Investment funds (FI)
Harmonized UCITS with an EU passport
"We design UCITS funds with a prospectus, KID and fund rules compliant with Directive 2009/65/EC and Law 35/2003, ready to be marketed across the EU."
SGIIC License in Spain: Setting Up a Fund Management Company
Expert legal advice on SGIIC licensing in Spain: CNMV authorization, Law 35/2003 (LIIC), Royal Decree 1082/2012, UCITS, AIFMD, governance, minimum capital and full regulatory compliance for IIC management companies.
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- Additional capital threshold
- €250 million
- Qualifying holding
- 10%
- Key legislation
- Law 35/2003
Services
Our SGIIC services
Six pillars to set up, authorize and run a collective investment scheme management company with legal certainty and excellent governance.
Authorization
SGIIC incorporation and license before the CNMV
End-to-end preparation of the application: program of activities, corporate structure, good repute of directors, minimum capital (€125,000) and internal policies under Law 35/2003.
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CNMVLIICCapitalGood repute
Governance
Compliance program for management companies
Compliance function, risk management, internal audit, and conflict-of-interest and remuneration policies under UCITS V and AIFMD.
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ComplianceRiskAuditConflicts
Prospectuses
Prospectus, KID and fund rules
Drafting and registration with the CNMV of prospectuses, Key Information Documents (KID/PRIIPs) and fund rules for investment funds.
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KIDPRIIPs
AML/CFT
The SGIIC as an obliged entity
AML/CFT manual, KYC/EDD on unitholders, detection of suspicious activity and reporting to SEPBLAC under Law 10/2010.
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SEPBLACKYC
EU passport
Cross-border marketing
UCITS/AIFMD passport notifications to market IICs in other Member States, registration of distributors and local compliance.
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UCITSAIFMD
Inspections
CNMV requests and defense
Responses to requests for information, supervisory actions and CNMV sanctioning proceedings, backed by a sound legal strategy.
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CNMVSanctions
Types of IIC
Legal management tailored to each type of collective investment scheme
Investment funds, SICAVs, hedge fund IICs (SIL/IICIL), real estate IICs or private equity funds: each structure requires a specific regulatory framework and its own controls.
SICAV
Variable capital investment companies
"We adapt the SICAV structure to the new tax framework (Law 11/2021), covering governance, the minimum number of investors and CNMV supervision."
Hedge fund IICs
Hedge funds and alternative investment funds (AIFs)
"We structure IICIL/SIL vehicles under AIFMD with risk management, independent valuation and marketing exclusively to qualified investors."
Private equity
SGEICs and venture capital vehicles
"We advise on SGIIC↔SGEIC conversions under Law 22/2014, designing ECRs, FCREs and FESEs tailored to each strategy."
Consequences
Why does strict compliance matter for an SGIIC?
The CNMV is stepping up its supervision of SGIICs: governance, costs, conflicts of interest, valuation and sustainability (SFDR). Non-compliance means sanctions, loss of authorization and reputational damage.
Revocation of the authorization if the requirements (good repute, capital, organizational structure) cease to be met, under LIIC Art. 46.
Enhanced CNMV supervision of costs, conflicts of interest, valuation, liquidity and SFDR/sustainability compliance.
Growing requirements on transparency, regulatory reporting (AIFMD Annex IV, MMF reporting) and pre-contractual disclosure to investors.
LIIC / CNMV
up to €10,000,000
Penalties for very serious breaches of governance obligations, asset segregation or market abuse rules in the management of IICs.
Depositary
Joint and several liability
Failures in the relationship with the depositary or in asset segregation expose the SGIIC and its directors to financial liability.
SFDR / MiFID II
Greenwashing
Inaccurate ESG disclosures or flawed suitability tests trigger sanctions and unitholder claims for mis-selling.
Do you need to set up an SGIIC or bring one into compliance?
We help you with CNMV authorization, governance, compliance, prospectuses, the EU passport and defense in inspections, so you can operate with full legal certainty.
Frequently asked questions
SGIIC: common questions
What is an SGIIC and what does it do?
An SGIIC (collective investment scheme management company) is a specialized financial entity, authorized by the CNMV, whose business is managing investments, controlling and managing risks, and administering, representing and marketing IICs (investment funds and investment companies).
