COREDO – EU Legal & Compliance Services Expert legal consulting, financial licensing (EMI, PSP, CASP under MiCA), and AML/CFT compliance across the European Union. Headquartered in Prague, we provide seamless regulatory solutions in Germany, Poland, Lithuania, and all 27 EU member states.
Alena Mach
17.11.2025 | 6 min read
Updated: 15.10.2026
A founder who raises investors' money chooses between an SPV (Special Purpose Vehicle), a holding company and a regulated fund. In the EU, investment funds operate under the AIFMD (2011/61/EU) and UCITS (2009/65/EC) directives and under national laws, for example the Czech ZISIF. The choice of structure determines not only the tax burden and level of asset protection, but also the possibilities for scaling, attracting investors, risk management and compliance with international standards.
What is an SPV and why is it needed?
An SPV is a legal entity created to implement a specific investment task or to structure a transaction. In the practice of COREDO, SPVs are often used to isolate risks for individual projects, to raise financing secured by specific assets or to create a platform for venture investments.
This structure allows effective risk management: the obligations of an SPV do not extend to the parent company, and assets are protected from creditors' claims related to other lines of business. In international practice, SPVs are used in bond issuance, securitization, real estate management and venture deals.
At the same time, SPVs have limitations: insufficient flexibility in long-term asset management and difficulties in attracting a large number of investors. They also need to strictly comply with AML and KYC requirements in some jurisdictions. A solution developed by COREDO for one European client made it possible to integrate an SPV into a holding structure, providing transparency for regulators and optimizing the tax burden.
AIF and UCITS: the fund types of EU law
Under Art. 4(1)(a) AIFMD, an alternative investment fund (AIF) is a collective investment undertaking that raises capital from a number of investors to invest it under a defined investment policy for their benefit.
The second EU regime is UCITS: funds that require authorisation under Art. 5 of Directive 2009/65/EC. All other such undertakings are AIFs, managed by an AIFM. The fund's form (contract, trust or company) and whether it is open-ended or closed-ended do not matter (Art. 2(2) AIFMD).
Holding companies and securitisation SPVs are excluded from the AIFMD (Art. 2(3)). But an SPV that pools the money of several investors under a set strategy may turn out to be an AIF.
Its manager then needs registration or a licence. Registration is enough if assets do not exceed EUR 100 million including leverage, or EUR 500 million without leverage and without redemption rights for 5 years (Art. 3(2) AIFMD).
The full AIFMD regime means a licensed manager and mandatory infrastructure. A single depositary is appointed for each AIF (Art. 21(1)). The manager is responsible for asset valuation even where it has appointed an external valuer (Art. 19(10)).
ZISIF and other forms of investment funds
ZISIF is not a fund type but the Czech Act No. 240/2013 Sb. on investment companies and investment funds.
The first route under this act is the fund for qualified investors (fond kvalifikovaných investorů, FKI). It may be a unit trust (podílový fond), a trust fund (svěřenský fond), a limited partnership, an s.r.o., a joint-stock company, a European company or a cooperative (§ 101). A self-managed fund needs a ČNB licence (§ 8), and only a qualified investor may acquire an interest in it (§ 272).
The second route is the § 15 regime. Legally it is not a fund but a person without authorisation to manage funds that pools investors' money for joint investment. It is entered in the ČNB list under § 596 and may not exceed the § 16 threshold: EUR 100 million, or EUR 500 million without leverage and redemption for 5 years. Its name must contain "osoba rizikového kapitálu" without the word "fond" (§ 15 odst. 3).
Such a person accepts money from an investor who invests at least EUR 125,000 and has received written information on the risks in advance (§ 15 odst. 4). No more than 20 investors may invest a smaller amount (§ 15 odst. 6). In its warning of 4 March 2026 the ČNB stresses that the list entry is a record, not a licence, and that such investments may not be offered to the public.
The Czech options are covered on the page about financial licences in the Czech Republic.
In Luxembourg, funds for professional investors are the RAIF under the Law of 23 July 2016 and the SIF under the Law of 13 February 2007. In Cyprus they are the AIF and the RAIF under Law 124(I)/2018, supervised by CySEC. In Estonia funds are governed by the Investment Funds Act, and Finantsinspektsioon is the supervisor.
