We help venture capital, private equity and private debt managers obtain authorization from the CNMV as an SGEIC (sociedad gestora de entidades de inversión colectiva de tipo cerrado — closed-ended fund manager): AIFMD scope, capital, fit and proper, depositary, valuation, reporting and ongoing compliance.
Setting up a private equity / venture capital fund manager? Free assessment
Tell us about your vehicle, expected AUM and strategy: we will tell you whether you need a full-scope AIFMD SGEIC or the simplified sub-threshold regime.
Six building blocks for a solid, defensible application to register as a venture capital or private equity fund manager in Spain.
We analyze expected AUM, leverage and strategy to determine whether you need full-scope SGEIC authorization (AIFMD) or the simplified regime below the thresholds. The decision shapes capital, depositary and reporting.
We prepare the authorization manual (Model 1, 2 or 3, depending on the services), the program of activities, the corporate documents and the fit and proper questionnaires for directors and key function holders.
Fit and proper and good-repute questionnaires for at least two senior managers who effectively run the business, plus the key functions of risk management, regulatory compliance and valuation.
€125,000 of initial capital + additional own funds (0.02% of AUM above €250 million). Appointment of the mandatory depositary for full-scope AIFMD vehicles.
Risk management policy, independent valuation function, AIFMD remuneration policy and a periodic Annex IV reporting system.
AML risk assessment, KYC policy, internal control body (OCI) with a SEPBLAC representative, training, and DORA digital operational resilience from day one.
Boutique venture capital firms, mid-sized private equity, private debt managers or family offices structuring their own vehicle: each project has specific regulatory nuances that determine the applicable regime.
"For managers with a first fund and expected AUM below €100 million, the sub-threshold regime is the natural route: a faster process, with capital and compliance proportionate to the project's real size."
"For a manager with expected AUM above €100/500 million, or one that wants to use leverage, a full-scope AIFMD SGEIC gives access to the EU passport and cross-border marketing from the first fund."
"Managers that combine closed-ended funds with additional investment services (discretionary management or advice) need the extended authorization model and the integrated MiFID II regime."
"When a simplified-regime manager crosses the threshold, the transition must be planned in advance: capital, depositary, AIFMD remuneration policy and full reporting cannot be improvised."
Marketing a venture capital fund without CNMV authorization, choosing the wrong regime or improvising AIFMD controls blocks operations, exposes you to sanctions and damages your relationship with LPs, banks and depositaries.
The most expensive mistake: starting fundraising before obtaining CNMV authorization (or simplified registration, where applicable). Institutional LPs will not sign a commitment without an authorized manager.
Confusing an SGEIC with an SGIIC is one of the most common mistakes: the SGEIC manages closed-ended vehicles (venture capital, FCR, EICC); the SGIIC manages open-ended vehicles (UCITS, FI). The regime, framework and supervision are completely different.
Underestimating the AIFMD thresholds when launching the first fund, and then being forced to convert the simplified SGEIC into a full-scope SGEIC in a hurry, without a suitable depositary or an AIFMD remuneration policy in place.
Managing an ECR or EICC without CNMV authorization can lead to the activity being halted and make it impossible to market the vehicle to investors.
Fines and personal liability of directors for managing collective investment vehicles without a license, a suitable depositary or operational AIFMD reporting.
Institutional LPs (insurers, pension funds, funds of funds) require active CNMV authorization, a solvent depositary and AIFMD reporting before committing capital.
The decision depends on AUM, leverage, marketing strategy and ancillary services. A well-justified choice at the outset avoids months of requests for information and redesigns of the application.
The SGEIC (management company of closed-ended collective investment entities) is the Spanish legal form that allows a firm to professionally manage closed-ended investment vehicles: venture capital entities (FCR and SCR), ECR-Pyme, EICC, EuVECA, EuSEF and FILPE/ELTIF.
It is governed by Law 22/2014 (Ley 22/2014, Spain's law on venture capital and closed-ended investment entities), which transposes Directive 2011/61/EU (AIFMD). Authorization and supervision are the responsibility of the CNMV, which keeps the official register of managers.
Both are collective investment management companies supervised by the CNMV, but they manage different vehicles:
Prudential regime, minimum capital, depositary and reporting differ for each type. Choosing the right regime at the outset is the first key decision in the application.
Law 22/2014 sets out two regimes depending on the volume of assets under management:
The full-scope regime gives access to the EU passport; the simplified regime does not. Moving from one to the other requires planning: additional capital, a depositary, an AIFMD remuneration policy and Annex IV reporting cannot be improvised.
