Imagine an ambitious project that needs funding for its development. In addition to traditional bank loans or the entry of a strategic investor, today there are alternative ways to raise capital - mini-funds (Section 15 of the ISIF Act), investment funds such as SICAVs and crowdfunding. Each of these approaches has its specific advantages, disadvantages, legal frameworks and fits different situations. In this article, we look at all three options in detail, compare them according to key factors and add practical examples of successes and failures. The aim is to help entrepreneurs and investors choose the optimal project finance option that meets their needs - while building trust through a clear and expert perspective.
Author of the article: ARROWS (JUDr. Jakub Dohnal, Ph.D., LL.M., office@arws.cz, +420 245 007 740)
A mini-fund (so-called alternative investment fund according to Section 15 of Act No. 240/2013 Coll., on Investment Companies and Investment Funds, abbreviated as ZISIF) is a flexible investment instrument that enables the management of jointly invested funds from multiple investors without direct supervision by the Czech National Bank (CNB).
This form is also sometimes referred to as a "small fund", "quasi-fund", "non-fund" or colloquially "15", and is often used for friends & family investing, where several friends or family investors come together for a joint project. A mini-fund typically does not take the legal form of a fund per se (often a limited liability company or a joint stock company with the addition of "venture capital entity" in the name as required by law), but operates under contractual arrangements between the manager and the investors.
The main advantage of a mini-fund is minimal regulation - there is no need to obtain a lengthy licence from the CNB, only registration with the CNB and compliance with certain reporting requirements. As a result, the costs of setting up and managing a mini-fund are significantly lower than for traditional investment funds. With less regulation comes greater freedom in the choice of investment strategy and less administration.
However, the disadvantages are limited investor outreach and credibility. A mini-fund manager may not make a public offer - it may actively approach a maximum of 20 people, and in addition to these, only so-called qualified investors (risk-savvy investors with a minimum investment of EUR 125 000) may be approached without restriction. Therefore, if there is someone among the investors who does not meet the criteria of a qualified investor, the total number of investors must not exceed 20. The legislator introduced this restriction precisely to ensure that mini-funds are mainly used for the circle of acquaintances - the "friends and family exception " - and that the public offering rules are not circumvented.
All public marketing activities or massive recruitment of small investors are prohibited for mini-funds. The manager has only a few obligations - e.g. to send the CNB an annual statement on the amount of assets under management and an auditor's certificate on the number of investors. In terms of volume, a mini-fund is not completely "mini" - if the above conditions are met, it can manage assets up to EUR 500 million (approx. CZK 12 billion), or EUR 100 million if it uses leverage. This is the ceiling set by the European AIFMD for unlicensed managers.
Minifund is ideal for smaller projects where the founder is confident in his investment strategy and has a circle of trusted investors who are willing to entrust him with money. The advantages are low start-up costs, quick start-up and operation - often it is enough to set up an LLC, draw up contractual documentation with investors and register with the CNB, which can take only a few weeks. The absence of high fees and regulation can also promise a higher return for investors (the manager does not have to pay a custodian, administrator, etc., so more funds are working for a return).
The downside is the trust and limited fundraising. Since the mini-fund is not supervised by the CBN, interested parties must have full confidence in the ability and integrity of the trustee. It is not uncommon for some unregulated investment firms to lure the public with high appreciation even though they were not allowed to offer this to ordinary people, and investors were misled into believing that they were regulated entities supervised by the CNB.
In recent years, several such mini-funds have collapsed or turned out to be fraudulent (e.g. the cases of Diversity Capital, Growing Way, WCA International and J.O. Investment), leading to the harm of many small investors and investigations by the Czech Police. The state has therefore tightened the rules from 2024 - introducing a higher minimum deposit of EUR 125,000 for new investors (except for the 20 "friends"), an obligation to clearly state the status of "venture capital person" in the company name and a ban on the misleading word "fund". On the other hand, it remains good practice for an experienced investor (e.g. a successful trader or real estate specialist) to set up a mini-fund and manage his/her family or friends' money with a sound strategy.
Such a friends & family fund allows more people to be involved in profitable investments that an individual could not make alone, while avoiding complex regulation. It is essential to comply with legal restrictions and communicate to investors that this is a risky investment without regulatory oversight - this is the only way to build trust and avoid misunderstandings.
