Spanish Law 22/2014 transposed the AIFMD and provides the core framework for Spanish closed-ended alternative investment funds, while Law 35/2003 (LIIC) and Spanish Regulation 1082/2012 (RIIC) govern open-ended funds, including UCITS and non-UCITS AIFs. Structures are identified by their legal form and investment policy. The market relies on a set of established vehicles that align with private equity and venture capital, broader closed-ended strategies, EU-labelled vehicles, and open-ended hedge strategies.

Spain offers both corporate (with separate legal personality) and contractual (fund, with no separate legal personality) forms for AIF. Sponsors select the corporate form where governance, board control and equity-style mechanics are prioritised, and the fund form where LP-style (limited partner) commitments and capital accounts are preferred.

Spanish AIF Vehicles

Spanish closed-ended vehicles under Law 22/2014 include the following categories, each available as a company or a fund.

• Private equity entities (entidades de capital riesgo – ECR), which can be incorporated as limited partnerships (FCR) or as companies (SCR) and that can accommodate mainly private equity and venture capital strategies.
• Small and medium-size private equity entities (entidades de capital riesgo-PYMES – ECR-PYMES), which can be incorporated as limited partnerships (FCR-PYMES) or as companies (SCR-PYMES), and can accommodate mainly private equity and venture capital strategies to invest in SMEs.
• Closed-ended collective investment undertakings (entidades de inversion colectiva de tipo cerrado – EICC), which can also be incorporated as limited partnerships (FICC) or as companies (SICC) and, unlike the ECR or ECR-PYMES, may be used for all kinds of asset classes, including debt and pure real estate investment strategies.

Spanish opened-ended vehicles under LIIC include the fondo de inversión libre (FIL or IICIL) and funds of hedge funds (FOFIL or IICIICIL), with corporate analogues also available.

EU-Labelled Vehicles

Other AIFs that can be established in Spain but will be regulated by the relevant EU Regulation (and on a supplementary basis by Law 22/2014) are as follows, also available under a corporate or fund form.

• European venture capital funds (EuVECA) – known in Spain as FCRE (fondo de capital riesgo europeo), they suit early‑stage and growth venture strategies that target qualifying portfolio undertakings and the wish to access a simplified cross‑border marketing label.
• European social entrepreneurship funds (EuSEF) – known in Spain as FESE (fondo de emprendimiento social europeo), they fit social entrepreneurship and impact strategies that comply with specific use‑of‑proceeds and portfolio eligibility tests.
• European long-term investment funds (ELTIF) – know in Spain as FILPE (fondo de inversión a largo plazo europeo), they are used for long‑term private markets strategies – including private credit, infrastructure, real estate and growth equity – and can be structured as closed‑ended or, subject to liquidity safeguards, with limited redemptions during life.

Managers and Advisers: Principal Legal Vehicles

Spanish AIF funds must be managed by a regulated management company while corporate form Spanish AIFs may opt to be self-managed (in which case they need to be authorised prior) or to delegate the management of their assets to a regulated management company.

Closed-ended AIFs are managed by a Sociedad Gestora de Entidades de Inversión de Tipo Cerrado (SGEIC) regulated under Law 22/2014. SGEICs come in two categories that align with AIFMD thresholds:

• exempt SGEICs with assets below management thresholds; and
• fully licensed SGEICs when such thresholds are exceeded.

Fully licensed SGEICs are subject to enhanced requirements on depositaries, investor disclosures, investment restrictions and regulatory reporting, and can access the AIFMD passport to manage or market within the EU.

Under LIIC, a Sociedad Gestora de Instituciones de Inversión Colectiva (SGIIC) manages open-ended AIFs and may also manage closed-ended AIFs, subject to authorisation. SGIICs operate under a comprehensive risk, valuation and liquidity framework suited to open-ended strategies, including hedge funds. In practice, sponsors choose SGEIC for closed-ended programmes and SGIIC for open-ended platforms, although some groups maintain both licences for platform flexibility.

Manager licensing decisions consider AUM (assets under management) profiles, desired EU passporting, and whether a closed-ended or open-ended platform is contemplated.

Investment advisory functions can be performed by entities authorised to provide investment advice, often within the manager’s group. Advisory entities typically take the form of Spanish corporations and are subject to CNMV oversight where they provide regulated advice. Where advice is intra-group and provided to the licensed manager, advisory entities generally operate under contractual arrangements with clear delegation and oversight provisions to meet regulatory standards.

Registration and/or Approval Requirements

AIFs without legal personality (contractual fund form)

Contractual AIFs must appoint a licensed management company from inception to manage and represent the fund. For closed-ended contractual AIFs, no prior authorisation from the CNMV is required; incorporation is effected by executing the constitutive document (which may be a private document) and filing for administrative registration with the CNMV. Open-ended contractual AIFs require prior CNMV authorisation for incorporation and subsequent registration with the CNMV’s administrative register.

