Venture capital in Spain is channeled through two vehicles under Law 22/2014: the venture capital company (SCR) and the venture capital fund (FCR). The SCR is a public limited company with at least €1.2 million in subscribed capital. The FCR is a pool of assets without legal personality, with at least €1.65 million committed and a mandatory management company. Both must allocate at least 60% of their computable assets to financing, mainly through equity or participating loans, non-financial and non-real estate companies that are not listed on a regulated market.
If you are a founder, you will see what the fund can offer you; if you run a management company, how to choose a vehicle. Data from the BOE and EUR-Lex as of 1 November 2026.
SCR or FCR: legal form, minimums and who manages them
Both are venture capital entities (ECR): closed-ended collective investment vehicles that take temporary stakes in companies. They differ in legal form, minimum legal capital, management and formalities (Law 22/2014, arts. 3 and 9).
| Criterion | SCR | FCR |
|---|---|---|
| Form | Public limited company, with legal personality | Separate pool of assets without legal personality |
| Legal minimum | €1,200,000 of subscribed capital (€900,000 if it is an ECR-SME) | €1,650,000 of committed assets at incorporation |
| Disbursement | 25% at incorporation; the rest within 12 months of its registration with the CNMV | Contributions in cash or in eligible assets, in accordance with the management regulations |
| Management | Self-management, under the regime of a management company, or delegation to an SGEIC, an SGIIC or another authorized entity | Always an SGEIC or an SGIIC |
| What the investor receives | Shares, in registered certificates or book-entry records | Units without nominal value, which the law classifies as transferable securities |
| Incorporation | Public deed, Commercial Registry and CNMV registration; if self-managed, CNMV authorization as well | CNMV registration; a public deed and Commercial Registry filing are optional |
| Corporate Income Tax | Taxpayer, under the regime in art. 50 LIS | Taxpayer even without legal personality (art. 7.1.e LIS), under the same regime |
The SCR is governed by the Capital Companies Act in matters not regulated by the special law. In the FCR, management and representation correspond to its management company, under the management regulations (Law 22/2014, arts. 8, 26, 29 to 31, 35 and 41.2). The management company is a separate step: an SGEIC needs CNMV authorization and minimum capital of €125,000, fully paid up (arts. 45 and 48).
What it means for you. A group of investors without an external management company has its route in the self-managed SCR: 1.2 million in capital, prior CNMV authorization and the regime of a management company (arts. 41.2 and 45.1). If you already have a management company and raise commitments from several investors, the FCR avoids creating a company for each vehicle. The founder is barely affected: they will negotiate with the management company (we look at it from their side in what venture capital is).
The mandatory investment ratio: the 60% that defines the vehicle
An ECR must keep at least 60% of its computable assets in assets related to its main activity. Computable assets comprise net equity, participating loans received and unrealized gains net of taxes (Law 22/2014, arts. 13.3 and 18.1). Within that 60% count:
- shares and equity interests in the capital of eligible companies, and the instruments that grant the right to subscribe for them;
- participating loans whose return depends entirely on profits, so that it is zero if there are none;
- other participating loans, up to 30% of computable assets;
- invoices, loans and trade bills from companies in which it already holds a stake, up to 20%;
- shares or units in other ECRs and in European venture capital funds (arts. 13.3 and 14).
Those other participating loans and commercial financing cannot together exceed 30%. The ratio is measured at the end of each financial year. It may be breached during the first three years after registration with the CNMV and for 24 months after a divestment that breaks it (arts. 13.6 and 17.1).
The rest of the assets are freely available (art. 15). When investing, no ECR may allocate more than 25% of its investable assets to a single company, or more than 35% to a single group, except in its first three years (arts. 16.1 and 17.3). The ECR-SME variant raises the ratio to 75% and requires advising its portfolio companies (arts. 20 and 21).
What it means for you. If a fund offers you a participating loan instead of equity, check how the interest is set. If it depends only on your profits, it counts in the 60% with no separate cap; if it has a fixed tranche or depends on another variable, such as sales, it falls under the 30% cap. Ask before the term sheet.