A SICAV (French abbreviation for Société d'Investissement à Capital Variable, Czech for "investment company with variable capital") is a type of investment fund with the legal form of a public limited company that has variable share capital. It is a popular structure used in the Czech Republic by both qualified investor funds (QIFs) and retail collective investment funds.
For the purpose of financing business projects, a SICAV is usually established as a qualified investor fund, which means that only qualified investors as defined by law can be its shareholders. SICAV funds are regulated by the CNB and fall under the Alternative Investment Fund regime (AIFMD), but with less strict regulation than public funds (e.g. they can invest in a wider range of assets, have looser diversification limits, etc.).
A qualified investor must be an experienced, knowledge-tested investor and invest at least EUR 125 000 (approx. CZK 3 million) - or meet the older condition of EUR 1 million (approx. CZK 3 million ). A minimum of EUR 1.5 million and a declaration of knowledge of the risks. This ensures that only sophisticated and knowledgeable investors who understand the risks enter the fund; in return, CIF regulation is not as detailed as for public funds.
Setting up a fund in the form of a SICAV is more administratively demanding and costly than a mini-fund. The process usually involves the preparation of the fund's statutes and constituent documents, approval by the CNB (or at least notification in the case of some CIFs), and the establishment of functions such as a manager (investment manager), administrator (accounting and reporting) and depositary (bank overseeing the movement of the fund's money and assets).
There are two basic options:
A SICAV fund (CIF) is not open to retail investors from the public; however, unlike a mini-fund, it is not limited to the number of qualified investors. In theory, it can have tens or hundreds of shareholders, but all of them must meet the qualified investor status. There is virtually no ceiling on the total amount of capital that can be raised through a SICAV (apart from limits set by the market and investor interest).
As of the end of 2022, 358 qualified investor funds are registered in the Czech Republic and the volume of assets in them exceeds CZK 351 billion- these figures prove that SICAV funds are an established instrument for financing large-scale projects and investments. A single fund can thus manage units or tens of billions of crowns if it gathers enough investors. Thanks to variable capital, the SICAV can flexibly issue new fund shares as investors or capital increases, and conversely investor redemptions reduce capital - this allows for ongoing fundraising campaigns or even an open fund structure.
An interesting feature of SICAVs is the ability to set up sub-funds - multiple separate portfolios for different projects or strategies can be allocated within a single legal entity (one SICAV). The performance of one sub-fund then does not affect the others and the fund can offer different investment opportunities to different investors under one roof (e.g. one sub-fund focused on real estate, another on start-ups, etc.). This is a significant advantage if the founder has a broader business plan and wants to build an investment platform for multiple projects.
The main advantages of a SICAV/FKI are its credibility and professional management. It is a regulated fund, overseen by the CNB, the custodian and auditors, which gives investors greater certainty.
The tax regime of the investment fund is very favourable in the Czech Republic - if the legal conditions are met, the fund's profit is taxed at a rate of only 5% (compared to 19% for regular companies), and also the returns for individual investors can be tax-free after a certain period of time. SICAVs can thus be an effective form of collective investment of larger amounts of money.
Furthermore, it allows a wider range of movable investors to be reached - unlike a mini-fund, they are not strictly limited in number, and participation in a CIF can be offered publicly (albeit with the restriction that only qualified applicants can join). This means that fundraising can be more active - for example, an investment seminar can be organised or the possibility of investing for wealthy clients can be advertised, which is not possible with a mini-fund. The SICAV also persists as a separate entity from the project's founder - the investor receives the fund's shares, which can be transferred or sold if necessary (some SICAV funds are even listed on the stock exchange for qualified investors).
The disadvantages of SICAVs stem mainly from cost and complexity. Setting up a fund requires time (on the order of months) and financial outlay for lawyers, administrators and fees. The annual operation of the fund involves fixed costs (depositary, financial statements, annual reports to the CNB, etc.), which are more worthwhile for larger amounts of assets - for a small project in the millions of CZK, a SICAV is economically unsuitable.
