with partial initial payment allowed | Corporate vehicle, with shareholders, a board and its own balance sheet. Suits permanent capital, corporate venturing and groups of investors who want corporate governance. |
| FCR | Minimum committed assets of €1,650,000 | Fund format: commitments, successive drawdowns and a defined life. The standard when you raise third-party capital and think in generations of vehicles. |
| SGEIC | Capital of €125,000 | The manager. Required if you manage third-party vehicles or several vehicles; avoidable if your project is a single vehicle, self-managed or managed by a third-party manager. |
Shall we set up your venture capital vehicle?
We choose the structure with you (SCR, FCR, with a manager or self-managed), draft the bylaws or fund rules, organize the relationship with your investors and file the application with the CNMV through to registration. After that, we stay with you deal by deal.
Frequently asked questions
Venture capital: questions about your first vehicle
SCR or FCR: which one is right for me?
The SCR is a company: it has shareholders, governing bodies and its own balance sheet, with minimum share capital of €1,200,000, which may be partly paid up at the outset. It works well for permanent capital, corporate venturing and groups that want to make decisions at board level.
The FCR is a fund: minimum committed assets of €1,650,000, commitments that are drawn down over time and a defined life. It is the format institutional investors expect, and the natural choice if you plan to raise Fund I, II and III.
Do I need an SGEIC to launch my vehicle?
Not always. A vehicle can be self-managed (it manages itself and performs internally the functions required by the rules) or managed by an SGEIC, either your own or a third party’s.
The manager becomes necessary when you are going to manage third-party vehicles or a series of funds. Its capital is €125,000, but the real cost lies in the team and the control functions. If your project is a single vehicle, there is almost always a lighter route; we cover this on our venture capital fund manager authorization page.
What can a venture capital entity invest in?
The core is taking stakes in unlisted companies, using the financing instruments allowed by Law 22/2014. The law also imposes a mandatory investment ratio: a percentage of assets must be placed in investments typical of venture capital, and the rest is managed as a free portfolio.
That ratio decides whether your thesis fits or not. Strategies focused on real estate, listed companies or consumer credit usually fall outside it. Before registering anything, we check the planned portfolio against the legal scope.
Can I raise money from retail investors for the fund?
With caution. Marketing venture capital entities to non-professional investors is subject to the requirements and minimum amounts set by Law 22/2014, as well as the general rules on information and advertising.
If your plan relies on a broad base of small investors, there are two better routes: the ELTIF format, whose reform removed the €10,000 minimum and the 10% limit on the retail investor’s portfolio, or a crowdfunding platform. We design the route before you start talking to investors.
How long does CNMV registration take?
The rules set decision periods that run from the time the application is complete, but the real timetable depends on the quality of what you file and on how quickly you answer requests for information. A vehicle with finalized fund rules, a defined team and documented commitments moves forward; one with a half-finished thesis piles up rounds of corrections.
We do not promise registration dates. What we do control is that the application gives no reason for delay, and that your fundraising timetable does not depend on an authorization that has not yet arrived.
What is an SCR-Pyme and is it right for me?
It is a type of venture capital company provided for in Law 22/2014 and aimed at investing in small and medium-sized enterprises, with a more flexible investment regime as regards the instruments it can use to finance its portfolio companies.
It makes sense when your thesis combines equity and financing for early-stage or growth companies. Like any special type, it requires checking how your planned portfolio actually fits: we analyze it alongside the other options in the initial assessment.
Does AIFMD II affect me?
If your vehicle falls under alternative investment fund management, yes. Directive (EU) 2024/927 applies its new obligations from April 16, 2026 and covers four areas: funds that originate loans (with 5% risk retention, leverage limits and a closed-ended structure as a general rule), liquidity management tools, delegation and reporting.
For a classic equity FCR, the impact is moderate; for private debt strategies, it is structural. The vehicle must be compliant from day one: we explain it in detail on our AIFMD II page.