An example from COREDO's practice: the registration of a ZISIF for a venture fund in Estonia allowed a client to combine investments in startups and real estate, as well as to provide a transparent legal structuring of capital for international investors.
SPV or regulated fund: how to choose a structure?
| Parameter | SPV | Fund for professional investors |
|---|---|---|
| Legal status | Legal entity | Legal entity or contractual fund (unit trust, FCP) |
| Investors | Any; an SPV pooling money from a number of investors may become an AIF | Qualified or well-informed |
| Term | Flexibly determined by the founder | Under the fund documents |
| Taxation | Depends on the jurisdiction | Depends on the jurisdiction of the fund and of the investor |
| asset management | Founder or board of directors | AIFM, depositary, asset valuation |
| Risks | Isolation of project risks | Diversification, capital protection, supervision of the manager |
A regulated fund makes sense when the capital of several investors is pooled for the long term under a common strategy.
An SPV, on the other hand, is suitable for one-off transactions, securitization, managing individual assets, or time-limited projects.
Registration and support of an investment fund
The procedure for registering an investment fund varies significantly depending on the jurisdiction. In the Czech Republic a self-managed FKI obtains a ČNB licence, while a § 15 person is only entered in the ČNB list. A Luxembourg SIF is entered on the CSSF list, which is tantamount to authorisation (Art. 43 of the 2007 Law). A RAIF receives no CSSF authorisation: it is inscribed on the list of the RCS trade register within 20 working days (Art. 34).
In Cyprus an AIF is authorised by CySEC, while a RAIF is only entered in the CySEC register on the application of its external manager (s. 138). In Estonia a manager of public funds needs a licence from Finantsinspektsioon, while a small manager of non-public funds registers its activities.
In Asia, based on COREDO's experience, special attention is paid to AML procedures and disclosure of beneficiary information. In Singapore, for example, a register of controllers has been mandatory since 31 March 2017, and since 30 July 2020 this information has been filed with ACRA's central register. Since 16 June 2025 the company verifies the data annually: each year it sends notices to its controllers, and they sign a confirmation.
Therefore, when registering an investment fund it is critically important to ensure the legal structuring of capital taking into account AML, KYC and the international standards of FATF.
A depositary and independent valuation are key elements of a fund's infrastructure. They provide protection of investors' interests, operational transparency and compliance with regulatory requirements.
Solutions implemented by the COREDO team in the Czech Republic and Estonia have shown: the integration of a professional depositary and an independent asset valuer minimizes risks and increases confidence from investors and regulators.
Who manages the fund: AIFM, depositary and asset valuation
An AIFM is a legal person whose regular business is managing one or more AIFs (Art. 4(1)(b) AIFMD). A Luxembourg RAIF is always managed by a licensed external AIFM (Art. 4 of the 2016 Law). The depositary keeps the fund's financial instruments in custody and is liable to the fund and its investors for their loss (Art. 21(12) AIFMD).
risk management in a fund is built on a multi-level control system: internal policies, independent asset valuation, regular audits, and compliance with the fund documents. This approach ensures transparency, reduces the likelihood of conflicts of interest, and protects the interests of all participants.
How do funds for qualified investors work?
The entry threshold for such funds is higher than for retail funds, because they are designed for qualified investors. In a Czech FKI the investor declares in writing that they understand the risks and invests at least EUR 125,000. CZK 1,000,000 is also enough if the manager confirms in writing that the investment matches the investor's situation and experience (§ 272 ZISIF).
The participation of qualified investors makes it possible to implement more complex and profitable strategies.
Luxembourg RAIFs and SIFs take money from well-informed investors: institutional, professional, or those who have confirmed the status and invest at least EUR 100,000. Instead of the amount, an assessment by a bank, an investment firm or a manager is allowed (Art. 2 of both laws).
The liquidity of interests is limited, and their transfer is governed by the fund documents.
In the Czech Republic this is the FKI statute (§ 288 ZISIF), in Luxembourg the FCP management regulations or the articles and the offering document (Art. 13 and 38 of the RAIF Law). EU law does not use the term in the quote below: these documents play its role.
Trust Management Rules (PDU): the fundamental document that defines the rights and obligations of unitholders, the procedure for valuing assets, income distribution, extension and liquidation of the fund.
COREDO's practice shows: well-drafted fund documents allow avoiding most disputes and ensure the fund's stability in the long term.