AIFs with legal personality (corporate form)

Corporate AIFs are incorporated as Spanish public limited companies (Sociedad Anónima or SA). They may either appoint an external AIFM from inception or operate as self-managed vehicles. Where the AIF is self-managed, prior CNMV authorisation is required before incorporation to verify adequate organisational, human and technical resources. If asset management is delegated to a duly authorised AIFM, that prior authorisation for the AIF as self-managed is not required, as the AIFM’s authorisation covers the management function.

In all cases, the deed of incorporation must be executed before a Spanish Notary. The deed must first be registered with the Mercantile Registry corresponding to the AIF’s registered office and then filed for administrative registration with the CNMV.

Key Required Documentation

A compliant offering document or prospectus (folleto informativo) with regulated content is required in all cases. For contractual AIFs, the prospectus is complemented by fund rules, management regulations or an LPA; for corporate AIFs, the by-laws are typically accompanied by investment terms and conditions that sit alongside the by-laws to address provisions not suitable for Mercantile Registry filing but mirroring the substantive terms found in fund regulations. Sustainability annexes are especially relevant where the AIF is classified under Articles 8 or 9 of the SFDR and should clearly set out the environmental or social characteristics or sustainable investment objectives and related disclosures.

Where units or shares of the AIF are marketed to retail investors, a key information document (KID) must accompany the offering materials.

Subscription agreements or commitment letters are also fundamental for closed-ended vehicles and should align with the governing documents on capital commitments, drawdowns, default provisions and transfer mechanics.

All governing and investor-facing documents must be published on the CNMV’s website and kept current; material changes generally require prior notification or approval, depending on their nature.

Other Relevant Information as to the Setting-Up Process in Spain

Where no prior CNMV authorisation is required, the process is generally streamlined and can be completed in approximately two to three months. Vehicles requiring prior CNMV authorisation should expect a longer timetable of roughly six to nine months. See 2.3.4 Regulatory Approval Process for more details.

CNMV fees are set and not typically the main cost driver. They include filing and registration fees for new vehicles, fees associated with authorisation reviews where applicable, and ongoing supervisory levies.

By contrast, professional advisory and service provider costs drive most of the budget. Depositary fees will vary based on asset type, custody complexity and valuation support needs, although there is a regulatory framework that limits these fees. Audit costs depend on portfolio composition, valuation policies and the number of entities within the structure. Legal and tax advisory fees are shaped by the fund’s investment strategy, investor negotiations (including side letters), cross-border elements and any bespoke structuring.

Spanish AIFs operate on a limited liability model for investors. In broad terms, an investor’s financial exposure is capped at the amount it has subscribed or committed. This principle aligns with the AIFMD framework, which places management, operational and safeguarding responsibilities on the authorised AIFM and the depositary, rather than on investors. As a result, third-party creditors of the fund generally have recourse only to the fund’s assets, and not to investors’ assets beyond their contractual obligations to the fund.

Where the AIF takes a corporate form, the Spanish Companies Act reinforces limited liability. Shareholders are not personally liable for corporate debts beyond their capital contribution and any outstanding, valid commitments.

Investors do not incur liability for the AIF’s debts or obligations provided they do not intervene in the management of the fund or its assets. The legal architecture under Law 22/2014 and the AIFMD places portfolio and risk management with the authorised manager. Passive investment, including exercising customary investor rights, receiving information, and participating in investor meetings or advisory committees, does not convert an investor into a manager or create additional liability. Similarly, serving on the board of a corporate AIF whose management is delegated can remain an oversight function. Liability risks arise if LPs step into de facto management, approve or direct specific investments, or otherwise exercise control over management functions.

Law 22/2014 sets out disclosure and reporting obligations for AIFMs and the AIFs they manage or market in Spain. The regime covers:

• pre-contractual disclosures to investors;
• ongoing investor reporting; and
• regulatory reporting to the Spanish regulator (CNMV).

These requirements apply to:

• Spanish AIFMs; and
• non-EU/EU AIFMs managing and/or marketing AIFs in Spain.

Broadly, Spain follows AIFMD standards while supplementing them with local rules on format, timing and supervision.

Pre-Contractual Disclosures to Investors

Before any investment, AIFMs must provide a prospectus for each AIF they manage containing the fund’s constitutional documents and, at a minimum, clear information on:

• investment strategy and policy;
• the fund’s and underlying entities’ place of establishment (if fund‑of‑funds);
• eligible assets, techniques and all associated risks;
• investment restrictions; and
• when and how leverage may be used (types, sources, limits, collateral/reuse and maximum leverage).