Can I start investing while registration is in progress?
The vehicle does not exist until it is incorporated and registered, so it cannot sign deals or receive capital contributions in its own right. What you can do is prepare the pipeline, negotiate term sheets subject to conditions and document investors’ commitments for the first close.
What is not advisable is improvising special purpose companies so as not to lose a deal and regularizing it later: those parallel structures complicate the later transfer to the entity and tend to raise awkward questions from the supervisor and from the investors themselves.
What does your service include?
The full project: choice of structure (SCR, FCR, self-management or SGEIC), design of the economic structure with your investors, drafting of the bylaws or fund rules and of the vehicle memorandum, fit and proper files, filing with the CNMV and a response to every request for information through to registration.
After that, we stay with you where money is really made or lost: documentation of each investment, monitoring of the investment ratio, valuations, investor reporting and structuring of exits. First consultation free of charge and a reply within 24 h.
Practical guide
From thesis to first close
A private capital vehicle is set up at the pace of its investors. That is why we work on the structure and the fundraising in parallel, with the documentation always ahead of the commitments.
Thesis, structure and economics
We define what you are going to buy, at what stage, with what ticket size and over what horizon. That determines the right structure, whether or not you need a manager, and the structure of fees and carried interest.
Vehicle and application
Incorporation, bylaws or fund rules, investment policy, vehicle memorandum, fit and proper of the team and investor documentation. All cross-checked and filed with the CNMV in a single package.
Closing and operations
First close, capital call mechanics, reporting calendar, monitoring of the investment ratio and documentation of the first portfolio deals.
Checklist: your venture capital vehicle in 10 steps
- Investment thesis: sector, stage, average ticket, number of portfolio companies and exit horizon. Everything else follows from this.
- Fit within the scope: check the planned portfolio against the mandatory investment ratio of Law 22/2014 before promising anything to anyone.
- Choice of structure: a corporate SCR or a fund-format FCR; self-managed, with your own manager or backed by a third-party SGEIC.
- Economic structure: management fee, the team’s carried interest and distribution rules, written down before the first commitment.
- Investor base: identify anchor investors and the profile of contributors; this determines whether you can raise capital privately or need another route.
- Starting capital: evidence the €1,200,000 share capital of the SCR or the €1,650,000 of committed assets of the FCR, depending on the structure.
- Vehicle documentation: bylaws or fund rules, investment policy, memorandum and investor information documents, with no contradictions between them.
- Team and functions: document who makes investment decisions, who values the portfolio and who oversees compliance, with credible time commitments.
- CNMV application: file the complete vehicle and answer requests for information within days; every round lost is one fewer fundraising window.
- Life of the vehicle: capital calls, periodic valuations, monitoring of the investment ratio, investor reporting and ongoing adaptation to AIFMD II.
If your project involves managing third-party vehicles, start with venture capital fund manager authorization. If the fund format is what you need, see venture capital fund.
Free resource · PDF
Download the 10-step EAF Checklist
The 10 steps to set up your Financial Advisory Firm (EAF) with 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 table: EAFN, EAF and securities broker
- Professional PDF · 5 pages · 11 KB
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Working glossary
The language of private capital in Spain
Nine terms that will appear in your fund rules, in negotiations with investors and in the CNMV’s first request for information. Once they are clear, conversations take half the time.
SCRStructure
Venture capital company
Corporate entity that invests in unlisted companies on its own account, with shareholders, governing bodies and its own balance sheet.
Minimum share capital: €1,200,000.
FCRStructure
Venture capital fund
Pool of assets from several investors earmarked for investment in unlisted companies, with commitments, successive drawdowns and a defined life.
Committed assets: €1,650,000.
SGEICManager
The management company
Entity authorized to manage venture capital entities and closed-ended collective investment entities, with investment, risk and compliance functions.
Capital: €125,000.