Taxes and investment protection in a fund
A fund's tax regime is set by the law of the fund's country, and an investor's taxes by the law of the investor's country. Some countries have special tax rules for funds and others do not, so taxes are best calculated with an adviser before choosing a jurisdiction.
Investments are protected by depositary custody of assets, independent valuation and audit.
This approach ensures transparency for regulators, protection of investors' interests and compliance with international AML and KYC standards. Legal protection of investments is achieved through a multi-level control system: a depositary, regular asset valuation and clearly defined fund documents.
Investment risks through a fund are reduced by asset diversification, independent valuation and oversight by the manager and regulators. An example from COREDO's practice: for a fund investing in unlisted securities and startups, an internal compliance system and regular audits were established. This made it possible to attract institutional investors and reduce the cost of borrowed capital.
Key findings and recommendations for investors and entrepreneurs
- An SPV is optimal for one-off transactions, securitization and managing individual assets. If it pools the money of several investors under a common strategy, check whether it has become an AIF.
- The choice of fund structure depends on investment goals, asset composition, liquidity requirements, investor makeup, and jurisdiction.
- Registering an investment fund requires careful legal packaging of capital, compliance with AML and KYC, a manager with a licence or registration, and a depositary.
- To minimize risks, it is important to develop the fund documents, ensure regular asset valuation and operational transparency.
- When choosing a legal partner, pay attention to experience in international projects, knowledge of jurisdictional specifics, and the availability of comprehensive solutions for the registration, licensing, and support of investment funds.
FKI vs RAIF vs SIF: comparison
| Parameter | Czech Republic: FKI | Luxembourg: RAIF | Luxembourg: SIF |
|---|---|---|---|
| Law | ZISIF, Act No. 240/2013 Sb. | Law of 23 July 2016 | Law of 13 February 2007 |
| Admission | ČNB licence for a self-managed fund | No CSSF authorisation, RCS list | CSSF list, tantamount to authorisation |
| Management | The fund itself or an investment company | Only a licensed external AIFM | For an FCP, a Luxembourg management company |
| Investors | Qualified | Well-informed | Well-informed |
| Minimum investment of a private investor | EUR 125,000, or CZK 1,000,000 with an assessment | EUR 100,000 or an assessment | EUR 100,000 or an assessment |
| Minimum fund size | — | EUR 1,250,000 within 24 months | EUR 1,250,000 within 24 months |
Glossary of key terms
- AIF: alternative investment fund, a collective investment undertaking that invests the capital of a number of investors under a defined policy.
- AIFM: a legal person that regularly manages one or more AIFs.
- UCITS: a fund authorised under Directive 2009/65/EC.
- Depositary: an institution that keeps the fund's assets; each AIF has a single one.
- Qualified investor (Czech Republic): an investor listed in § 272 ZISIF.
- Well-informed investor (Luxembourg): an investor allowed to invest in RAIFs and SIFs.
- § 15 ZISIF person: osoba rizikového kapitálu, which pools investors' money without a licence and is entered in the ČNB list.
Frequently Asked Questions
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How to choose the optimal legal structure for an investment fund?
The choice depends on investment objectives, asset composition, liquidity requirements and taxes. For one-off projects an SPV is suitable; for the capital of several investors, a fund: in the Czech Republic an FKI or the § 15 ZISIF regime, in Luxembourg a RAIF or SIF.
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What are the requirements for registering a fund in the EU and Asia?
In the EU you need a manager with a licence or registration, a depositary, fund documents and AML/KYC compliance. In Singapore companies keep a register of controllers and verify its data every year.
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How to ensure legal protection of investments?
Use a multi-level infrastructure: a manager, a depositary, independent asset valuation, audit and transparent fund documents.
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What risks are associated with investments through a fund for qualified investors?
Limited liquidity, the need for strict compliance with regulatory requirements, risks in asset valuation. COREDO's practice shows that a sound structure and compliance minimize these risks.
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What is the minimum entry threshold for a fund for qualified investors?
In a Czech FKI it is EUR 125,000, or CZK 1,000,000 with a written assessment. In Luxembourg RAIFs and SIFs it is EUR 100,000 or an assessment.
If you are planning to launch an investment fund, structure capital or optimize taxation, the COREDO team is ready to offer comprehensive solutions that take into account the specifics of your business and jurisdiction. A reliable legal infrastructure is the foundation of long-term success in the world of investments.