Another limitation is the narrower circle of potential investors - the minimum investment requirement (usually millions of crowns) means that small investors or fans from the public cannot get involved. For entrepreneurs, this makes sense especially when targeting institutional or accredited investors (e.g. funds, banks, experienced angels) who will invest larger sums. On the other hand, there is less risk of "fragmentation" of investors - a fund usually has a few dozen shareholders, who often do not have direct powers to intervene in the management of a particular project (they rather decide on the choice of the investment company, etc.), so the entrepreneur has more freedom to implement the project than if he had hundreds of small shareholders directly in his company.
Qualified investor funds have become popular in the Czech Republic, especially in the field of real estate projects and private equity. Many developers today finance construction by setting up their own CIF fund, to which they invite several dozen wealthy investors - they get a share of the profits from the project and the developer, through the fund, gets the necessary capital for construction without the need for a conventional loan.
For example, Upvest (a platform in cooperation with Komerční banka) allows qualified investors to enter development projects in the form of investments in funds or loans and has successfully financed a number of apartment buildings.
Transparent funds managed by reputable companies area good practice (some CIFs even regularly publish their results and get rated), which builds investor confidence in the whole sector.
On the other hand, it has beenbad practice in the past when a fund formally met the CIF status but circumvented the rules - e.g. accepting investors without sufficient experience or circumventing the minimum investment limit. However, these excesses are rather exceptional; overall, CIF funds have not yet suffered from the same scandals as mini-funds or the sub-limit corporate bond market.
For qualified investors, SICAV funds represent a popular option to diversify their portfolio into various alternative assets (real estate, start-ups, corporate loans, agricultural land, etc.) through professional management. For entrepreneurs, they are a way to raise hundreds of millions of crowns for larger projects - but at the cost of a certain loss of control (it is necessary to comply with the fund's statutes and supervision, some of the powers are transferred to the manager and depositary) and higher administration.
Crowdfunding is a very different approach to financing, based on the idea of raising the necessary capital from a large number of small supporters from the general public. It is typically conducted online through dedicated crowdfunding platforms. The project (company, start-up, creator) presents its idea on the platform and sets a target amount it needs to raise. Individuals - investors or contributors - can then invest small amounts through the platform in exchange for a share, interest or other reward, or just as a donation.
There are several models of crowdfunding:
Donor and reward crowdfunding is not an investment in terms of financial regulation, so it is not subject to CNB supervision (it is essentially governed by civil law only).
However, from November 2021, investment crowdfunding will fall under the single EU-wide Regulation (EU) 2020/1503 on European providers of corporate crowdfunding. This regulation stipulates that crowdfunding platforms must be licensed by a national regulator (in the Czech Republic, the CNB) and can arrange offers of convertible securities or business loans of up to EUR 5 million per project over a 12-monthperiod.
In other words, a company can raise up to approximately CZK 120 million per year from crowd investors through a licensed platform. Offerings above EUR 5 million no longer fall under crowdfunding regulation - they would either require a securities prospectus under the law (if targeting the public), or only qualified investors need to be approached or another structure used (so here, large projects revert to CIF funds or bonds with a prospectus). Platforms wishing to continue to operate had to obtain permission from the CNB by November 2023. In the Czech Republic, several early players have successfully obtained this licence - for example, Investown, focused on real estate loans, was the first to be licensed by the CNB and, after a challenging year-long process, met all regulatory requirements. Similarly, Fundster received a licence for corporate bond crowdfunding.
Other platforms (e.g. Fingood, Upvest) are in the process or operating under partner licenses. As a result of the new regulation, crowdfunding has gained the hallmark of an officially supervised sector, which increases investor protection (platforms must vet projects, provide key information, limit the promotion of individual offers, etc.), while also allowing cross-border investment - a licensed Czech platform can approach investors and projects abroad and vice versa.
Crowdfunding allows you to reach a very wide range of small investors - basically anyone from the public who is interested and believes in the project. It is not uncommon for tens to hundreds of individuals to participate in a campaign . For example, Investown reports that it has over 80,000 registered investors on the platform who invest small amounts in the loans on offer. A typical investment by one person can range from hundreds of crowns to tens of thousands of crowns. For the company, this means that the necessary amount of money is put together "little by little" from many people.