The prospectus must also explain:

• how the strategy/policy can be changed;
• the key legal terms of the investment relationship (jurisdiction, governing law, and judgment recognition/enforcement);
• the identity and duties of the depositary, auditor and other service providers, and related investor rights;
• how the manager covers professional liability risk;
• any delegation of management or custody (who, what functions, and related conflicts);
• valuation procedures and methodologies (including hard‑to‑value assets);
• liquidity risk management and investor redemption rights in normal and exceptional circumstances;
• all fees, charges and expenses (including maximums);
• fair treatment of investors and any preferential treatment (its nature, who receives it, and any legal/economic ties);
• issuance and sale procedures;
• historical performance (if available);
• the identity of any prime brokers/financing intermediaries;
• the terms of those arrangements (conflict management, depositary permissions for transfer/reuse of assets, and any liability transfers); and
• how and when the ongoing disclosures will be made.

Prospectus updates must be filed with the CNMV.

In addition, prior to investment, investors must be given the latest annual report, the most recent NAV or market price per interest, and any management delegation agreement. Managers must also prepare a PRIIPs Key Information Document (KID) under Regulation (EU) 1286/2014 and file KID updates with the CNMV.

Ongoing Investor Reporting

AIFMs must provide investors with periodic reports, including annual reports for each AIF they manage or market in Spain. The annual report shall comprise the annual financial statements (the financial year shall coincide with the calendar year), the management report, the audit report, any material changes in the information provided to unitholders or shareholders that occurred during the financial year covered by the report, and the remuneration information. In addition, the AIFMs must provide investors with periodic information, at least in the annual report, on:

• the percentage of the AIF’s assets subject to special measures due to illiquidity; and
• the fund’s actual risk profile and the risk management systems used by the manager.

They must also promptly inform investors of any new liquidity management measures, as well as any changes to the maximum leverage limit and rights to reuse collateral. For funds that use leverage, AIFMs must periodically inform investors, at least in the annual report, about changes to the maximum leverage the manager may employ on behalf of the fund, any rights to reuse collateral or guarantees, and the total leverage employed by the fund. These disclosures must comply with Commission Delegated Regulation (EU) No 231/2013.

Regulatory Reporting to the CNMV

AIFMs must provide the CNMV with any information it requests, especially on the main markets and instruments traded on behalf of the AIF they manage, the markets of which they are members or in which they trade actively, and the principal exposures and concentrations of each managed AIF. The frequency, scope, and content of this reporting are set by the Minister of Economy and Competitiveness or, with the Minister’s express authorisation, by the CNMV. All this information enables the CNMV to monitor systemic risk.

For each AIF managed, AIFMs must report:

• the percentage of the entity’s assets subject to special measures due to illiquidity;
• any new liquidity management measures;
• the entity’s effective risk profile and the risk management systems used to manage market, liquidity, counterparty, and other risks (including operational risk);
• the main asset categories in which the entity has invested; and
• the results of stress tests performed under applicable law.

The frequency, scope, and content are set by the relevant minister or, with authorisation, the CNMV.

In addition, they must provide the CNMV with:

• the annual report for each EU investment entity managed and for each investment entity marketed in the EU by the AIFM for each financial year; and
• before the end of each calendar quarter, a detailed list of all investment entities managed by the SGEIC.

AIFMs that manage AIFs that make substantial use of leverage must report the overall level of leverage for each entity, breaking down leverage arising from borrowing cash or securities and leverage embedded in derivatives, and indicating the extent to which the entity’s assets have been reused. This must include the identity of the five largest sources of cash or securities borrowing for each entity and the leverage obtained from each.

See 3.1.4 Disclosure Requirementsfor the disclosure requirements applicable to FILs.

Spanish law recognises three broad categories of investors: professional investors, elective professional investors and retail investors. See 2.3.7 Marketing of Alternative Funds for further detail.

Institutional capital has historically anchored the Spanish AIF market. Domestic insurance companies and pension funds, alongside international funds-of-funds, family offices, and wealth managers, are frequent cornerstone investors. Public sponsors have also been influential in catalysing fundraising, with national and European programmes supporting private equity and venture strategies. In practice, these institutional and quasi-public anchors have provided scale and credibility, particularly for first-time or sector-focused managers.

Retail participation has grown meaningfully, and managers increasingly tailor strategies and distribution to this segment. Appetite spans diversified private equity, private credit, infrastructure, and real assets. Recent reforms lowering the minimum subscription from EUR100,000 to EUR10,000 in certain cases – subject to suitability, diversification caps, and other investor-protection safeguards – have broadened access and deepened demand. Banks’ private banking networks and digital platforms have become important channels for these offerings to retail investors.

