General Information

The requirements for establishing a SICAV are:

1. Number of shareholders no less than 100. 
2. Capital may vary between the minimum and maximum established by the articles of association. The minimum initial capital should be €2,400,000.
3. Restrictions on investments (diversification of assets, liquidity ratio).

SICAVs are required to register with the CNMV and publish the same information to their shareholders and potential investors – by both printed and electronic means – as mutual funds: prospectus (full and simplified); annual report and accounts with management report, quarterly and half-yearly reports; significant events and shareholdings, in the form and within the period established by law; and the daily net asset value.

There are also special rules covering the transfer of securities at net asset value upon request and a procedure for providing liquidity for stocks. The previous version of the Law required SICAVs to list their shares for trading on the stock exchange to be considered SICAVs and to enjoy the particular tax treatment applicable to this type of investment. The new Law no longer requires a stock exchange listing. This is now optional for trading in a SICAV’s shares and alternative procedures are established by the Regulations.

Other legal obligations in force for SICAVs include maintaining a Shareholder Register (as they issue registered shares) and entrusting the Book-Entry Register to a particular entity, as this is the method used by SICAVs for representing shares.

In light of this new situation and given the experience acquired by Spanish stock exchanges and Iberclear in organising trading and settlement mechanisms, Bolsas y Mercados Españoles (BME) drew up the second version of the Regulations and made them available to these companies.

Market Model

Trading in SICAV shares can be carried out in two ways:

1. Fixing Module: an auction system with prices set at midday and 16.00pm, designed to meet the needs of securities with low liquidity and capitalisation. In the Fixing Module, the SGIIC cannot intervene directly in the market, but rather must do so via an intermediary and must input the price and volume.
2. Module for announcing trades at net asset value (NAV): In this case, the SGIIC or the self-managed SICAV if they are BME MTF Equity members, or the market member inputs the order volumes. The price is the NAV of the SICAV at the session close. In other words, in this module the price is not known prior to the trade. The two trading modules will operate side by side in the market.

The settlement and clearing of securities and cash from trades will be carried out via Iberclear in accordance with the same procedures and time periods which are currently followed for listed stocks in (D+2). The register of securities traded on BME MTF Equity will be brought up to date based on instructions sent by Iberclear as a result of the settlement of trades or notification of changes in ownership. Iberclear will also be notified of the entity that has been appointed to keep the shareholder register up to date.