EICCFramework
Closed-ended collective investment
Law 22/2014 category for vehicles with no right of redemption at the investor’s discretion, where liquidity comes with exits.
A different logic from an open-ended fund.
Investment ratioLimit
The mandatory scope
Percentage of assets that must be invested in typical venture capital transactions, with calculation rules and adjustment periods.
It defines which theses fit the structure.
CommitmentInvestors
Commit, then pay in
The investor undertakes to contribute an amount that the vehicle calls as it closes deals, instead of paying it all at once.
Its mechanics are agreed in the documentation.
Self-managementModel
A vehicle without an external manager
The vehicle itself takes on management and the functions required by the rules, without appointing an external management company.
Viable in single-vehicle projects.
Carried interestEconomics
The team’s incentive
Variable remuneration of the management team linked to the vehicle’s return, conditional on the minimum return agreed with investors.
Its tax treatment is analyzed case by case.
MarketingFundraising
How the vehicle is offered
The activity of raising capital from investors, with different requirements depending on whether they are professional or non-professional investors and on the channel used.
Getting it wrong taints the application.
Application playbook
What the CNMV reviews in a venture capital vehicle
Structure fit
That the thesis, the type of investor and the chosen structure are consistent: SCR, FCR, self-management or an external manager.
Vehicle memorandum, bylaws or fund rules, and a description of the investment process.
Capital and commitments
Capital or committed assets evidenced, and a drawdown mechanism the vehicle can sustain.
Certificate of payment, investor commitment letters and capital call plan.
Who manages
A team with demonstrable experience in the stated strategy, and control functions with identified owners.
Management agreement or self-management structure, organization chart, documented CVs and fit and proper files.
Investment policy and ratio
A defined investment scope and a real procedure to monitor the mandatory ratio and the diversification limits.
Fund rules or bylaws, valuation policy for portfolio companies and a limit-monitoring log.
Investors and AML/CFT
Fundraising aimed at the right investor, accurate information materials and due diligence on each contributor.
Marketing documentation, investor classification, KYC and evidence of beneficial ownership.
Signs that your structure needs a review
If any of these sounds familiar, it is worth stopping before the first close: rebuilding a vehicle with investors already in it costs much more.
- You are showing a deck with target returns and economic terms for a vehicle that does not exist yet.
- Your planned portfolio includes real estate or listed companies and nobody has checked whether it fits within the mandatory ratio.
- You set up a new company for each deal and you already have more vehicles than closed deals.
- You are going to charge a management fee on third-party money with no registered vehicle and no manager behind it.
- Your first close depends on non-professional investors and you have not yet designed the marketing route.
Related decisions
Before registering the vehicle, look at the full map
Venture capital is not the only possible wrapper for investing alongside others. Depending on the liquidity of your assets, the type of investor and the size of the project, a classic collective investment scheme, a corporate wealth-holding structure or a different regulated fundraising route may suit you better. These are the options we put on the table in the initial assessment.
Listed
Investment fund
If your portfolio is liquid and you want subscriptions and redemptions at net asset value, you need a different wrapper.
See the fund →
€3,000,000Open-ended
Wealth
SICAV: the corporate route
A collective investment vehicle with shareholders and a general meeting. We analyze when it is worth it today and when it is not.
See the analysis →
€2,400,000Shareholders
No vehicle
Co-investing deal by deal
When the project is a one-off, sometimes a special purpose company and a good agreement between investors are enough.
See the option →
Club dealAgreements
Fundraising
Crowdfunding platform
If what you want is to channel many small investors into projects, the regulated structure is a different one.
See the license →
CrowdfundingRetail
Does your project involve managing third-party money on a recurring basis? Start with venture capital fund manager authorization. Only want the vehicle? See venture capital fund and review the impact of AIFMD II before finalizing the fund rules.
Contact
Book a call
Tell us what you plan to invest in, with what commitments and with what team. We come back to you with the most efficient structure and the path to registration.
