Nikita Veremeev
17.12.2025 | 6 min read
Updated: 17.12.2025
Over the past three years at COREDO I have observed the same picture: investors look for a European structure, and after 6–9 months are forced to “rewrite” the fund because they started with an excessively complex or, conversely, too simplistic model. A mistake at the stage of choosing between ZISIF §15 and a classic EU investment fund can easily “cost” 1–2% of the investment fund’s annual ROI solely due to extra administration and compliance expenses, and that is without taking into account the loss of deal speed.
If you manage capital up to EUR 100 million, invest in real estate, venture projects, private equity, and think that “any fund in the EU plus a licensed management company will solve the problem”, you are building excessive regulatory burden into the structure. And if you focus only on simplicity and choose a minimally regulated instrument, ignoring CFC rules, substance and AML requirements, you risk facing questions from tax authorities and banks.
How to determine when it is rational to launch ZISIF §15 in the Czech Republic, and when to go for a full-fledged alternative investment fund of the EU (AIF/UCITS)? How do you account for asset limits, qualified investor status, AIFMD requirements and the specifics of your holding structure?
In this article I will break down the difference between ZISIF §15 and a classic EU investment fund and propose a decision framework that the COREDO team uses in projects for clients from Europe, Asia and the CIS countries. If you read the material to the end, you will have a concrete checklist with which you can make a structured decision and discuss it on equal terms with a professional consultant.
ZISIF § 15 – Alternative Investment Fund of the Czech Republic
In Czech practice ZISIF §15: this is a special regime of a “lightly regulated” alternative investment fund provided for by Act 240/2013 Sb. on investment companies and funds. It is essentially a specialized investment fund for qualified investors that:
- falls within the regulatory perimeter of the Czech National Bank (CNB) through registration,
- but is not subject to ongoing prudential supervision, like classic EU funds under AIFMD.
This structure creates an interesting balance: formally you are an alternative investment fund Czech Republic attracting capital from a limited circle of qualified investors, but your administrative and reporting burden is closer to an advanced SPV than to a licensed fund.
Key characteristics of ZISIF Czech Republic under §15:
- status of an alternative fund without an asset management company license under AIFMD,
- registration in the CNB register (ZISIF regulation by the CNB via a notification regime),
- simplified reporting: not all AIFMD requirements apply, but basic ZISIF compliance standards remain,
- flexible corporate structure of the fund: most often this is a limited liability company or a joint-stock company with an adapted charter.
For many of our clients ZISIF §15 has become a working compromise: on the one hand — a European jurisdiction, fiduciary management at EU standards, asset protection and convenient integration into international holdings; on the other, the absence of “heavy” licensing and requirements for a licensed AIFM.
Minimum ZISIF threshold 125000 EUR
ZISIF §15 is strictly targeted at qualified investors. The minimum ZISIF threshold of 125000 EUR per participant is not just a formal limitation, but a filter that:
- reduces the burden of investor‑protection disclosure (instead of mass retail marketing: targeted work with professional capital),
- allows using more flexible strategies (venture, private equity, real estate, pre‑IPO),
- reduces the risk of regulator claims for unfair selling of complex products to non‑qualified clients.
In practice at COREDO we see two typical scenarios:
- family offices and entrepreneurs who enter with tickets of 250–500 thousand EUR;
- clubs of investors from Asia and the CIS, where each participant contributes from 125000 EUR, but the overall aim is scaling investments up to the ZISIF limit of 100 mln EUR.
Important: qualified investors in the European logic are not only “wealthy private individuals”, but also companies, funds, holding structures that meet quantitative and/or qualitative criteria. At the launch stage we at COREDO necessarily form a matrix of investor statuses to avoid a “miscalculation” by one of the participants, otherwise the entire structure may be reclassified.
ZISIF self‑managed vs asset management company in the EU
One of the key reasons investors choose ZISIF §15 is the possibility of self‑management. Self‑management of ZISIF means that the director or the fund’s collegiate body:
- makes investment decisions,
- is responsible for risk management,
- builds relationships with project management (SPVs, developers, startups),
- provides fiduciary management in the interests of investors without engaging a separate licensed asset management company.