The maximum amount achievable is limited to the aforementioned EUR 5 million per campaign - some exceptional projects abroad have chosen even these ceilings, but in the Czech Republic most crowdfunding projects are in the lower orders of units to lower tens of millions of CZK. Crowdfunding is therefore more suitable for small and medium-sized projects, start-ups or creative ideas that do not need hundreds of millions of crowns, but units to lower tens of millions of crowns. It is also possible to target repeatedly - successful companies sometimes do another crowdfunding round after a while, or combine crowdfunding with other sources (e.g. bank loans or grants).
The main advantage of crowdfunding is its openness and marketing effect. A company can engage a community of fans or customers - a crowdfunding campaign also gives the project public visibility. A successful campaign can serve as evidence of social demand (many people have put money into it) and thus help in further negotiations, for example with large investors or banks. Crowdfunding reduces dependence on a single investor - capital is diversified from many small contributors, so the founder of a project can often retain more control (e.g. if he sells a small share of a company divided among hundreds of people, none of them individually has a decisive influence).
The speed of raising money is also an advantage: campaigns usually last only a few weeks and money from investors is raised in a relatively short time if the project is attractive.
Disadvantages of crowdfunding include the uncertainty of success and the administration associated with the number of investors. Not every project can attract a crowd - preparing a campaign requires a marketing strategy, creating a compelling presentation and often a video, communicating with potential backers, etc. If the minimum target amount is not raised, the campaign usually ends in failure and the money is returned to the investors, which means a loss of time and possibly even reputation for the applicant. Even if successful, the business then has a large number of small investors to communicate with.
For debt crowdfunding, this means managing many small lenders (paying interest, reporting on the progress of the project). With equity crowdfunding, a company may find itself with dozens or hundreds of shareholders on its ownership structure, which can complicate voting and corporate governance.
The solution tends to be to use a nominee structure (where a platform or special company holds the shares on behalf of all the retail investors), but this requires extra legal arrangements.
Another disadvantage is that crowdfunding is public - the company has to disclose quite a bit of information about its business plan, financial expectations, etc. to competitors and the public, which it would not have to do in a private negotiation with an investor. From the investors' point of view, the downside is high risk and low liquidity: they invest in unregulated securities of small companies that cannot be sold easily and where there is a significant chance that the project will fail. This is also why the regulation imposes certain restrictions (the retail investor must be aware of the risks, for larger amounts above EUR 1 000 it is verified that he understands the possible losses, etc.).
Compared to mini-funds and funds, crowdfunding is the most democratic (available to all) but the least personal - investors usually do not know the entrepreneur personally. Funding is not "smart money" like venture capital; retail investors will typically not advise you or open doors to the market, rather they just quietly hope for appreciation. On the other hand, for certain types of projects - especially B2C products, creative ventures, environmental or community projects - crowdfunding is ideal because it involves future customers directly in the company's story.
There have been a number of successful crowdfunding campaigns in the Czech Republic. For example, a microbrewery or distillery - a project with an authentic story - was able to raise several million CZK from enthusiasts through the platform in exchange for a stake in the company and product rewards. A technology start-up that develops innovative hardware used equity crowdfunding to raise money from hundreds of small investors to produce the first batch of its product; this also gave it ambassadors to promote its product.
Positive experience shows that crowdfunding can also work as marketing - successful campaigns have increased brand awareness and attracted media attention. Some Czech projects have even raised significantly more than they expected, which has allowed them to expand (e.g. the packaging-free economy company MIWA received investment for development through Fundlift and thus gained not only money but also customers as investors).
Unfortunately, there are also negative examples: e.g. there have been companies on platforms that have gone bankrupt or failed to deliver on promises after raising money. An example of this is when an ambitious start-up raised millions from people but never delivered the product to the market - investors lost their money because crowdfunding does not insure their investment. These cases underline the importance of a thorough risk assessment - both for investors and for platforms, which now filter projects more carefully.
Overall, however, crowdfunding is growing in popularity in the Czech Republic, and with the new regulation, big players are also getting into the game (e.g. ČSOB has launched its own platform, Česká spořitelna has provided capital support to Investown, etc.). This shows that group financing is becoming a serious part of the financial market and may complement or replace smaller bond issue projectsin the future.