Last updated: August 4, 2026
Setting up an SCR or an FCR: structures, requirements and the CNMV application
Law 22/2014 is the Spanish framework for private capital: venture capital entities, closed-ended collective investment entities and their management companies. A team that wants to launch its first venture capital or private equity vehicle always faces the same three decisions (corporate or fund format, in-house or external management, and investment scope), and all three determine how much capital has to be put in, the fundraising timetable and what the portfolio will later be able to buy.
SCR, FCR and SGEIC: who needs what
The venture capital company (SCR) is a corporate vehicle with shareholders, a board and its own balance sheet: minimum share capital of €1,200,000, which may be partly paid up at the outset. It suits permanent capital, corporate venturing programs and groups of investors who want to make decisions through corporate bodies. The venture capital fund (FCR) is the fund version: minimum committed assets of €1,650,000, contributions that are called as deals close, and a defined life; it is the format institutional investors expect and the one that lets you think in successive generations of vehicles. And the SGEIC is the manager, with capital of €125,000: necessary when you are going to manage third-party vehicles or several vehicles at once, and dispensable if your project begins and ends with a single vehicle that can be self-managed or rely on a third-party manager. Most of the cost overruns we see start here: projects that pay for a management license before they need one, or self-managed structures that have to be rebuilt when the second fund arrives.
What a venture capital entity can invest in
The scope is not unrestricted. Law 22/2014 requires a mandatory investment ratio to be maintained: part of the assets must be placed in transactions typical of venture capital (mainly stakes in unlisted companies and the permitted financing instruments), while the rest works as a free portfolio with its own rules. There are also specific types, such as the SCR-Pyme, designed for investing in small and medium-sized enterprises with greater flexibility in financing instruments. The practical consequence for a sponsor is direct: the thesis is checked against the scope before the fund rules are written, not after. Strategies focused on real estate assets, listed companies or retail credit usually fall outside and need a different wrapper, whether a classic collective investment scheme or an unlicensed corporate structure. Checking this in the first week of the project saves months and avoids having to explain a change of structure to investors halfway through fundraising.
The CNMV application
Registering the vehicle requires a consistent set of documents: bylaws or fund rules, investment policy, a descriptive memorandum of the vehicle and its team, evidence of the capital or commitments, and information documents for investors. If there is a manager, you must add its program of activities, the organization of the investment, risk and compliance functions, and the fit and proper files of directors and key officers. A detail that surprises many teams: if an institutional investor takes a stake in the manager’s capital, acquiring a qualifying holding (general threshold of 10%, with further thresholds of 20%, 30% and 50%) requires prior assessment by the supervisor, with a general period of 60 business days, which can be extended by requests for information. This has to be planned with the fund’s timetable in hand. The rules set decision periods that run from the time the application is complete, but what really sets the pace is how quickly you answer requests for information.
Raising the fund without creating a marketing problem
Fundraising is where most projects run into trouble. Offering a vehicle that does not exist yet, with target returns and finalized economic terms, is the quickest way to turn a private round into an awkward file. The rules also change depending on who you approach: marketing to non-professional investors is subject to the requirements and minimum amounts set by Law 22/2014, and if your plan relies on a broad base of small investors, the right format is probably the ELTIF (whose reform removed the €10,000 minimum and the 10% limit on the retail investor’s portfolio) or a crowdfunding platform. On top of all this come due diligence on each contributor under anti-money laundering rules and, if your strategy includes private debt, the new AIFMD II requirements. We design the fundraising route at the same time as the structure, so that the commercial and regulatory timetables do not get in each other’s way.
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.
Venture capital: services
Other investment vehicles
Official sources
Key legislation, linked to the official 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 10/2010 of April 28 on the prevention of money laundering and terrorist financingBOE · consolidated text
- Directive (EU) 2024/927 of March 13, 2024 amending Directives 2011/61/EU and 2009/65/ECEUR-Lex · Official Journal of the EU
Legislation and links reviewed in .