Investment approach
When raising investor money needs the CNMV: IIC, EAFI, crowdfunding
Raising money from investors can fall under an IIC, crowdfunding or EAFI advice. A reading of Ley 35/2003, Ley 6/2023 and Ley 18/2022, with six steps to check an operator.
There is no single answer to whether someone raising money for a project needs a CNMV licence: it depends on the structure. A collective investment institution (IIC, institución de inversión colectiva) is, under art. 1 of Ley 35/2003, a structure that raises funds, assets or rights "from the public" in order to manage them and invest them "in assets, rights, securities or other instruments, financial or not", where the investor's return is set by collective results. Below are the rules and the signs of the boundary, based on the consolidated texts as of 13.10.2026. The article does not assess any particular operator's structure and does not replace an abogado's opinion.
What features make a structure a collective investment institution?
The three conditions in art. 1.1 of Ley 35/2003 go together: money is raised from the public, it is managed and invested, and each participant's return depends on the common result. The words "financial or not" mean real estate is not excluded from the text.
Closed-ended structures fall under Ley 22/2014. Its art. 4.1 calls closed-ended collective investment entities (EICC) those that raise capital from several investors through marketing (comercialización) in order to invest it in financial and non-financial assets under a defined policy. The law describes marketing through advertising: under art. 2 of Ley 35/2003 and art. 75.5 of Ley 22/2014, advertising includes phone calls, personal letters and email sent as part of a campaign.
Whether a fund, an ECR (entidad de capital-riesgo, venture capital entity) or an SL with dozens of investors falls into this category is decided by its features, not its name. That is a question for the abogado, answered from the contract and not from the presentation.
When is it crowdfunding, and who supervises it?
A crowdfunding platform connects investors with project owners. Its regime is set by Regulation (EU) 2020/1503 and Ley 5/2015 as amended by Ley 18/2022: the platform applies for CNMV authorisation (art. 47) and is entered in a public register (art. 48). Under art. 125.3 of Ley 6/2023, crowdfunding services are not investment services.
Platforms that intermediate only offers above 5 M€ fall outside the Regulation (preamble of Ley 18/2022). For them, art. 55 of Ley 5/2015 sets up a regime of "non-harmonised" platforms supervised by the CNMV.
A platform's authorisation does not mean its projects are supervised. On 13.10.2026 Urbanitae states on its home page that published projects are not authorised or supervised by the CNMV or the Banco de España and that the invested capital may be lost in whole or in part.
What is an EAFI, and what activity does the law reserve for licence holders?
EAFI is the older, still common abbreviation for an investment advisory firm. In Ley 6/2023 it is the empresa de asesoramiento financiero, EAF (art. 128.1.d), and its national variant, EAFN (art. 128.5.a). Such a firm may provide only investment advice (art. 125.1.g) and ancillary services, and may not hold client money.
The activity is reserved for licensed firms: under art. 129.1, it cannot be carried on professionally without authorisation and entry in the CNMV or Banco de España registers, and only authorised entities may solicit clients for investment services. General recommendations that are not personalised do not count as advice (art. 125.1.g). The list of instruments in art. 2.1 includes securities, units of IIC and of ECR. Real estate as such is not named in it. Whether a stake in a project's SL falls within the list has to be checked separately: Ley 5/2015 in its new wording states expressly that SL shares are not valores negociables (transferable securities), although for crowdfunding purposes they are treated as eligible securities.
Summary: feature, rule, question for the lawyer
| Regime | What the primary source says | Question for the abogado |
|---|---|---|
| IIC | Money raised from the public, return depends on the collective result (art. 1 Ley 35/2003) | Is there a "public" and a common result in our structure? |
| ECR, EICC | Closed-ended structures, authorised manager (Ley 22/2014, arts. 3 and 4) | Is a management company and registration needed? |
| Crowdfunding | Platform authorised by the CNMV, with a register (arts. 47 and 48 Ley 5/2015) | Is this a platform, or the operator of a project? |
| EAFI, EAF, EAFN | Personal recommendations on financial instruments (art. 125.1.g Ley 6/2023) | Are the recommendations about instruments rather than about a property? |
| Chiringuito | Services without authorisation (CNMV guide) | Is the operator in the CNMV registers? |
How do you check the boundary before sending money?
Six steps based on the CNMV guide to chiringuitos (a chiringuito financiero is an unauthorised financial firm; PDF, file metadata: October 2020) and its warnings page:
- Look the operator up in the CNMV register of authorised entities.
- Search the CNMV warnings list. Absence from the list proves nothing: the CNMV itself says the list is not exhaustive and that appearing on it does not mean a formal finding of a breach.
- Find out who made first contact. The guide advises extra caution when an unfamiliar firm offers an investment on its own initiative.
- Gauge the pressure: the guide treats a demand for a quick answer with no time for questions as a risk sign.
- Compare the promise of return with the risks: according to the guide, promises of exceptional returns with no risk are grounds for distrust.
- Ask the operator for a written explanation of its legal status and show it to your abogado.
Worked example, not a forecast and not a legal classification. An operator raises 6 M€ from 12 investors, 500 000 € each. If the offer concerns securities, under art. 1.4 of Regulation (EU) 2017/1129 no prospectus is required for offers to fewer than 150 persons per Member State, not counting qualified investors, or for offers with a minimum investment of 100 000 € per investor (the 2017 Official Journal text; later amendments are checked against the consolidated version). But the prospectus exemption does not answer whether an IIC exists. And if such a placement is made with advertising to the general public, art. 36 of Ley 6/2023 requires the involvement of a firm holding an investment licence.
Who is this guide not for?
Anyone who needs a conclusion on a specific deal: the article describes rules and does not classify any operator's structure, DNPI included. Anyone expecting a list of "permitted" schemes: the laws contain features, not lists. And anyone investing through a foreign vehicle: the law of its jurisdiction applies, and the question goes to a lawyer in both countries.
How to read a whole offer is covered in the articles 15 red flags and questions for the lawyer about the contract. Forms of joint projects are covered in the article on joint property investment.
Questions and answers
Is a CNMV licence needed to raise investor money for a project?
It depends on the structure. Three features decide it: the money is raised from the public, it is managed as common capital, and the return depends on the joint result. If they are present, there may be an IIC or a closed-ended structure under Ley 22/2014, and the question goes to the abogado.
How does an IIC differ from crowdfunding?
An IIC manages common capital and distributes the result among participants. A platform under Regulation 2020/1503 connects investors with projects. The platform goes through CNMV authorisation, and the projects on it are not supervised.
What is an EAFI in plain terms?
A firm allowed to give personal recommendations on financial instruments and nothing else. It may not hold client money. The name is reserved for licence holders.
How can I tell whether a company may be a chiringuito?
The CNMV guide lists signs: an unfamiliar firm makes first contact, pushes urgency, promises high returns and stays silent on risk, and does not ask about your experience. Check it in the CNMV register and warnings list before sending money.
Does a company's absence from the warnings list mean it is authorised?
No. The CNMV itself says the list is not exhaustive. Authorisation is confirmed only by an entry in the CNMV or Banco de España registers.