In Spain, AIFMs must take the form of a capital company. In practice, this means incorporation as either a public limited company (Sociedad Anónima, SA) or a private limited liability company (Sociedad de Responsabilidad Limitada, SL). Both corporate forms are governed by the Spanish Companies Act. Spanish AIFMs are authorised under one of two regulatory regimes, depending on the types of AIFs they manage. Closed-ended AIFs are managed by SGEICs authorised under Law 22/2014. Open-ended AIFs are managed by SGIICs authorised under the LIIC, which may also manage closed-ended AIFs.

Before commencing activities, Spanish AIFMs must obtain authorisation from and be registered with the CNMV. The process assesses programme of activity, governance, capital, risk, valuation, and delegation frameworks, as well as key function holders’ fitness and propriety. Once authorised, managers are subject to continuing supervision, including reporting, conduct of business standards, and oversight of delegation and outsourcing.

Spain applies a differentiated regime based on the investor’s status and the type of AIF and AIFM. See 2.3.7 Marketing of Alternative Funds for further details.

Spain’s AIFs are primarily governed by two pillars: Law 22/2014 (which regulates closed-ended collective investment entities and their managers) and the LIIC, which regulates open-ended schemes and their managers and is relevant for the broader supervisory architecture of Spain’s collective investment market.

Within Law 22/2014, ECR and ECR-PYMES are subject to mandatory investment ratios that require them to channel a minimum percentage of their computable assets (60%/75%, respectively) into eligible assets consisting of equity and equity-like instruments, as well as certain qualifying loans (notably, participative loans and other debt with equity-type features), issued by operating, non-financial and non-real estate companies, with a carve out for specific fintech business models. Spanish diversification rules for ECR/ECR-PYMES are stringent: generally, no more than 25% of the fund’s computable assets may be invested in a single issuer, and no more than 35% may be invested in entities belonging to the same group. These limits operate alongside the mandatory investment coefficients to shape portfolio construction and concentration in practice.

By contrast, EICC benefit from broad investment freedom and, unlike ECR/ECR-PYMES, are not subject to statutory diversification limits. That flexibility is balanced by distribution constraints: EICC cannot be marketed to retail investors in Spain and are squarely positioned as professional-only products. As a cross-cutting point, Spanish AIFs may opt into EU labels such as EuVECA, EuSEF or ELTIF. If a Spanish AIF elects one of these labels, it must comply with the applicable EU regime in addition to Spanish law, including the specific portfolio composition, eligible asset, leverage and marketing rules embedded in those regulations.

FILs enjoy broad investment latitude, including the use of derivatives, short sales, leverage and exposures to unlisted securities and complex instruments, but are constrained by product‑level rules. While not subject to UCITS‑style diversification ratios, CNMV practice requires adequate diversification, stress‑testing and limits on issuer and counterparty concentration commensurate with the strategy.

Service provider regulation in Spain follows the AIFMD framework as implemented in Law 22/2014 and the CNMV rules, with important local specificities. The depositary or custodian of a Spanish AIF must be an eligible entity and, as a matter of Spanish law and supervisory practice, must be established in Spain or act through an authorised Spanish branch. Eligible categories typically include credit institutions and, subject to the asset scope and safeguarding model, certain investment firms or other entities expressly permitted by Law 22/2014. Depositaries are subject to licensing/registration and ongoing CNMV oversight, including capital, organisational and liability requirements.

Fund administration per se is not a separately licensed activity under Spanish law when it comprises purely administrative back‑office tasks. However, if the AIFM delegates portfolio management or risk management to a third party (local or non‑local), that delegate must be appropriately authorised and the delegation must comply with AIFMD delegation rules, including due diligence, oversight, conflict management and “letter‑box” prohibitions.

External valuers, when appointed, must meet the professional competence, independence and liability standards set in Law 22/2014 and CNMV guidance; where the valuer is non‑local, AIFMD‑equivalent regulation, professional registration and co-operation arrangements are relevant to the CNMV’s assessment.

Statutory auditors of Spanish AIFs must be registered in Spain’s official auditors’ registry (ROAC) or operate under recognised EU frameworks that satisfy Spanish auditing standards and supervision.

Distributors that market AIF interests in Spain must be appropriately authorised (eg, investment firms or credit institutions) and registered with the CNMV; EU distributors may rely on passporting where applicable, subject to host‑state conduct and marketing rules.

Spanish law recognises two Spanish manager types for AIFs:

• SGEIC under Law 22/2014 (for closed-ended AIFs); and
• SGIIC under the LIIC (for opened-ended AIFs although it may also be authorised to manage closed‑ended AIFs).

This dual framework is important for structuring multi‑product platforms and for aligning manager permissions with fund typologies.

EU AIFMs may manage Spanish AIFs under the AIFMD management passport, either cross‑border without a branch or through an EU branch, following the standard home‑to‑host notification process; the CNMV will receive the notification and supervise host‑state aspects (including reporting and compliance with any Spanish product‑level or marketing‑level provisions).