It is governed by Law 35/2003 of November 4 on Collective Investment Schemes and its implementing regulation (Royal Decree 1082/2012). It must take the form of a public limited company (S.A.) or a limited liability company (S.L.), with an exclusive corporate purpose.
What minimum capital does an SGIIC need?
The minimum share capital is €125,000, fully paid up in cash (Art. 43 of Law 35/2003 and Art. 100 of Royal Decree 1082/2012). This amount increases progressively with the total assets under management above €250 million.
In addition, the company must hold additional own funds to cover professional liability risks (professional indemnity insurance or own funds) under UCITS V and AIFMD.
What internal bodies must an SGIIC have?
The organizational structure must include separate, independent risk management, compliance and internal audit functions, reporting directly to the board of directors.
The board must be made up of persons of commercial and professional good repute, and at least two persons with adequate knowledge and experience must effectively run the company (the "four-eyes" rule).
What is the difference between an SGIIC and an SGEIC?
An SGIIC manages collective investment schemes (funds, SICAVs, IICILs) governed by Law 35/2003. An SGEIC (closed-ended investment entity management company) manages venture capital entities (ECR), closed-ended collective investment entities (EICC) and FESEs under Law 22/2014.
The same management company can be authorized as both an SGIIC and an SGEIC if it meets the requirements of both regimes.
What ancillary services can an SGIIC provide?
In addition to collective management, an authorized SGIIC may provide (after extending its license) discretionary portfolio management, investment advice, and safekeeping and administration of IIC units, as well as reception and transmission of orders.
These MiFID services require compliance with additional obligations (suitability, appropriateness, best execution, Investment Guarantee Fund).
What role does the depositary play?
Every IIC managed by an SGIIC must have a separate, independent depositary, responsible for safekeeping the assets, overseeing the management company's activity and monitoring cash flows.
The SGIIC–depositary relationship is governed by a contract, and the depositary's liability is strict under LIIC Art. 62 and Delegated Regulation (EU) 2016/438.
What SFDR obligations does an SGIIC have?
As a financial market participant, an SGIIC is subject to Regulation (EU) 2019/2088 (SFDR). It must disclose how it integrates sustainability risks and principal adverse impacts (PAI), and classify its products as Article 6, 8 or 9.
The CNMV supervises these disclosures and sanctions greenwashing and incorrect classifications.
Can an SGIIC delegate management?
Yes, but under strict conditions (Art. 98 of Royal Decree 1082/2012 and the UCITS/AIFM Directives). Delegation cannot turn the management company into an empty shell ("letter-box entity"), it must be based on objective reasons, the delegate must be authorized, and there must be oversight and reversibility mechanisms.
Ultimate responsibility towards unitholders and the CNMV remains with the delegating SGIIC.
Practical guide
Practical guide to authorizing and running an SGIIC
Authorizing an SGIIC is not just filing forms: you must show the CNMV a sound organizational structure, sufficient capital, effective governance and documented policies. The key is consistency between the program of activities and how the company actually operates.
Rules that apply to an SGIIC
Law 35/2003 (LIIC), Royal Decree 1082/2012, Directive 2009/65/EC (UCITS), Directive 2011/61/EU (AIFMD), MiFID II, SFDR, the EU Taxonomy and CNMV circulars. Together they set a demanding governance standard.
Authorization and registration
Program of activities, organizational structure, identity and good repute of shareholders with qualifying holdings, draft bylaws, paid-up capital and viability plan. The CNMV decides within 6 months (extendable).
What makes the difference
Written policies, committee minutes, a risk matrix, a conflicts-of-interest register, periodic testing and regulatory reporting are the first things the CNMV reviews in an inspection.
SGIIC authorization checklist in 10 steps
- Define the business model: type of IIC to manage (UCITS, AIF, IICIL), investment strategies and target markets.
- Incorporate the company (public limited company or limited liability company) with an exclusive corporate purpose and minimum capital of €125,000, fully paid up.
- Identify shareholders with qualifying holdings (≥10%) and evidence their good repute and suitability.
- Organizational structure: board, general managers, and compliance, risk management and internal audit functions.
- Prepare a detailed program of activities and a three-year business plan.
- Internal manuals: operating procedures, AML/CFT, conflicts of interest, remuneration, risk management and valuation.
