Introduction: Spain’s Investment Fund Landscape
Spain is a major European hub for regulated investment funds, offering flexibility through both open-ended funds (fondos de inversión) and closed-ended funds (sociedades de capital riesgo and sociedades de inversión).
At Borderless Lawyers, we assist asset managers, fund sponsors, and international investors in setting up compliant, tax-optimized structures in Spain’s regulated financial environment.
🏦 Understanding Open vs. Closed-Ended Funds
🔓 Open-Ended Funds (Fondos de Inversión)
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Investors can subscribe or redeem shares at any time based on NAV (Net Asset Value).
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Managed by a fund management company (SGIIC) under CNMV oversight.
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Assets can include equities, fixed income, money markets, or mixed portfolios.
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Popular among retail and institutional investors.
📌 Must be registered with the CNMV (Comisión Nacional del Mercado de Valores) before public offering.
🔒 Closed-Ended Funds
These include:
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Sociedades de Capital Riesgo (SCR): Focus on private equity or venture capital investments.
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Sociedades de Inversión de Capital Variable (SICAV): Specialized tax-efficient vehicles, typically for high-net-worth individuals.
Key features:
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Investors typically cannot redeem shares on demand.
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More suitable for long-term investment strategies.
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Regulated under Spain’s Law 22/2014 on venture capital and closed-ended vehicles.
⚠️ Closed-ended funds are often subject to minimum capital and investor requirements.
📝 Legal Requirements to Set Up a Fund
✅ General Setup Process
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Select Structure: Open-ended (Fund/SICAV) or Closed-ended (SCR).
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Draft Bylaws & Prospectus: Define investment policy, risks, redemption terms, and governance.
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Appoint Key Roles: Fund manager (SGIIC), depositary entity (custodian), and auditors.
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Register with CNMV: Submit all required legal documents and obtain approval.
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Tax Registration & NIF: Obtain a Spanish tax ID and register for applicable tax regimes.
📈 Minimum Capital
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Open-ended: Typically €3 million minimum.
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SCRs: Minimum €1.2 million (can vary depending on investor type).
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SICAVs: €2.4 million minimum capital and 100 shareholders (minimum requirement).
💶 Taxation & Regulatory Oversight
⚖️ CNMV Supervision
All funds are regulated by the CNMV, ensuring:
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Investor protection
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Transparency and reporting obligations
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Anti-money laundering compliance
🧾 Tax Regimes
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Most funds enjoy favorable tax deferral or reduced tax rates.
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SICAVs previously had a 1% tax rate, but stricter investor requirements now apply.
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Funds must file regular tax declarations and financial statements.
🛡️ Borderless Lawyers works with accountants and tax advisors to ensure full compliance.
🌍 Why Foreign Investors Use Spanish Funds
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EU-passporting and MiFID II harmonization
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Access to European capital markets
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Clear legal protections for investors
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Favorable tax treatment (depending on structure)
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Efficient administration for cross-border asset managers
🔐 For non-EU investors, Spain can act as a gateway jurisdiction for European fund distribution.
🧑💼 How We Can Help
Our team at Borderless Lawyers provides:
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📑 Legal structuring and CNMV filings
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🔍 Due diligence on proposed fund strategies
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📊 Coordination with tax advisors and financial entities
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📈 Ongoing compliance and governance support
📞 Ready to Launch a Fund in Spain?
Whether you’re structuring a UCITS-like vehicle or a private capital SCR, Borderless Lawyers helps you navigate the full legal and regulatory process in Spain.