In classic EU investment funds (AIF/UCITS) a licensed AIFM is almost always required: this entails additional fixed costs, capital requirements for the management company, and separate compliance and reporting procedures.
In one recent COREDO case an investor from Southeast Asia compared launching a ZISIF and a fund with an external AIFM in another EU jurisdiction. The difference in annual management and compliance costs was about 180–220k EUR, not counting internal resources. For a 30–40 mln EUR portfolio this directly “eats” 0.5–0.7% of the fund’s annual ROI. In the ZISIF §15 structure such costs can be avoided, while we reinforce the director with fiduciary liability agreements, risk management policies and external AML consulting.
ZISIF limit 100 mln EUR and diversification
ZISIF §15 has an asset limit of ZISIF 100 mln EUR (in certain cases: 500 mln EUR without leverage and with a long lock‑up, but for the decision‑framework it’s more convenient to orient on 100 mln). This is both a limit and a built‑in risk‑management tool:
- up to 100 mln EUR you remain in a “lighter” regime without a full AIFMD license;
- when approaching the limit you have time to plan scaling investments via a separate EU investment fund (AIF/UCITS) or an “overlay” in the form of a management platform.
From the point of view of asset diversification ZISIF §15 allows:
- to combine real estate in funds (income‑generating, development, reconstruction),
- to finance venture projects (seed/Series A) via an SPV structure,
- to use securitization of assets (for example, a pool of receivables) for project risk isolation,
- to maintain a reasonable level of unit liquidity through customizable entry/exit rules for qualified investors.
COREDO practice shows: an optimal ZISIF portfolio within a horizon up to 100 mln EUR is 4–7 meaningful positions with a controlled level of correlation and a clear exit roadmap. With a larger number of assets administrative complexity grows faster than the diversification effect.
EU Investment and Alternative Fund: Features
When we say “EU investment fund”, in most cases we mean two classes of structures:
- UCITS – retail funds with a strictly standardized model,
- AIF – alternative investment fund under AIFMD (including FKI/SICAV as a fund for qualified investors in certain jurisdictions).
These are full-fledged licensed funds where:
- an asset management company is required (or an internal AIFM under certain conditions),
- a set of supervisory requirements applies: reporting, risk‑management, Key Information Documents (KID), liquidity management procedures,
- marketing and passporting across the EU are available (depending on the fund type and investors).
For the investor this is already a “senior level” of alternative funds: higher investor protection, deeper regulatory supervision, broader capital-raising opportunities, but servicing costs and decision-making speed differ from ZISIF §15.
ZISIF vs EU funds: regulatory burden
Put simply, the comparison of ZISIF and EU funds in terms of regulatory burden looks like this:
- ZISIF §15, registration with the CNB, simplified reporting, basic compliance requirements of ZISIF, no licensed management company, but fiduciary duties of the director and an internal risk‑management system are present.
- EU investment fund (AIF/UCITS): full oversight under AIFMD/UCITS: detailed reporting to the regulator, preparation and updating of KID, formalized policies on asset valuation, liquidity, conflicts of interest, a separate AML‑framework at the management company and the depositary.
In one of COREDO’s projects a client compared the administrative burden of ZISIF §15 and a classic EU fund. In compliance resource hours per year the difference exceeded 3.5–4 times. And while for a fund with 500+ mln EUR this is acceptable, with assets of 30–70 mln EUR the fixed burden heavily hits investors’ net yield.
AIFMD requirements and the role of the CNB
AIFMD establishes a framework for all EU alternative funds: rules on risk management, reporting, disclosure, and fund marketing. ZISIF §15 is a “small regime” embedded in Act 240/2013 Sb., allowing one to remain below the threshold of a full AIFMD license.
The role of the Czech National Bank (CNB) is then twofold:
- for ZISIF §15 – registration and supervision of basic compliance (ZISIF compliance, AML‑policies, governance structure),
- for licensed EU investment funds: full regulatory oversight with regular reporting and onsite/offsite inspections.