An SGEIC's scope covers the following closed-ended vehicles:
Each vehicle has specific requirements for investment policy, diversification and marketing.
The minimum initial share capital, fully paid up, is:
When the total value of the portfolios managed exceeds €250 million, own funds must be increased by 0.02% of the excess. The sum of initial capital and the additional amount is capped at €10 million. Part of the additional amount can be covered by a bank guarantee or insurance.
The depositary is an independent entity (an authorized credit institution or investment firm) responsible for safekeeping the vehicle's assets, monitoring cash flows, verifying ownership of the assets and overseeing compliance with the fund rules.
It is mandatory for all ECRs and EICCs managed by a full-scope AIFMD SGEIC. For a sub-threshold SGEIC it may not be strictly mandatory, but institutional LPs usually require one anyway as a condition before committing.
Annex IV of the AIFMD sets out the periodic reporting regime that full-scope AIFMD managers must submit to their competent authority (the CNMV in Spain). It includes information on the fund's risk profile, assets under management, leverage, liquidity, concentration, counterparties and main markets of operation.
Reporting is quarterly, half-yearly or annual depending on AUM and fund category. Preparing it requires operational systems in place: it cannot be improvised.
The CNMV's statutory decision period is 3 months from submission of the complete application, extendable up to 6 months depending on the complexity of the case. In practice, a well-prepared project takes 6 to 12 months overall, including the earlier design and application stages and any requests for information.
What lengthens the process most are internal inconsistencies between the program of activities, the risk management policy, independent valuation, the AIFMD remuneration policy and the procedures manual.
Depending on the applicable model (Model 1, 2 or 3), the SGEIC application includes:
Yes, but only if it is authorized as a full-scope AIFMD SGEIC. The EU passport allows the manager to manage funds in other Member States and to market its vehicles to professional investors across the EU without obtaining local authorization in each jurisdiction.
Sub-threshold SGEICs have no passport: their vehicles can only be marketed in Spain. For cross-border marketing, they must convert into a full-scope SGEIC.
Conversion to a full-scope AIFMD SGEIC is mandatory when you exceed the thresholds in Law 22/2014 (€100 million with leverage / €500 million without leverage). It can also be voluntary if you want the EU passport, to market outside Spain or to attract institutional LPs that require a full AIFMD framework.
The process involves additional CNMV authorization, an increase in capital and own funds, engaging a depositary, implementing an AIFMD remuneration policy and activating Annex IV reporting. It is an orderly 4–8 month project if well planned.
Authorization is only the beginning. An operating SGEIC must maintain:
The SGEIC's scope is set by Law 22/2014 and the AIFMD regime. You should be clear on it before designing the business model and choosing the CNMV manual model.
Services an SGEIC CAN provide
Managing venture capital funds and companies (FCR / SCR) and their SME-focused variant. This is the core activity.
EICC, EuVECA, EuSEF and FILPE/ELTIF. Each category has its own investment, diversification and marketing requirements.
Administration functions: asset valuation, accounting, investment management, investor reporting and depositary oversight.
If the authorization covers them (Model 3): discretionary portfolio management, investment advice, reception and transmission of orders.
Services an SGEIC CANNOT provide
Open-ended IICs (UCITS, traditional FIs, SICAVs) fall exclusively under SGIICs. An SGEIC cannot manage them.
Custody and verification of the vehicle's assets is the role of the depositary, not the manager. The SGEIC cannot perform that function.
An SGEIC is not a credit institution and cannot raise repayable funds from the public in the form of deposits.
Sub-threshold SGEICs have no EU passport: they cannot market their vehicles in other Member States under the AIFMD regime.
Is your vehicle open-ended with periodic redemptions? Then you do not need an SGEIC: you probably need an SGIIC under Law 35/2003.
The same type of manager, two very different regimes depending on AUM and services. This table summarizes the key differences that shape capital, depositary, reporting and marketing.
| Feature | Full-scope SGEIC (AIFMD) | Sub-threshold SGEIC |
|---|---|---|
| Applicable threshold | AUM > €100 million with leverage or > €500 million without leverage | AUM below the legal thresholds |
| Minimum capital | €125,000 + additional own funds (0.02% above €250 million) | €125,000 |
| Legal regime | Full AIFMD + Law 22/2014 | Law 22/2014 (lighter regime) |
| Mandatory depositary | Yes (credit institution / investment firm) | Recommended but not mandatory |
| AIFMD remuneration policy | Mandatory | Not formally required |
| Annex IV reporting | Full, mandatory | Reduced reporting |
| EU passport | Yes (cross-border management + marketing) | No (Spain only) |
| Marketing to EU professional investors | Yes, via the passport | No (would require country-by-country notification) |
| CNMV models | Model 2 (without MiFID) / Model 3 (with MiFID) | Model 1 |
| Typical actual timeframe | 8–12 months | 6–10 months |
| Typical profile | Private equity, private debt, ELTIF | Boutique VC, first fund, family office |
Indicative figures under Law 22/2014 and Directive 2011/61/EU (AIFMD). Each project requires a case-by-case analysis of AUM, leverage, marketing and ancillary services.