Which companies can receive venture capital investment
The general rule is non-real-estate, non-financial companies that, when the investment is made, are not listed on a stock exchange's main market or on an equivalent regulated market in the EU or OECD (Law 22/2014, art. 9.1). The law extends that scope in four cases (art. 9.2):
- companies with more than half of their assets in real estate, if at least 85% of that real estate is used for an economic activity;
- non-financial listed companies that are delisted within the following 12 months;
- other ECRs;
- financial institutions whose activity is based mainly on applying technology to new business models.
Non-financial companies on a second stock market or a multilateral trading facility also count, under the conditions of article 13.4. In an ECR-SME, the portfolio company cannot be listed on a regulated market or a multilateral trading facility, and must have fewer than 499 employees and assets of up to 43 million or revenue of up to 50 million (art. 21.3).
The legal form is not a filter: the law refers to shares and equity interests, so an S.L. can receive venture capital (art. 13.3.a). What it cannot do is represent its interests as securities (Capital Companies Act, art. 92.2). If you are going to combine it with an issuance, first check whether an S.L. or an S.A. suits you
The tax treatment that matters: article 50 of the Corporate Income Tax Act
The special regime for ECRs is in article 50 of Law 27/2014:
- Capital gains. The ECR is exempt on 99% of the positive income from transferring “securities representing an interest in share capital or equity” that do not meet the requirements of art. 21, if it transfers between the beginning of the second year of ownership and the fifteenth year, inclusive. Exceptionally, the regulations may extend this to the twentieth year.
- Dividends received by the ECR. It may apply the exemption in art. 21.1 to dividends from the companies it promotes, whatever the percentage and holding period.
- Partners and unitholders. Their dividends and capital gains from the ECR may qualify for the exemption in art. 21 if they are taxed under this tax or as non-residents with a permanent establishment.
- Limits. It does not apply to income obtained through a tax haven. The capital gains exemption also does not apply if the buyer resides in one or is a related party (except another ECR), or if the securities were purchased from a related party (art. 50.5 and 50.6).
If the investee company starts trading on a regulated market, the exemption requires a sale within a maximum of three years from admission (art. 50.1). A drafting nuance: the first paragraph of art. 50.1 refers to securities of “the venture capital entities referred to in Article 3” of Law 22/2014, while the rest refers to the investee company. Confirm with a tax advisor which sales are covered.
What it means for you. If the regime covers the sale of its stake, the 2 to 15 window weighs on the fund's exit timeline. Ask about that timeline when negotiating the shareholders' agreement.
EuVECA and ELTIF: the European labels
EuVECA is the European name for venture capital funds; in Spanish, FCRE. It is managed by a registered or authorized EU manager and must invest at least 70% of its contributions and uncalled committed capital in eligible investments (Regulation (EU) 345/2013, arts. 2 and 3). Eligible companies are unlisted companies with up to 499 employees and SMEs on an SME growth market.
The fund is marketed only to professionals or to investors who commit at least €100,000 and separately sign that they understand the risks (art. 6.1). In Spain, using the name requires registration with the CNMV, and amounts invested in an FCRE count toward an ECR's ratio (Law 22/2014, arts. 14.2 and 39).
The ELTIF (FILPE in Spanish) is the European label for long-term investment, open to retail investors after a suitability assessment. It must invest at least 55% in eligible assets, including FCRE interests (Regulation (EU) 2015/760, arts. 10.1.d, 13.1 and 30.1). We explain this in what an ELTIF is.
Criterion for the manager: EuVECA, for professionals or tickets of €100,000 across several countries; ELTIF, if you need to reach retail investors.
Venture capital or issuing securities: when each option fits
The participating loan appears as a reference: it is a contract, not a security.
| Criterion | Venture capital (SCR or FCR) | Tokenized bonds or debentures | Tokenized shares | Participating loan with digital register |
|---|---|---|---|---|
| What you give up | Capital and voting rights as agreed | A commitment to pay interest and principal | Capital, distributed among more investors | A return linked to your business |
| Dilution | Yes | No | Yes | No, unless you agree to capitalize it |
| Legal form | S.L. or S.A. | S.L. or S.A.; for the S.L., up to twice its own equity without guarantees | S.A. only | S.L. or S.A. |
| Who decides | The management company's investment committee | You set the terms of the issuance | You set the price and terms | Each lender, contract by contract |
| When it fits | Rapid growth without cash to pay interest | Cash to pay coupons and willingness not to dilute | Many investors you want as partners | Few lenders you already know, with no marketing |
An example with figures. A startup S.L. valued at €6M before the round raises €1.5M from an FCR. The fund will hold 20% (€1.5M out of €7.5M). If that FCR has €10M in investable assets, after its first three years it cannot put more than €2.5M into your company (art. 16.1).