In COREDO’s projects we always consider whether a ZISIF might “grow” into an AIFMD fund within 3–5 years. If the strategy initially foresees scaling investments above 100 mln EUR, we design a transformation roadmap: from ZISIF to FKI/SICAV or another form of EU private equity fund.
FKI/SICAV EU fund for venture projects
FKI/SICAV in several EU countries: this is a classic fund for qualified investors in the format of an alternative investment fund. It is convenient when:
- you initially plan a portfolio of 100+ mln EUR,
- you want to actively attract institutional investors,
- you target marketing in several EU countries relying on AIFMD passporting,
- you are considering a listing, listing-like mechanisms, or complex asset securitization transactions.
For venture projects and real estate, FKI/SICAV funds provide:
- more formalized investor protection,
- robust risk‑management standards,
- the ability to build complex corporate fund structures (umbrella‑fund, sub‑funds) for different strategies.
But when comparing ZISIF vs FKI/SICAV, the question of scale and horizon always arises. For a portfolio of 30–80 mln EUR ZISIF §15 often wins on the flexibility/cost ratio, whereas at 150–300 mln EUR FKI/SICAV becomes more logical as the base platform.
ZISIF Section 15 vs EU investment fund
Below: a simplified matrix of criteria that the COREDO team uses in initial strategic sessions with clients:
| Comparison criterion | ZISIF §15 | EU investment fund (AIF/UCITS) |
|---|---|---|
| Regulation | Registration with the CNB, without a full AIFMD license | Full supervision under AIFMD/UCITS, mandatory KID and extended controlling |
| Asset limit | Up to 100 mln EUR (working ceiling for the decision-framework) | Practically unlimited, oriented towards large capital pools |
| Minimum contribution | 125,000 EUR for qualified investors | Varies, often higher and adapted to the fund type and jurisdiction |
| Management | Self-management by a director or board | Mandatory asset management company (AIFM) or internal AIFM |
| Administrative burden | Relatively low, simplified reporting | High, a substantial volume of reporting and procedures under AIFMD/UCITS |
| ROI and risks | High flexibility, suitable for venture projects and real estate | More stability and institutional trust, but often a lower net yield |
| Liquidity of units | Flexibly configurable, often a club model | Depends on fund type, but exit procedures are formalized and often slower |
| Securitization and SPV | Possible via an SPV structure, good project risk isolation | Advanced securitization schemes and sub-funds are possible, but with more complex oversight |
Advantages of ZISIF §15: workload and launch
In COREDO’s experience, ZISIF §15 wins on three areas:
- speed of launch (from registration to first closing with ready investors, a matter of weeks),
- administrative burden (fewer ongoing fixed costs for licenses and AIFM),
- flexibility in deal structures (especially when combining real estate, venture and debt instruments).
In one case with a portfolio up to 50 mln EUR the client initially considered an AIF with an external manager in another EU country. After comparative modelling we showed how ZISIF §15 reduces administrative risks compared to EU funds and positively affects ROI: savings on fixed costs of 150–200k EUR per year provided an additional +0.4–0.6% to investor returns without deteriorating the quality of risk control.
Scaling an EU fund above 100 mln EUR
An EU investment fund has its obvious strengths:
- scaling investments beyond the ZISIF limit of 100 mln EUR without changing the “regime”,
- higher predictability in the eyes of large institutional LPs,
- developed marketing and passporting mechanisms across the EU,
- the ability to build a multi-strategy platform within a single umbrella fund.
Therefore the decision “ZISIF or an EU investment fund” for us at COREDO almost always comes down to three questions:
- What volume of assets do you plan over a 3–5 year horizon?
- Which type of investors is key for you: entrepreneurs and family offices or institutional investors?
- Do you need public offerings, listing, or KID-oriented retail marketing?