Six common profiles of private equity and venture capital managers and the structure that usually fits each one. The final decision depends on AUM, leverage, marketing strategy and ancillary services.
Manager with a first FCR of €30–80 million, no leverage and marketing only in Spain. Expected AUM over 3 years below the AIFMD thresholds.
Manager with several funds and expected AUM above €200 million, possible leverage and plans to market to European institutional LPs.
Manager that runs private debt funds and also provides additional MiFID services (discretionary portfolio management or advice) to professional clients.
Sub-threshold manager whose AUM has grown and is approaching or exceeding €100/500 million. It must convert into a full-scope AIFMD SGEIC.
Project that wants to market a long-term investment vehicle to European retail investors: infrastructure, energy, real-economy corporate debt.
Family office that wants to set up an FCR or EICC to invest in specific opportunities with the family and possible outside co-investors.
Don't see your model here? Tell us about your project and we will tell you exactly which structure you need and under which regime.
On the left, the six real cost drivers. On the right, a 5-question interactive test that tells you whether your project fits as a full-scope AIFMD SGEIC, a sub-threshold SGEIC or Model 3 with MiFID, or needs a different structure.
Fully paid-up initial share capital. If your AUM exceeds €250 million, you must add 0.02% of the excess as additional own funds (max. €10 million).
Agreement with a solvent depositary (authorized credit institution or investment firm). Annual cost proportional to AUM. Mandatory for a full-scope AIFMD SGEIC, recommended for sub-threshold.
Regulatory fit, authorization manual (Model 1/2/3), program of activities, internal AIFMD policies, depositary agreement and handling of CNMV requests for information.
At least two full-time senior managers who effectively run the business, plus the key functions of risk management, valuation, regulatory compliance and internal audit.
Annex IV reporting, AML/KYC, DORA, AIFMD remuneration policy, annual audit, ongoing training and maintaining valuation and transaction records.
Applying for a full-scope SGEIC when sub-threshold was enough burdens the first fund with depositary, reporting and AIFMD remuneration costs. Applying for sub-threshold when you are going to market in the EU blocks expansion.
SGEIC authorization is not just a formality: it is a system that must show consistency between the investment strategy, the team's fitness and propriety, the AIFMD policies, the depositary and reporting. These are the 10 key steps.
The CNMV checks consistency between the stated strategy, expected AUM and services. A well-justified decision at the outset avoids months of requests for information and redesigns of the application.
At least two full-time senior managers who effectively run the business, plus the key functions of risk management, valuation, regulatory compliance and internal audit. Genuine good repute and time commitment.
Annex IV reporting, the AIFMD remuneration policy, the depositary agreement, AML, DORA and notifying changes to the CNMV are permanent obligations from day one.
If you want to build your application from scratch or review where your project stands, see our securities market regulation services or our dedicated CNMV authorization practice.
Solid SGEIC authorization is not a stack of PDFs: it is a set of consistent decisions (regulatory fit, fit and proper, AIFMD, depositary and ongoing compliance) showing that the manager can operate in a supervisable way from day one. Here is a visual overview of how it works in practice.
1) Regulatory fitThe goal is not to apply as fast as possible: it is to make sure the chosen structure is the right one. The decision shapes capital, depositary, reporting and marketing.
2) ApplicationThe CNMV checks consistency between the program of activities, the manual for the applicable model, the AIFMD policies, the depositary, fit and proper and key functions. Internal inconsistencies are the main cause of requests for information.
3) Fit and properAt least two full-time senior managers who effectively run the business. Key functions of risk management, independent valuation, regulatory compliance and internal audit, with good-repute and time-commitment questionnaires.
4) ComplianceAnnex IV reporting, the AIFMD remuneration policy, the depositary agreement, AML/KYC, DORA, and valuation and transaction records turn the SGEIC into a genuinely supervisable entity from day one.
