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Alena Mach
22.11.2025 | 6 min read
Updated: 15.10.2026
ZISIF §15 is not a fund but a special status of a legal person under § 15 of Act No. 240/2013 Sb. (ZISIF). Such a person is not authorised to manage investment funds, but it manages assets collected from investors for joint investment under a defined strategy. To do so, it is entered in the list of the Czech National Bank (ČNB) under § 596 písm. e). The term "investment funds" does not apply to it.
For an international founder, this is a way to pool the capital of a narrow circle of investors in a Czech company without a manager's licence. The rules on the name, the minimum investment and the auditor's report were introduced by Act No. 163/2024 Sb., which took effect on 1 July 2024. Entry in the list is not a licence, and the ČNB does not supervise such persons.
Implemented projects show: ZISIF §15 is becoming the optimal tool for structuring international investments, especially in cases where a balance is required between asset protection, tax optimization, and compliance with European transparency standards.
Corporate Structure and Asset Management
The key to working under § 15 ZISIF is a properly structured corporate structure. The regime concerns a legal person with its registered office in the Czech Republic (§ 15 odst. 2). In practice, founders choose an s.r.o. for family capital or a joint-stock company (a.s.) for projects with many participants. The SICAV form is closed: under § 154 odst. 2, only an investment fund may use it.
The name contains the phrase "osoba rizikového kapitálu" and does not contain the word "fond", its translations or derivatives (§ 15 odst. 3). Asset management follows a strategy defined in advance. The strategy describes what the assets are invested in: for example, financial instruments, real estate or shares in companies. On its website and in contracts, the person states that it is not subject to ČNB supervision (§ 637 ZISIF).
Important aspect - reporting. Annual reports are filed with the ČNB through the SDAT system by 31 January. If there are more than 20 investors, an auditor's report on compliance with the investor limit is also filed (§ 15 odst. 6). The deadline is the end of the sixth month after the year ends.
Structuring international investments through ZISIF §15
The main rule concerns investors. Each invests at least EUR 125,000 (§ 15 odst. 4 písm. b)), and in the ČNB's view money actually paid in counts, not a commitment. The person must also reasonably believe that the investment suits the investor's situation and objectives. No more than 20 investors may invest less (§ 15 odst. 6).
Before the contract, the investor receives written information (§ 15 odst. 4 písm. a)). It covers the risk, the absence of a guarantee and the possibility of losing everything, fees, horizon, strategy and the absence of ČNB supervision. A PRIIPs document under Regulation (EU) No 1286/2014 may replace the first five points (§ 15 odst. 5), but not the supervision warning.
Raising capital publicly is not allowed. In its warning of 4 March 2026, the ČNB states that offering such investments to the public is always unlawful. In the ČNB's view, an offer may be addressed to no more than 20 persons and, beyond that, to investors who invest at least EUR 125,000.
ZISIF §15 for family offices and investors
ZISIF §15 suits family offices, club deals and venture projects with a narrow circle of investors who know each other. One detail matters for a family: if all investors take a substantial part in day-to-day decisions, the ČNB does not treat this as joint management under ZISIF. If the project grows into a regulated investment fund, a ČNB licence will be needed.
Using ZISIF §15 to manage legacy and diversify assets not only reduces the tax burden but also ensures continuity in investment management. The fund can invest in real estate, venture projects, infrastructure, digital and biotech assets, which is especially important for families with a global presence.
For institutional investors and corporations, the size limit matters (§ 16 odst. 1). The assets managed by one person may not exceed EUR 100,000,000. The limit rises to EUR 500,000,000 if there is no leverage and no pay-out to investors earlier than after 5 years. In the ČNB's view, this rule follows Art. 3(2)–(5) of the AIFMD.
Legal and compliance risks when using ZISIF
The main risk is leaving the limits of the regime. If the assets exceed the § 16 limit, the person applies to the ČNB for a licence within 30 days or returns below the limit (§ 17 odst. 1). Otherwise, a court dissolves the company on a petition of the ČNB or an interested party (§ 17 odst. 5).
The ČNB may delete a person from the list for a serious or repeated breach, including of the rules on the name, investors and the auditor's report (§ 15a odst. 2). Re-entry is possible no earlier than after 10 years. According to the ČNB warning, an intermediary who makes such investments available to the public faces a fine of up to CZK 150 million. That is why risk management starts with controlling who offers the investment and to whom.
For persons entered in the list before 1 July 2024, Act No. 163/2024 Sb. gave 6 months to change the name. It postponed the requirements on EUR 125,000, the limit of 20 investors and the auditor's report for them by 24 months. In the ČNB's view, this period ended on 1 July 2026.
Practical steps for creating and managing ZISIF §15
Define the strategy, the investor circle and the expected volume of assets, and check them against the § 16 limit.
Register an s.r.o. or a.s. in the Czech Republic with the name "… osoba rizikového kapitálu", and prepare the articles, contracts and written information for investors.
Apply to the ČNB before management starts. The ČNB makes the entry within 5 working days and does not check the information (§ 503).
Accept investors only individually, with written information, a suitability assessment and a contribution of at least EUR 125,000, except for the 20 exceptions.
File annual reports and, with more than 20 investors, the auditor's report; notify the ČNB of changes and monitor the volume of assets.
Main findings and recommendations
The use of ZISIF §15 for international investments is a way to pool the capital of a narrow circle of investors in a Czech company without a ČNB licence. In return, the law sets strict limits: a name with "osoba rizikového kapitálu", a minimum of EUR 125,000 and no more than 20 investors with a smaller amount. Public offering is banned, and the § 16 limit applies.
Entrepreneurs and investors from Europe, Asia and the CIS should treat § 15 ZISIF as a first step. When the structure outgrows the regime, the next step is a fund for qualified investors (FKI) with a ČNB licence. § 15 contains no tax rules: a company with its seat in the Czech Republic is a Czech tax resident under the Czech Income Tax Act. The founder's and investors' taxes, including CFC rules, also depend on the law of their countries. COREDO supports registration under § 15 ZISIF from analysing the model to the ČNB application.
Comparative table: ZISIF §15 and FKI
| Parameter | Person under § 15 ZISIF | Fund for qualified investors (FKI) |
|---|---|---|
| Admission | Entry in the ČNB list (§ 596 písm. e)) | ČNB licence (§ 479 or § 480) |
| Form | No "fond" in the name; SICAV not available | Forms under § 101, including SICAV (§ 154) |
| Investors | From EUR 125,000; up to 20 with a smaller amount | From EUR 125,000, or CZK 1,000,000 with written confirmation (§ 272) |
| Volume of assets | Up to EUR 100,000,000 or EUR 500,000,000 (§ 16) | Above the § 16 limit with the relevant licence |