If you clearly foresee portfolio growth to 150–300 mln EUR, are ready to comply with full AIFMD supervision and target institutional investors, an EU investment fund (AIF/UCITS, FKI/SICAV) is the logical end point. In a number of COREDO projects we combine approaches: we start with ZISIF §15, and after reaching a certain AUM we transform the structure into a licensed fund.
Integration of ZISIF into holdings for EU investors
For investors from Asia and the CIS, ZISIF Czechia often becomes part of a broader holding architecture. Here international tax planning, CFC rules and beneficial ownership issues come to the fore.
Integration of ZISIF into holdings and CFC rules
When the COREDO team designs the integration of ZISIF into holdings, we focus on:
- the jurisdiction of the parent holding (EU/United Kingdom/Singapore/UAE etc.),
- the application of controlled foreign company (CFC) rules in the country of tax residence of the beneficiaries,
- the possibility of using tax benefits of the EU (participation exemption, reliefs on dividends and capital gains under certain conditions).
Integration of ZISIF §15 into international holding structures for tax optimization allows:
- to carefully allocate income across the levels of the structure,
- to use an SPV structure to isolate project risk in individual countries,
- to minimize “cascading” taxation.
In one project an investor from the CIS used an EU holding that owned a ZISIF, which in turn owned a pool of SPVs with real estate and venture investments. The correct setup made it possible to reduce the impact of CFC rules by having active operations at the fund level and substance in Czechia.
Beneficial ownership and substance in ZISIF Czechia
The issue of beneficial ownership today is key not only for tax matters but also for banking checks. For ZISIF §15 it is important to:
- to correctly disclose ultimate beneficial owners (UBO) in Czech registers,
- to ensure actual presence (substance): a director, office address, local compliance framework,
- to build the fund’s corporate structure so that it does not create the appearance of a “transit” company without real management.
COREDO’s practice confirms: the cleaner and more transparent the ownership chain, the easier the KYC/AML check goes when opening accounts, obtaining bank financing, and in transactions to sell the fund’s assets.
AML consulting and Due Diligence for Asian investors
For investors from Asia and the CIS, the speed of launching the structure is often constrained by AML compliance. Banks and regulators pay particular attention to:
- sources of funds,
- background of key beneficiaries,
- the alignment of the investor’s profile with the fund’s declared investment strategy.
The COREDO team usually starts the project with two parallel blocks:
- AML consulting: preliminary risk assessment, preparation of the document package, establishing the logic of the origin of capital,
- Due Diligence legal: review of the target corporate structure, assessment of CFC risks, substance, possible regulatory claims.
This approach reduces the risk that AML compliance will unexpectedly delay the launch of ZISIF §15 for Asian investors by months. You understand the weak points in advance and close them before going to the registration and banking authorities.
Risks and compliance: ZISIF vs EU funds
ZISIF compliance is often perceived as “lighter” and therefore less risky. In reality the risks are simply different: less formal supervision, but more responsibility for the director and advisors.
AML compliance in ZISIF in the Czech Republic and launch speed
ZISIF §15 exempts from some AIFMD regulatory procedures, but AML requirements remain consistently strict. Key points of focus include:
- KYC of all qualified investors,
- verification of sources of funds (especially for high‑risk countries),
- monitoring of the fund’s operations and the underlying SPV.
In COREDO’s experience, a properly built AML compliance shortens the overall fund launch time rather than increasing it. If you include the AML block in the initial structure design, banks and the CNB receive a “transparent picture” at the outset, without follow‑ups and clarifications.
risk management ZISIF §15 with a 100 million EUR limit
Innovative risk management for ZISIF §15 with a 100 million EUR asset limit relies on three pillars:
- asset diversification: sensible allocation by classes (real estate, venture, debt instruments), geographies and project stages,
- securitization of assets through SPVs for project risk isolation (each major asset or portfolio as a separate SPV company),
- digital investment solutions: use of platforms for portfolio monitoring, ESG integration, regular risk reassessment.
In one of our cases a ZISIF §15 with assets of around 40 million EUR in real estate and venture managed to pass the bank’s credit due diligence largely because the fund and SPV corporate structure allowed clear separation of each project’s risks. For the bank this is crucial: project risk isolation makes the deal understandable.