Quick decisionSub-threshold SGEIC (Model 1): first VC fund, Spain only, no passport. A lighter process.
Full-scope AIFMD SGEIC (Model 2): mandatory depositary, Annex IV reporting, EU passport.
SGEIC Model 3: combines collective management with additional investment services under MiFID II.
A reasoned analysis showing that the actual activity fits as a full-scope SGEIC, sub-threshold SGEIC or Model 3, and not as another type of entity.
Regulatory fit report, strategy description, AUM projections and comparison of regimes.
A consistent description of the vehicles to be managed, LP profile, investment policy, governance and financial projections.
Detailed report following the CNMV model, financial projections and a description of the operational flow.
Good repute, experience and genuine time commitment of directors, senior managers and key functions (risk, valuation, compliance).
Official questionnaires, CVs, MiFID II certifications where applicable, evidence of track record.
Risk management policy, independent valuation, AIFMD remuneration policy and depositary agreement.
AIFMD manuals, valuation models, remuneration policy, depositary agreement and Annex IV reporting.
Firm-specific AML risk assessment, KYC policy for LPs, DORA framework with an ICT incident register.
AML/CFT manual, KYC policy, OCI, SEPBLAC representative, ICT policy and incident register.
Spot them before filing the application to avoid costly requests for information.
The statutory period is 3 months from a complete application (extendable to 6), but in reality a well-prepared project takes 6–12 months. This is the typical breakdown:
Analysis of the model, expected AUM and strategy. Comparison of full-scope AIFMD SGEIC / sub-threshold / Model 3. Reasoned decision and project plan.
2–4 weeksIncorporation as an SA (sociedad anónima) with at least two senior managers who effectively run the business. Paying in the capital and preparing the own funds plan. Preparing fit and proper questionnaires for directors and key function holders.
4–8 weeksDrafting the manual for the applicable model (1, 2 or 3), the program of activities and the policies on risk management, valuation, AIFMD remuneration, conflicts of interest, outsourcing, AML/CFT and DORA. Depositary agreement.
6–10 weeksFiling of the complete application with the official forms. This is when the statutory 3-month decision period (extendable to 6) starts to run.
1–2 weeksThe CNMV may issue requests for information seeking clarification on the management model, fit and proper, valuation policy, depositary or reporting. This is the phase with the greatest impact on the final timeline.
3–6 monthsCNMV authorization and final entry in the SGEIC register. Activation of the depositary agreement and start of Annex IV reporting (if full scope).
2–4 weeksAnnex IV reporting, operational AML/KYC, DORA, the AIFMD remuneration policy in practice, valuation records, ongoing training, annual audit and notification of significant changes to the CNMV.
OngoingMistakes that delay authorization, trigger costly requests for information or, worse, block the launch of the first fund. How to spot them before filing.
Applying the SGIIC regime (Law 35/2003, open-ended UCITS vehicles) to a closed-ended venture capital fund. Or the reverse: applying for an SGEIC for an open-ended vehicle with periodic redemptions.
Choosing the sub-threshold regime when expected AUM will exceed €100/500 million within 18–24 months. This forces a rushed migration to a full-scope SGEIC, without a suitable depositary or an AIFMD remuneration policy ready.
Appointing directors and key function holders with conflicting roles (other managers, banking, multiple boards) without justifying genuine commitment to the project. The CNMV questions operational viability.
Filing the application without the depositary in place, or with a depositary unsuited to the fund's jurisdiction, assets or investor profile. This is one of the main reasons for requests for information.
Attaching a generic AIFMD remuneration policy, with no real deferral, no variable pay in fund-linked instruments and no internal governance showing that it is applied.
Failing to build the DORA framework (Regulation (EU) 2022/2554, applicable since January 2025) into the application: no ICT policy, no incident register, no management of critical ICT outsourcing.
We are not a general practice firm. For years we have supported SGEICs, investment firms, EAFNs, payment institutions, EMIs and CASPs in their applications to the CNMV, the Bank of Spain and SEPBLAC. Financial regulation is all we do.
We have handled applications before the CNMV and the Bank of Spain for SGEICs, investment firms, EAFNs, payment institutions, EMIs and CASPs, as well as private investment managers and family offices.
We do not do general corporate work. Designing and defending SGEIC, AIFMD, MiFID, PSD2, MiCA and AML/CFT authorizations is our core specialty.
Substantive replies to regulatory queries in under 24 business hours, including the CNMV request-for-information stage, where deadlines are critical.
