Why Create an Open-Ended Investment Fund in Spain?
Spain offers an attractive and regulated environment for creating open-ended investment funds, formally known as:
-
Instituciones de Inversión Colectiva (IIC)
-
Sociedades de Inversión de Capital Variable (SICAV)
These funds are ideal for:
✅ Asset managers
✅ Private banks
✅ Wealth structuring for HNWIs
✅ EU-wide distribution under the UCITS directive
At Borderless Lawyers, we help investment managers and financial institutions structure, register, and launch investment vehicles that are compliant with CNMV and EU law.
🧾 Types of Open-Ended Investment Funds in Spain
🔹 SICAV (Variable Capital Investment Company)
-
Open-ended fund structured as a company
-
Minimum capital: €2.4 million
-
Must have at least 100 shareholders
-
Corporate form: Sociedad Anónima (SA)
-
Supervised by the CNMV and Bank of Spain
🔹 FIM (Mutual Investment Fund)
-
Fund managed by a Management Company (SGIIC)
-
Separate legal personality not required
-
Requires independent Depositary Entity
📌 Both must be registered in Spain’s Official Register of IICs (CNMV).
🛠 How to Create an Open-Ended Investment Fund in Spain
1. 🧑💼 Appoint a Fund Manager (SGIIC)
-
Must be authorized and registered with the CNMV
-
Can be Spanish or EU-based with passporting rights
-
Responsible for daily operations, compliance, and reporting
⚠️ Foreign fund managers require local legal representation in Spain.
2. 📄 Draft Fund Prospectus & Bylaws
Must include:
-
Investment policy & eligible assets
-
Shareholder rights and redemptions
-
Risk profile and leverage
-
Valuation methods and fee structure
✅ We ensure your documents meet CNMV disclosure standards and EU UCITS rules (if applicable).
3. 🏛️ Register with the CNMV
Required documents:
-
Legal incorporation paperwork
-
Fund prospectus and bylaws
-
Details of SGIIC, depositary, and custodians
-
KIID (Key Investor Information Document)
🕐 Registration with CNMV typically takes 2 to 3 months with complete documentation.
4. 🏦 Open Depositary & Custody Accounts
-
All IICs must designate a Spanish-authorized Depositary Institution
-
Ensures asset safekeeping, trade settlement, and NAV monitoring
-
Includes regular reporting to CNMV
🔒 Asset protection and investor confidence are enhanced by the depositary structure.
5. 📢 Comply with Marketing & Distribution Rules
-
Funds can be distributed across the EU under UCITS passport
-
Local marketing in Spain requires pre-notification to CNMV
-
Cross-border AIFs must comply with AIFMD if not UCITS
📘 We assist with EU-wide marketing approvals and fund passporting.
🔍 Taxation of Investment Funds in Spain
-
Registered funds benefit from 1% corporate tax rate
-
Shareholders taxed on capital gains and dividends
-
Tax neutrality preserved for non-resident investors under treaties
📌 SICAVs must meet 100 shareholder rule to maintain tax privileges.
💬 Real-World Example
Case: A Luxembourg-based asset manager sought to launch a UCITS fund domiciled in Spain to access Latin American investors. We:
-
Structured the fund under Spanish UCITS law
-
Registered the SGIIC and fund with CNMV
-
Coordinated with Spanish custodians and tax advisors
-
Ensured full passporting to EU countries
📈 The fund now operates with daily liquidity and active investor participation across multiple jurisdictions.
⚖️ Ongoing Compliance Obligations
Open-ended funds must:
-
File periodic NAV, risk, and financial reports
-
Maintain investor communication in Spanish
-
Notify CNMV of structural changes or breaches
-
Ensure KYC and anti-money laundering compliance
🔍 Our legal team offers retainer-based compliance support for investment funds operating in Spain.
🌍 Why Choose Borderless Lawyers?
-
✅ Experts in CNMV fund registration
-
✅ Legal structuring under UCITS & AIFMD
-
✅ Ongoing compliance and risk advisory
-
✅ Cross-border investment vehicle support
-
✅ English-speaking service for global clients