What Is a SICAV?
A SICAV (Sociedad de Inversión de Capital Variable) is a Spanish open-ended collective investment vehicle, similar to a mutual fund or investment company, that offers flexible capital and tax advantages.
🔍 Key Features:
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Legal form: Public limited company (SA)
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Minimum capital: €2.4 million
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At least 100 shareholders
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Supervised by CNMV (Spain’s securities market regulator)
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Used for wealth management and institutional investing
⚠️ Important: SICAVs have been subject to regulatory reforms to prevent misuse for personal tax planning.
🧾 Requirements to Establish a SICAV in Spain
⚙️ 1. Legal Structure & Registration
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Must be set up as a Sociedad Anónima (SA) under Spain’s Commercial Code
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Registered in the Mercantile Registry and CNMV’s Special Register
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Articles of incorporation must align with investment fund regulations
📝 100-shareholder rule must be satisfied from the outset or via delegated management
💶 2. Capital Contributions
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Initial subscribed capital of €2.4 million, fully paid in
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Capital may increase or decrease depending on investor inflows and redemptions
📊 SICAVs offer variable capital, ideal for dynamic investment strategies
👥 3. Shareholders & Governance
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Must have at least 100 shareholders to qualify for tax treatment
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Governed by a Board of Directors, with a compliance officer and registered domicile in Spain
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Can delegate portfolio management to a registered investment firm (SGIIC)
🔐 Nominee shareholders may be used, but transparency rules apply
🧮 4. Taxation of SICAVs
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Corporate tax rate: 1%, provided the shareholder rule is met
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Distributions to investors taxed as dividends
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Non-resident investors may benefit from double tax treaties
⚠️ If deemed a shell for personal wealth management, SICAV may lose tax privileges
🛠 How Borderless Lawyers Supports SICAV Setup
We provide end-to-end legal services to establish SICAVs that meet regulatory, tax, and operational requirements:
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✅ Drafting bylaws and legal documentation
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✅ Registering with CNMV and Spanish authorities
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✅ Structuring compliance with shareholder rules
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✅ Appointing independent directors and auditors
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✅ Ongoing legal and tax compliance advisory
🌐 Full bilingual support | 🏢 Offices in Madrid & Barcelona | 📈 Investment-focused legal strategy
🔄 Recent Reforms Affecting SICAVs
Spain introduced anti-abuse reforms to prevent misuse of SICAVs for personal tax sheltering:
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CNMV and Tax Agency now verify substance and investor independence
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SICAVs failing to comply with the 100-investor rule may be deregistered
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Increased transparency and EU-wide information exchange
📌 Alternative structures like SGIICs, venture capital entities, or ETFs may suit smaller or closely-held investments
💬 Example: Cross-Border SICAV Setup
Case: A Luxembourg-based fund manager sought to open a SICAV in Spain for local real estate investments. We coordinated the registration with CNMV, structured the shareholder pool via intermediaries, and ensured cross-border tax compliance under the Spain–Luxembourg treaty.
🚀 Explore the Potential of SICAVs in Spain
SICAVs remain a strategic vehicle for institutional and high-net-worth investors when structured properly. If you’re looking to establish a fund or diversify European investment vehicles, Borderless Lawyers offers full legal setup and compliance.