For third‑country (non‑EU) managers, Spain requires prior authorisation to manage Spanish AIFs. In practice, many sponsors either appoint an EU‑authorised AIFM to manage the Spanish AIF or establish a locally authorised manager (SGEIC/SGIIC) to comply with Spanish law and ensure operational alignment with depositary, valuation and reporting requirements.

See 3.3.3 Local Regulatory Requirements for Non-Local Managers in connection with the local regulatory requirements for non-local managers of FILs (ie, open-ended AIFs).

Where no prior CNMV authorisation is required, the process is generally streamlined and can be completed in approximately two to three months from the point at which near-final regulatory documents are prepared. This category includes ECR, ECR-PYMES and EICC that are structured as funds (ie, without legal personality), as well as those organised as corporate vehicles that appoint an external AIFM to manage their assets. In these cases, there is no authorisation phase prior to constitution; instead, the vehicle must be registered with the CNMV before commencing operations. The two-to-three-month timeline typically covers execution of the incorporation document or deed, registry turnaround and CNMV administrative registration, assuming no substantial comments on the filing.

Vehicles requiring prior CNMV authorisation – open-ended AIFs (FIL) and self-managed corporate AIFs should expect a longer timetable of roughly six to nine months. This reflects the authorisation review, iterative rounds of information requests and comments from the CNMV, and the corresponding refinements to constitutional and offering documentation.

The upper end of each range is more likely where the strategy is novel, the structure is complex, there are cross-border features, or the governance and delegation model departs from CNMV market practice. Early alignment with the CNMV on any novel features and ensuring that the AIFM’s authorisation scope matches the proposed strategy can materially reduce review cycles.

Spain follows the EU “pre-marketing” regime introduced under the Cross-Border Distribution of Funds framework and integrated into the AIFMD. In Spain, the applicable domestic rules are found in:

• Law 22/2014, for closed-ended AIFs; and
• the LIIC, for open-ended AIFs.

Under this regime, “pre-marketing” covers activities by an EU AIFM that, without enabling subscriptions, test professional investor interest in an AIF. In Spain, pre-marketing is permitted exclusively to professional investors and must comply with the following rules, with the CNMV as the competent supervisory authority.

• Pre-marketing may only be carried out by EU AIFMs themselves or through certain permitted intermediaries (such as investment firms, credit institutions, AIFMs or UCITS management companies, and their tied agents).
• Materials provided during the pre-marketing phase cannot be sufficient to allow investors to commit to acquiring units or shares of an AIF. No final-form subscription documents may be provided, and no final-form offering documents or constitutional documents may be circulated; any drafts shared must clearly state that they are incomplete, not an offer, and subject to change. Term sheets, presentations and draft documents are generally permissible if they do not permit a subscription.
• AIFMs must notify their home regulator within two weeks of beginning pre-marketing.
• Any subscription by a professional investor within 18 months of the start of pre-marketing in Spain is deemed to be the result of marketing. Reverse solicitation cannot be used to circumvent this rule during that 18‑month period.
• Pre-marketing to retail investors is not in scope; engaging with Spanish retail investors requires full marketing compliance (CNMV registration and retail disclosures).

Spain follows the EU “marketing” regime introduced under the AIFMD and transposed by means of:

• Law 22/2014, for closed-ended AIFs; and
• the LIIC, for open-ended AIFs.

The CNMV is the competent authority for notifications, approvals and ongoing supervision. Where marketing targets retail investors, additional Spanish conduct, advertising and facilities requirements apply.

Spanish law recognises three broad categories of investors in alternative investment funds (AIFs): professional investors, elective professional investors (retail clients who opt to be treated as professionals and meet regulatory criteria), and retail investors. Professional investors typically include financial institutions, insurance companies, pension funds, large corporates, sovereign or public agencies, and certain investment firms. Elective professional investors are individuals or entities that, after an assessment and appropriate disclosures, elect to be treated as professionals due to their experience, knowledge, and financial capacity. Retail investors comprise the remainder of the market and are generally subject to enhanced protection and suitability rules.

As a baseline, Spanish AIFs may be marketed to professional investors as defined under MiFID II. This includes per se professional clients as well as retail clients who validly elect to be treated as professionals under MiFID II’s opt‑in criteria.

Direct marketing of Spanish AIFs to retail investors is generally not permitted. The principal carve‑out allows retail access to the Spanish ECR, including ECR‑PYME, provided the fund is managed by a fully authorised AIFM.

Retail distribution is also possible for EU-labelled AIFs in line with their specific EU regulations (including in those cases where the AIFM is a sub-threshold AIFM). In Spain, this primarily covers EuVECA/FCRE, EuSEF/FESE and ELTIF/FILPE. Any retail offer of these funds must comply with the conditions in the relevant EU framework, together with Spanish conduct‑of‑business and marketing rules.