Legal Opinion and Due Diligence for ZISIF §15
The market for secondary ZISIF structures is growing: clients often ask about purchasing a “ready‑made ZISIF §15”. The typical cost of such a shell is around 17000 EUR plus restructuring expenses. Here legal Due Diligence and a Legal Opinion are mandatory.
For such projects the COREDO team checks:
- the fund’s history (whether there were real operations, disputes, claims from regulators or banks),
- proper registration and compliance of the ZISIF with the CNB,
- the fund’s corporate structure and its alignment with the buyer’s objectives,
- the contractual framework with the director, investors, and service providers.
A Legal Opinion resulting from such Due Diligence becomes the basis for the decision: to use a ready‑made ZISIF §15 or to launch a new one. In some cases it is cheaper and safer to create a structure from scratch than to “fix” inherited risks.
ZISIF §15 or an EU investment fund: how to choose?
When an investor comes to COREDO asking “what to choose — ZISIF or an EU investment fund”, we go through five consecutive steps.
- Assess the volume and dynamics of assets. If you see that over a 3–5 year horizon the volume will not exceed 100 mln EUR, ZISIF §15 is almost always optimal for a start. If you plan to scale investments significantly higher: consider an EU investment fund as the target model, and ZISIF as a transitional stage or a separate “pocket” for a specific strategy.
- Conduct legal due diligence and AML consulting. At this stage it’s important to understand how the chosen structure aligns with your personal and corporate tax regimes (CFC rules, beneficial ownership), and how quickly you’ll pass banks’ and regulators’ AML checks.
- Calculate ROI taking the expense structure into account. For venture projects and real estate in funds, ZISIF §15 often provides a better net-ROI due to lower fixed costs for the management company and Licensing. An EU investment fund wins if you work with large institutional investors and their governance requirements outweigh the additional expenses.
- Integrate the fund into the holding structure taking CFC rules and substance into account. It’s important here to consider the tax residency country of the beneficiaries, substance requirements in the Czech Republic and at the holding level, as well as the application of EU tax benefits.
- Prepare the KID (if necessary), register with the ČNB and open accounts. For ZISIF §15 – registration with the ČNB and launching the fund’s corporate structure; for a licensed EU investment fund, obtaining an EU financial license, setting up AIFM and depository operations, preparing Key Information Documents for the target audience.
Below is a simplified matrix I often use in meetings:
| Scenario | Basic recommendation |
|---|---|
| Business scaling <100 mln EUR | ZISIF §15 |
| Investors from Asia/CIS, emphasis on flexibility and speed | ZISIF with thoughtful AML and tax planning |
| Large institutional investors, portfolio 150+ mln EUR | EU investment fund (AIF/UCITS, FKI/SICAV) |
| Focus on venture/real estate in 1–3 countries | ZISIF §15 + SPV structure for risk isolation |
Conclusions and recommendations for investors
Over COREDO’s years working with funds in the Czech Republic and the EU, I’ve developed a simple rule:
- ZISIF §15 – the optimal instrument for qualified investors with capital up to 100 mln EUR who value speed, flexibility, self-management and easy integration into a holding architecture. It is a practical solution for venture projects, real estate, asset securitization and club deals, if you are prepared to ensure well-considered ZISIF compliance and transparent beneficial ownership.
- EU investment fund (AIF/UCITS, including FKI/SICAV) – a logical choice when scaling investments, access to institutional LPs, EU-wide marketing and a long-term strategy are the top priorities, and where the additional AIFMD requirements and higher administrative burden are justified by scale and status.
If you are considering ZISIF §15 or an EU investment fund seriously, my practical advice is simple: start with a detailed Legal Opinion on your situation and model the cost/ROI structure over a horizon of at least 5 years. At COREDO we almost always include in such an analysis an assessment of CFC risks, substance, AML and a scaling scenario. This is the foundation on which you can confidently make a decision, rather than relying on general impressions of the “simplicity” or “prestige” of one form or another.