With debt, if your S.L. has €900,000 in equity, it can issue up to €1.8M in unsecured bonds (Companies Act, art. 401.2). If you issue €1.5M at an assumed coupon of 8%, you would pay €120,000 per year without giving up equity. If your cash can handle that payment, the issuance preserves your cap table; if not, the fund is the route. To issue, HokenFi is the software with which a company prepares and manages tokenized securities, integrated with the ERIR URSUS-3 Capital, A.V., S.A.
For management companies: tokenizing the units of a vehicle
Law 6/2023 considers the units and shares of ECRs to be financial instruments, including when they are issued or recorded using distributed ledger technology (DLT). It allows transferable securities to be represented with DLT and applies its rules to other financial instruments, with the necessary adaptations (arts. 2.1.c, 2.2, 2.4 and 6.1). Because they are financial instruments, they fall outside MiCA (Regulation (EU) 2023/1114, art. 2.4).
Law 22/2014, by contrast, does not mention DLT: for FCR units, which it classifies as transferable securities, and for SCR shares, it only provides for registered certificates or book entries (arts. 26.4 and 31.4). Reading those articles together with Law 6/2023 supports arguing for DLT representation, but it is an interpretation, not a settled rule: the special law has not been adapted and there is no precedent. As of October 31, 2026, the 23 ERIR issues registered with the CNMV are corporate bonds and shares; none is from an SCR or an FCR.
If you are considering it (more detail in funds and management companies):
- consult with the CNMV before registering the vehicle or amending its rules;
- sets out the form of representation in the management regulations, which govern the issuance and redemption of units (Law 22/2014, art. 33.b);
- prepares the issuance document and appoints as ERIR an entity authorized to hold in custody and administer financial instruments (Law 6/2023, arts. 7, 8.4 and 126.a);
- keep the marketing rules of Article 75 of Law 22/2014.
Common mistakes
- Confusing the minimum capital of the SCR (€1.2M subscribed) with that of its manager (€125,000).
- Agreeing an exit from the fund before the second year without reviewing how it affects its tax treatment.
- Trying to tokenize shares in an S.L.: they are not securities and cannot be registered in an ERIR.
This content is informative and educational. It does not constitute legal, tax or investment advice. Verify the current version of the rules in the official sources before making decisions.
HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.
Frequently asked questions
Can a startup incorporated as an S.L. receive investment from a venture capital fund?
Yes. Law 22/2014 allows venture capital entities to invest in both shares and limited liability company interests, so the limited liability form does not prevent a fund from entering. What the S.L. cannot do is convert its interests into transferable securities or tokenize them; to do that, it would first have to convert into a public limited company.
What minimum capital does a venture capital company need?
The SCR must subscribe at least €1,200,000 of capital, or €900,000 if it is an ECR-Pyme. On incorporation, it is enough to pay up one quarter, and the rest must be paid within twelve months after its registration with the CNMV. That payment can be made in cash, in eligible investment assets, or in assets from its fixed assets.
How long does a new fund have to meet the 60% ratio?
The law grants three years from registration in the CNMV register. If a later divestment causes the percentage to fall, there are 24 months to restore it, provided there was no prior breach. Exceptionally, the CNMV may extend those deadlines when market conditions make it difficult to find projects.
Can a retail investor enter a Spanish FCR?
Yes, subject to conditions. In addition to professional clients, those who commit at least €100,000 and declare in writing that they are aware of the risks may invest. This also applies to anyone following personalized investment advice: if their financial assets do not exceed €500,000, they must invest a minimum of €10,000, which must not exceed 10% of those assets.
What is the difference between an FCR and a EuVECA fund?
The FCR is a Spanish law vehicle and is registered with the CNMV. EuVECA is a designation under the European Regulation 345/2013 that allows the fund to be marketed throughout the Union under common rules: a minimum of 70% in eligible investments and sale to professional investors or from €100,000. A Spanish entity can use it if it complies with the regulation and registers with the CNMV.