In Spain, the marketing regime for AIFs mirrors the AIFMD framework, including the EU passport for cross‑border marketing to professional investors and differentiated rules for non‑EU scenarios.

EU AIFs managed by EU AIFMs may be marketed in Spain to professional investors once the AIFM’s home authority notifies the CNMV and transmits a standardised file; the CNMV cannot ask for additional documents beyond the list in the law. The notification must include fund identification, marketing arrangements, constitutive documents, offering documents (where required), latest annual report, depositary details, and investor information. AIFs must also comply with Spain’s rules on marketing and advertising, supervised by the CNMV.

For non‑EU AIFs marketed by EU AIFMs, prior CNMV authorisation and registration are required, subject to co-operation agreements, FATF “non‑cooperative” checks, and tax information exchange – plus filing of fund and marketing documentation and a home‑state authorisation certificate. The CNMV may refuse authorisation on prudential, investor‑protection, or market‑order grounds. For non‑EU AIFMs, a similar prior authorisation, co-operation and equivalence regime applies before marketing to professionals in Spain, with ongoing information and conduct requirements supervised by the CNMV.

Firms that market AIFs in Spain have ongoing obligations to both investors and the CNMV. They must provide investors with an annual report, keep offering documents and the KID/PRIIPs KID up to date, and deliver these materials or make them available in the required language; updates must be sent to the CNMV. See 2.1.4 Disclosure Requirements for further details.

Marketing of AIFs is generally limited to professional investors. Retail access is the exception and is subject to strict safeguards such as appropriateness/suitability checks, enhanced risk disclosures, and investor warnings. Depositary oversight, valuation controls, and leverage monitoring apply as core protections.

There are specific retail restrictions for closed‑ended vehicles. Marketing to retail investors of EICC is not permitted. Likewise, ECR and ECR‑PYMES managed by a firm that is not a fully licensed AIFM cannot be marketed to retail investors.

For cross‑border marketing, EU AIFMs use the AIFMD passport to market to professionals in Spain and must follow Spanish conduct and disclosure rules. Retail marketing requires prior CNMV approval and adherence to Spanish product governance and disclosure standards. Non‑EU AIFMs face tighter entry conditions and are limited to professional investors, subject to CNMV clearance.

See 2.1.4 Disclosure Requirements for reporting obligations towards investors.

The CNMV takes a pragmatic and collaborative approach to supervising the AIF sector. In the authors’ experience, the CNMV is approachable, solutions‑oriented, and open to early engagement on novel structures or questions of interpretation. Interactions are generally constructive, with staff willing to discuss issues to pre‑empt avoidable friction during authorisation or ongoing compliance. While formal processes and documentation remain important, the overall tone is supportive of industry development consistent with investor protection and market integrity.

The CNMV is accessible for both face‑to‑face and telephone meetings, as well as virtual calls when preferred. It is common to arrange preliminary discussions to clarify expectations on filings, disclosures, or organisational requirements for AIFs and AIFMs. These meetings typically focus on practical implementation issues, allowing applicants to refine submissions and reduce iterative queries. The regulator is also receptive to follow‑up conversations where a matter raises technical or policy considerations.

The CNMV’s website is comprehensive and user‑friendly, bringing together core materials relevant to AIFs and AIFMs. Key resources include:

• current regulations and supervisory guidance applicable to AIFs, AIFMs, and service providers;
• public information on authorised AIFs, AIFMs, and other providers (such as depositaries and valuers), which supports due diligence and market benchmarking;
• standardised templates and forms that streamline submissions and ongoing reporting; and
• questions and answers that set out the CNMV’s interpretative positions on the regulatory framework and market principles, helping firms align practices with supervisory expectations.

The CNMV has also set up an electronic platform (CIFRADOC) to facilitate the exchange of documents and information with the AIFMs.

Spain’s retail funds are governed by the Collective Investment Schemes Law (LIIC) and its implementing regulation. The market’s core retail products are financial UCITS set up either as funds without legal personality or as investment companies with variable capital, alongside a smaller real-estate retail fund segment under specific liquidity rules.

Principal Legal Vehicles for Retail Funds

Spanish UCITS take two main forms. A fondo de inversión (FI) is a separate pool of assets without legal personality, owned collectively by investors and managed and represented by a licensed management company with a depositary; investor returns depend on collective performance. A sociedad de inversión de capital variable (SICAV) is a public limited company whose share capital can increase or decrease within statutory limits through the company’s sale or purchase of its own shares at net asset value (NAV). Real-estate collective investment schemes (RE-IIC) are also recognised in fund and company form, investing mainly in urban real estate for lease under tailored liquidity and diversification rules.

