Collective Investment Schemes (CISs)

Ramón y Cajal Abogados offers corporate and regulatory advice to capital investment companies (SICAVs) and other collective investment schemes (IIC's), including their management companies.

We have more than 20 years' experience providing services to large financial groups in matters of collective investment schemes and have held secretaryships in more than 400 SICAVs. We are in constant contact at all levels with the Spanish Securities Market Commission (CNMV), the Spanish Alternative Securities Market (MAB), Iberclear and the Spanish Mercantile Registry, and if necessary, with their representatives.

Our main services include:

Preliminary audit

  • Review of the corporate and regulatory situation of the managed SICAVs.
  • Comparison of the information registered with the CNMV, Mercantile Registry and MAB.
  • Preparation of an audit report.
  • Recommendations: corrections and optimisation.

Documents subject to audit

  • Deeds of incorporation and amendments to the corporate by-laws.
  • Certifications (resolutions adopted by the governing bodies).
  • Significant events and notifications to the CNMV, MAB and IBERCLEAR.
  • Book of minutes.
  • Filing of financial statements.
  • Prospectus filed with the CNMV

Secretaryships of SICAVs

  •  Preparation and approval of financial statements.
  • Calling, announcement and holding of ordinary and extraordinary general shareholders’ meetings.
  • Attendance at meetings held by governing bodies.
  • Drafting, adoption and execution of corporate resolutions.
  • Notifications and registrations with various registries (CNMV, Mercantile Registry, Iberclear, MAB, Data Protection Agency).
  • Updating of the prospectus.

Corporate transactions

  • Incorporation and set-up.
  • Transfers.
  • Delegation of management functions.
  • By-law modifications and corporate transactions: changes in investment policies, increases and decreases in share capital, mergers, transformations, wind-ups, liquidations, distribution of dividends, etc.

Advice on regulatory matters

  • Advice to foreign institutions regarding the distribution of participations in foreign funds in Spain.
  • Services related to setting up unrestricted collective investment schemes: SIL, FIL, funds of hedge funds.

Investment funds

  • Incorporation and set-up.
  • Mergers.
  • Renewal of collateral.
  • Modification of essential elements of the prospectus.

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