We don't just handle the authorization: we support you with Annex IV reporting, the AIFMD remuneration policy, DORA, AML/CFT and the day-to-day relationship with the depositary.
Without a common vocabulary, meetings with the CNMV, the depositary or LPs get complicated. These are the 12 terms that appear in every SGEIC application and that you should master before filing.
Manager authorized by the CNMV to manage closed-ended investment vehicles: ECR, EICC, EuVECA, EuSEF, FILPE/ELTIF.
Manager of open-ended vehicles (UCITS, FI, SICAV). Different from an SGEIC in regime, legal framework and vehicles.
FCR (fund) or SCR (company) that invests in unlisted holdings. The core of venture capital in Spain.
ECR variant with a specific regime to channel investment into small and medium-sized enterprises.
General-purpose closed-ended vehicle, without the sector restrictions of an ECR. Useful for funds of funds, real estate or debt.
Harmonized European vehicle for venture capital. Its own regime, with an EU passport for registered managers.
Harmonized European vehicle for social investment. Same framework as EuVECA but focused on social entrepreneurship.
Closed-ended European vehicle for infrastructure, real estate and real-economy debt that can be marketed to retail investors. Amended by ELTIF 2.0.
European directive regulating alternative investment fund managers. Transposed in Spain through Law 22/2014.
Independent credit institution or investment firm that safekeeps assets, monitors cash flows and oversees compliance with the fund rules.
SGEIC below the thresholds (€100 million with leverage / €500 million without). Lighter process, no EU passport, reduced reporting.
Periodic information (quarterly, half-yearly or annual) that full-scope SGEICs report to the CNMV: risk, leverage, liquidity, concentration.
Tell us about your project, expected AUM and strategy. We will advise you on the regime (full-scope AIFMD, sub-threshold or Model 3 with MiFID) and the steps of the application.
We reply within 24 h
Before filing, you should have the core legislation and the official templates under control. These are the public resources we use most in each authorization.
Consolidated text of the law governing ECRs, EICCs and SGEICs. It is the core legislation for the application, together with its implementing rules.
Read on BOE CNMVOfficial authorization manuals (Models 1, 2 and 3), fit and proper forms, programs of activities and change notifications.
See the forms CNMVSearch the official register of SGEICs, ECRs, EICCs and other supervised entities. Useful for benchmarking and due diligence.
Go to the register ESMAEuropean Securities and Markets Authority documents on applying the AIFMD: Q&A, technical guidelines, supervisory criteria.
See ESMA guidelines EUR-LexConsolidated text of the European directive on alternative investment fund managers. The framework that Law 22/2014 transposes.
Read the AIFMD EUR-LexRegulation (EU) 2023/606, which updates the European Long-Term Investment Fund regime, broadening eligibility and opening the vehicle to retail investors.
Read ELTIF 2.0SGEIC authorization is governed by Law 22/2014 of November 12, regulating venture capital entities, other closed-ended collective investment entities and management companies of closed-ended collective investment entities. The law transposes Directive 2011/61/EU (AIFMD) into Spanish law and sets up the supervisory regime applied by the CNMV.
Law 22/2014 distinguishes between a full-scope AIFMD SGEIC and a sub-threshold SGEIC. The first applies when AUM exceeds €100 million with leverage or €500 million without leverage; the second, below those thresholds. The full-scope regime gives access to the EU passport and requires a depositary, an AIFMD remuneration policy and Annex IV reporting. The simplified regime is more agile, but limits marketing to Spain.
The CNMV publishes three authorization manuals depending on the project profile: Model 1 for sub-threshold SGEICs without investment services; Model 2 for full-scope AIFMD SGEICs without investment services; Model 3 for SGEICs that also provide MiFID services (discretionary management or individual advice). Choosing the right model at the start of the application is the first key decision of the project.
The scope of activity includes ECRs and ECR-Pymes, EICCs, EuVECA (Regulation (EU) 345/2013), EuSEF (Regulation (EU) 346/2013) and FILPE/ELTIF (Regulation (EU) 2015/760, amended by ELTIF 2.0). Each vehicle has specific investment policy, diversification and marketing requirements.
Obtaining authorization is only the first step. An operating SGEIC must maintain Annex IV reporting, an AIFMD remuneration policy applied in practice, a live depositary agreement, an AML/CFT system with reporting to SEPBLAC, a DORA digital resilience framework, an annual audit and notification to the CNMV of significant changes (directors, holdings, fund rules). The application does not end there: it begins.
Key legislation, linked to the official text:
Legislation and links reviewed in .
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