Advantages and Disadvantages of Each Structure

• FIs – advantages include operational simplicity (no legal personality but instead its manager (SGIIC) manages and represents the FI), ring-fenced compartments and unit classes, and limited investor liability to contributions. Potential disadvantages are full reliance on the manager and depositary governance framework and mandatory use of a depositary and manager.
• SICAVs – advantages include corporate form, capital variability to provide liquidity at NAV, and optional listing or organised trading to facilitate liquidity. Disadvantages include corporate governance obligations, minimum shareholder thresholds, and the need to keep shares in treasury until placed.
• RE-IIC – advantages are access to property exposure with a regulated liquidity and diversification framework; disadvantages include lower liquidity, with subscriptions/redemptions potentially limited (eg, annually) to match asset liquidity. They can be incorporated as funds or corporations.

In all cases, CNMV authorisation, ongoing disclosure (prospectus/KID and periodic reports), and depositary oversight promote investor protection but add regulatory cost and operational discipline.

Investors’ Interests

In funds, investors hold “participaciones” (units), which are the pro‑rata aliquots of the fund’s assets and may be issued in different classes. In SICAVs, investors hold “acciones” (shares), which may be issued in series and must be fully subscribed and paid up; minimum shareholders generally number 100.

Legal Vehicles for Investment Managers and Advisers

Retail funds are managed by SGIICs, which are Spanish corporations (SA or SL) with the exclusive object to manage investments, risk, administration, and subscription/redemption, acting with the diligence of a prudent manager and able to delegate under regulated conditions. SGIICs are authorised and supervised by the CNMV, must meet organisational, conduct, and audit requirements, and operate with an independent depositary safeguarding assets and monitoring the manager. UCITS management can also be performed on a cross‑border basis by EU management companies under passporting.

Investment advice to retail funds can be provided to the SGIIC or the fund through delegation frameworks, but delegation does not relieve the SGIIC of responsibility; advisory and distribution roles may be performed by licensed investment services firms pursuant to the UCITS/MiFID framework referenced in the law and regulation.

See 2.3.4 Regulatory Approval Process. The same process applicable for FILs (ie, opened-ended AIFs) applies to retail funds.

See 2.1.3 Limited Liability. Investors in retail funds enjoy limited liability when investing in retail funds following the same terms as described in the referenced section.

LIIC imposes specific disclosure and reporting obligations on UCITS – supervised by the CNMV – to ensure investor protection and transparency.

Pre-Contract Information and Key Documents

• Prospectus and KID (PRIIPs) – UCITS must publish a prospectus and a key information document, plus annual and semi-annual reports, so all factors affecting value and risks are publicly known. The CNMV sets standardised models and requires prior registration of the prospectus and KID before marketing. The KID follows Regulation (EU) 1286/2014.
• Delivery to investors before subscription – free prior delivery of the KID and latest semi-annual report, and on request the prospectus and latest annual report, which may be provided on a durable medium or via the fund/manager website and with paper upon request. For online subscriptions, CNMV guidance requires website availability, pre-access before subscribing, and investor acknowledgement systems.

Periodic Reporting

• Annual, semi-annual (and optional quarterly) reports – content includes net assets, units, NAV per unit, portfolio and movements.
• Publication deadlines – periodic reports must be published and delivered to investors within one month after period end. Audited annual accounts are published separately within four months and delivered within one month after preparation.
• CNMV record-keeping and filings – all documents must be sent to the CNMV simultaneously with public release to keep registers updated; the prospectus and KID require prior CNMV registration. The CNMV maintains registers for prospectuses, periodic reports, audits, and KIDs.

Event Driven Disclosures and Material Changes

• Significant events (hechos relevantes) – immediate communication to the CNMV and public dissemination of any event that may materially affect an investor’s decision or the NAV (eg, >20% redemptions), with later inclusion in the next periodic report.
• Prior notice of key modifications – substantial changes (eg, investment policy, fees, manager/depositary changes, and valuation frequency) require prior notice to investors of at least 30 calendar days and an updated prospectus/KID upon effect.
• Language of disclosures – prospectus and reports may be in Spanish, a common financial language, or another CNMV-admitted language. The KID and its updates must be in Spanish or another CNMV-admitted language.

Marketing, Transparency and Website

• Marketing communications – must be consistent with mandatory disclosures; the CNMV’s circular on advertising applies (eg, performance scenarios for forward-looking data).
• Website availability – UCITS must keep electronic copies of cross-border marketing documents on the website indicated to host state authorities; Spanish rules also require up-to-date online versions of the prospectus and KID on the manager/fund website.
• CNMV supervision – the CNMV can require additional periodic information (eg, on investment limits) and set the form, content and timing of submissions.

Spanish law recognises three broad categories of investors:

• professional investors;
• elective professional investors; and
• retail investors.

See 2.3.7 Marketing of Alternative Funds for further detail.