- Appoint a depositary and negotiate the agreement under LIIC Art. 62.
- Prepare the prospectus, KID, fund rules and model agreements with unitholders.
- File the application electronically with the CNMV, with all required documentation.
- Follow up the procedure, respond to requests to remedy deficiencies and obtain final registration in the CNMV administrative register of SGIICs.
If you need end-to-end support in the process, see our securities market regulatory services or, for an independent review, our external expert report.
The SGIIC in operation
SGIIC governance: from authorized to supervised, with evidence
A sound SGIIC is not the one that files a flawless application: it is the one that keeps policies up to date, committees working, effective risk management, consistent valuation and accurate reporting to the CNMV over time. Here is the key operating dashboard.
1) GovernanceBoard, committees and control functions
A board of suitable directors, an audit/risk committee, an investment committee and independent compliance, risk and internal audit functions.
- Good repute and suitability
- Four-eyes rule
- Functional independence
2) RiskRisk management and valuation
Risk policy, limits, stress tests, liquidity measurement, counterparty risk and valuation procedures consistent with IFRS and CNMV circulars.
- Risk map
- Liquidity management tools
- Independent valuation
3) ReportingCNMV regulatory reporting
Confidential financial statements, IIC statistical information, AIFMD Annex IV, MMFR, SFDR and disclosure of material events to the market.
- UCITS/AIF statements
- SFDR PAI
- Material events
4) MiFID & ESGMiFID II, conflicts of interest and SFDR
Suitability tests, best execution, product governance, conflicts-of-interest policy, inducements and sustainability disclosures under SFDR.
Tip: the CNMV is prioritizing inspections on costs, "value for money", greenwashing and clients' sustainability preferences.
Quick decisionPractical SGIIC map: which regime applies to each IIC?
UCITS (FI/SICAV)
Directive 2009/65/EC + Law 35/2003. Diversification, weekly liquidity, KID, retail EU passport.
AIF / IICIL / SIL
AIFMD + Law 35/2003. Investment flexibility, qualified investors, Annex IV reporting, PRIIPs KID.
ECR (SGEIC)
Law 22/2014 + EuVECA/EuSEF Regulations. Venture capital, illiquid investments, restricted marketing.
SGIIC playbook
SGIIC compliance in practice
Corporate governance
A suitable board, functioning committees, segregation of duties and a remuneration policy aligned with UCITS V/AIFMD.
Board minutes, suitability assessments, an approved and published remuneration policy.
Risk management
Independent function, written policy, limits, stress tests, liquidity management tools.
Risk reports, risk matrix, backtests, documented activation of LMTs.
Conflicts of interest
Identifying, preventing and recording conflicts; policy on related-party transactions and relevant personnel.
Up-to-date conflicts register, published policy, notice to unitholders where appropriate.
Asset valuation
Consistent procedures, functional independence, reliable prices and treatment of illiquid assets.
Valuation policy, price sources, committee minutes, pricing reports.
AML/CFT
The SGIIC as an obliged entity: AML/CFT manual, internal control body (OCI), training, KYC/EDD and reporting to SEPBLAC.
AML/CFT manual, KYC files, suspicious transaction reports, recorded training.
Red flags in CNMV supervision of SGIICs
Indicators that trigger enhanced inspections and supervisory requests.
- Costs and fees that are unjustifiably high relative to the returns delivered ("value for money").
- SFDR classifications (Art. 8/9) without supporting documentation: greenwashing risk.
- Extensive delegation of management that turns the management company into an empty shell (letter-box entity).
- Insufficient liquidity in open-ended IICs or late activation of liquidity management tools.
- Transactions with the group or relevant personnel without controls and not recorded in the register.
Working glossary
Key concepts for an SGIIC
If you are setting up or running an SGIIC, these terms appear in the CNMV application, in audits and in day-to-day operations. Understanding them is a prerequisite for designing workable controls.
LIICLaw 35/2003
Law on Collective Investment Schemes
Framework law governing IICs and SGIICs in Spain: authorization, operation, supervision, sanctions regime and marketing.
Implemented by Royal Decree 1082/2012.
UCITSEU Directive
Undertakings for Collective Investment in Transferable Securities
Harmonized EU framework (Directive 2009/65/EC) for funds that can be marketed to retail investors, with an EU passport, diversification and periodic liquidity.