Investor appetite for UCITS in Spain is strong and predominantly shaped by bank-led distribution, a preference for conservative risk profiles, and tax-efficient switching within eligible domestic funds. Demand is cyclical: after years of low rates favouring mixed and global equity funds, 2023–2025 flows pivoted toward fixed income and capital-preserving solutions as yields rose.

Spanish retail investors value liquidity, capital preservation, and simplicity. Fixed income UCITS – especially short-duration, money market, and target-return/guaranteed funds – are popular in the current rate environment. Passive UCITS (including ETFs) are growing from a low base, while sustainability-themed UCITS attract interest where performance and fees are competitive. Funds-of-funds and discretionary portfolio solutions remain common.

See 2.2.2 Legal Structures Used by Fund Managers.

Retail funds can be subscribed to by retail investors as well as by professional and elective professional investors.

Spain’s retail funds are primarily governed by the LIIC and the RIIC, which also regulate managers (SGIIC) and are relevant for the broader supervisory architecture of Spain’s collective investment market. This Spanish legislation is based on the UCITS Directive.

See 2.3.2 Requirements for Non-Local Service Providers.

For UCITS, management by non-local UCITS managers is possible via the cross-border passport under the UCITS Directive which has been transposed in Spain by means of the LIIC. Thus, a UCITS ManCo (management company) authorised in another EU member state may manage a Spanish IIC (including FIs, SICAVs and RE-IICs) via a branch or LPs under the UCITS passport. Spain cannot require an extra authorisation or local domicile, beyond receipt by the CNMV of the home state notification and documentation. Such managers must comply with Spanish conduct rules, information duties, CNMV supervision, and (when acting under LPs) appoint a Spanish tax representative.

Non-EU ManCos wishing to manage UCITS incorporated in Spain will require prior CNMV authorisation and compliance with conditions, including appointment of a Spanish legal representative, effective supervisory co-operation agreements, FATF non‑blacklisting, and adequate tax information exchange with Spain. The CNMV may deny or condition authorisation on prudential/equivalence grounds and protection of investors/market discipline.

UCITS require prior CNMV authorisation and should expect a timetable of roughly three to six months. This reflects the authorisation review, iterative rounds of information requests and comments from the CNMV, and the corresponding refinements to constitutional and offering documentation.

Spain’s “pre‑marketing” regime applies only to AIFs, not to UCITS. Under the LIIC, pre‑marketing is expressly defined and permitted for IICs other than UCITS (ie, FILs) managed under the AIFMD framework.

The marketing in Spain of units/shares of UCITS authorised in another EU member state is “free” once the CNMV receives the home‑state notification with the standard UCITS documentation (notification letter, fund rules/constitutive documents, prospectus, latest annual/semi‑annual reports, KIID/KID, and the UCITS attestation). No additional documentation may be required by the CNMV. UCITS must also comply with Spanish rules outside the UCITS Directive (eg, advertising). Marketing must be conducted through authorised intermediaries and under the conditions of the LIIC and Spanish investment services law. The Spanish CNMV registration number must appear in all documents and advertising disseminated in Spain. The CNMV supervises compliance with this marketing law, may request periodic statistical/supervisory information on the marketing of foreign IICs in Spain, and will set the form and timing of such reporting.

The following entities may market UCITS in Spain (authorised financial intermediaries as defined in the LIIC).

• A Spanish SGIIC may market the IICs it manages and, where applicable, other IICs if it has included the activity in its programme and filed the required prior activity declaration with the CNMV under the RIIC.
• Duly authorised investment firms or credit institutions (which will not act as SGIIC agents). Distribution must observe suitability/appropriateness rules under Spanish securities law for advised or non-advised sales by the intermediaries marketing the UCITS.
• For UCITS managed/marketed by an EU ManCo under a passport, if the ManCo itself markets in Spain without a branch, that activity is subject to the LIIC (UCITS passport marketing), including identification in the notification that the ManCo will also market the UCITS.

UCITS can be marketed to any investor in Spain (regardless of whether the investor is professional, elected professional or retail). The LIIC expressly provides that UCITS from another member state marketed in Spain are subject to the LIIC, without client-type restrictions.

The marketing of UCITS requires either authorisation by the CNMV (granted prior to incorporation) and its subsequent recording at the CNMV’s administrative registry or acquisition of a European marketing passport under the UCITS Directive (if the UCITS has been incorporated in another jurisdiction).

There are annual and semi-annual reporting requirements for managers of retail funds. The reports need to be published. See 3.1.4 Disclosure Requirements for further details.

There is a single information regime for the marketing of Spanish IICs that does not distinguish between professional and retail investors, which reinforces that the rules do not restrict UCITS to professionals. Before subscription, the prospectus, reports, and the PRIIPs-KID must be delivered in accordance with the LIIC.

See 2.3.11 Approach of the Regulator.