Requires a KID + registered prospectus.
AIFMDEU Directive
Alternative Investment Fund Managers Directive
Directive 2011/61/EU, which applies to managers of alternative investment funds (AIFs): hedge funds, private equity, real estate and IICIL.
Reporting: Annex IV.
DepositaryCustody
IIC depositary
Independent entity responsible for safekeeping the assets, verifying ownership and overseeing the SGIIC's activity (LIIC Art. 62).
Delegated Regulation (EU) 2016/438.
DFI / KIDDisclosure
Key Information Document
Short pre-contractual document (max. 3 pages) with key product information for investors: risks, costs, scenarios (PRIIPs).
Regulation (EU) 1286/2014.
SFDRSustainability
Sustainable Finance Disclosure Regulation
Regulation (EU) 2019/2088, which requires disclosure of sustainability risks and classification of products as Art. 6, 8 or 9.
Enhanced anti-greenwashing supervision.
SGEICLaw 22/2014
Closed-ended entity management company
Entity similar to an SGIIC that specializes in ECRs, EICCs and European funds (EuVECA, EuSEF). Requires specific CNMV authorization.
Can be combined with an SGIIC license.
SuitabilityGood repute
Board suitability requirements
Directors and senior managers must evidence commercial and professional good repute, knowledge, experience and good governance (CNMV Circular 1/2014).
Prior assessment by the CNMV.
LMTLiquidity
Liquidity Management Tools
Liquidity management tools (swing pricing, anti-dilution levy, gating, side pockets) that the SGIIC can apply when facing redemption pressure.
ESMA/CNMV supervisory priority.
Contact
Book a call
Tell us about your SGIIC project and we will explain how we can support you through authorization and day-to-day dealings with the CNMV.
SGIIC regulatory framework in Spain and the EU: LIIC, UCITS, AIFMD and MiFID II
In Spain, the regulation of SGIICs (collective investment scheme management companies) rests on three pillars: Law 35/2003 of November 4 on Collective Investment Schemes (LIIC), its implementing regulation (Royal Decree 1082/2012) and the harmonizing EU Directives (UCITS and AIFMD). The CNMV is the competent authority for the authorization, registration and supervision of all Spanish SGIICs.
Authorization and minimum capital
To set up an SGIIC, the company must take the form of a public limited company (S.A.) or limited liability company (S.L.) with an exclusive corporate purpose, have its registered office and effective management in Spain, and have a minimum capital of €125,000, fully paid up in cash (Art. 43 of Law 35/2003 and Art. 100 of Royal Decree 1082/2012), with progressive increases based on assets under management, plus additional own funds to cover professional liability risks.
Governance and internal organization
Law 35/2003 requires an adequate organizational structure with independent compliance, risk management and internal audit functions, a conflicts-of-interest policy, a remuneration policy aligned with UCITS V/AIFMD and a board of directors made up of persons whose good repute and suitability are assessed by the CNMV.
UCITS, AIFMD and the EU passport
An authorized SGIIC can manage harmonized UCITS IICs (which can be marketed to retail investors across the EU) or AIFs (alternative funds under AIFMD), with different regimes for diversification, liquidity, leverage and reporting. The EU passport allows cross-border activity by notification to the host authorities.
MiFID II, SFDR and sustainability
When the SGIIC provides ancillary services (discretionary management, advice), it becomes subject to MiFID II: suitability, best execution, product governance and inducements. In addition, as a financial market participant, it must comply with the SFDR, Regulation (EU) 2019/2088, on sustainability disclosures, principal adverse impacts (PAI) and product classification (Art. 6, 8 or 9).
AML/CFT, depositary and supervision
The SGIIC is an obliged entity under Law 10/2010 on the prevention of money laundering, and must operate with an independent depositary (LIIC Art. 62 and Delegated Regulation (EU) 2016/438) that holds the assets in custody and oversees the management company's activity. The CNMV carries out ongoing supervision and can impose fines of up to €10 million for very serious infringements.
Services for SGIICs
Related areas
Resources and blog
Official sources
Key legislation, linked to the official text:
- Law 35/2003 of November 4 on Collective Investment SchemesBOE · consolidated text
- Royal Decree 1082/2012 of July 13, approving the Regulation implementing 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
Legislation and links reviewed in .