Team ARROWS
Finally, let us summarise the comparison of mini-funds, SICAV funds and crowdfunding in terms of the most important factors:
The amount of capital to be raised
Mini-funds allow to manage up to hundreds of millions of euros, but in practice they are used more for the lower tens or hundreds of millions (the limitation is rather the number of investors and the willingness of acquaintances to invest so much). SICAV/FKI funds do not have a fixed ceiling - they can raise billions of CZK if they find enough qualified investors; they are therefore suitable for large projects with the potential for high capital needs. Crowdfunding is limited by regulation to about EUR 5 million per project per year, so in practice it is suitable for amounts in the order of units to tens of millions of CZK. Larger sums would require repeated campaigns or a different funding mix.
Openness to investors
Crowdfunding is open to the general public - anyone can invest (within the limits and rules of the platform), so a project can raise funds from thousands of small backers. Mini-funds are more closed - no more than 20 non-professional investors, otherwise only qualified; so realistically you will only reach a small circle of people, typically personal acquaintances. SICAV funds for qualified investors are only open "publicly" to a small group of wealthy investors - they can advertise, but only those with millions of dollars in deposits can participate. For full retail investors, only a public fund would be an option (but that's a different category, requiring permission). So in terms of number of investors, crowdfunding (many small investors) leads the pack, followed by SICAV CIFs (sometimes dozens of investors) and then mini-funds (units to low dozens of investors).
Legal regulation and administrative complexity
Minifund has the lowest regulatory burden - no license, just registration and annual reporting. The administration is therefore relatively simple (depending on the internal agreement with investors). SICAV CIFs have a high regulatory intensity - requiring compliance with the Investment Funds Act, statute, CNB approval or cooperation with a licensed IS, regular CNB reports, depositories, etc. Crowdfunding is relatively simple from a project perspective (the company itself does not need to have a license, the platform does), but the platform will require information and documentation similar to a bank or fund (e.g. business plan, financial statements, key investor information document, etc.).
However, let's not underestimatethe administration after a successful campaign - communicating with many investors, paying out returns etc. can be challenging, although the platform often technically helps to deal with it. Overall, a mini-fund is the easiest to run (but again limited in marketing), crowdfunding is easier in terms of authorisation (you use a ready-made platform) but requires intensive campaign preparation, and a SICAV is the most complex to set up and run, only suitable if the volume of investment justifies it.
Advantages and disadvantages of each approach
In summary - Minifunds excel in flexibility, low cost and speed of set up. They allow for individual access and full founder control, but suffer from a lack of trust with the wider public and limited investor reach (you have to virtually find them yourself within your circle of friends). SICAV/FKI funds offer professionalism, prestige and the potential for large capital, plus the tax advantages of an investment fund. On the other hand, they have high fixed costs, longer startup time, and access only to wealthy investors - for a smaller startup, it would be like going with a cannon on a sparrow. Crowdfunding brings the democratization of finance and marketing buzz, can be great to engage the community and raise smaller amounts quickly. The downside is the limits on volume, the need to disclose details and the fragmentation of shareholders/lenders, which can make it difficult to continue managing the project. Also, success is not guaranteed - you need to engage the public, which not every project can do.
All three routes have been used many times in Czech practice - with varying results. Mini-funds have helped to start a number of smaller investment companies (especially family funds managing the assets of wealthy individuals), but they have also become famous for cases where careless people have lost their savings due to investments in dubious schemes posing as funds.
SICAV funds/FPIs have been behind the financing of many successful development projects, renewable energy projects and company purchases - often with returns to investors in the single to lower tens of percent per annum. They are not well known to the public (they are not freely available), but they are a respected tool in the professional community. Occasionally, there are less successful funds (perhaps with low valuations or poor liquidity for investors), but the regulatory framework has so far prevented outright fraud in this area.
Crowdfunding in the Czech Republic has, for example, financed the creation of many new products and companies (from design products, to food innovations, to technological gadgets). Successful campaigns have demonstrated the power of the community - for example, development projects on the Upvest platform have shown that even the small investment community is happy to get involved in the real estate market, which was previously accessible only to big players. On the other hand, some failures (when a project did not meet investors' expectations) have led to caution - platforms and investors have learned from them and now place more emphasis on verification and transparency.
So how do you choose between a mini-fund, SICAV fund or crowdfunding? It depends on the nature of the project, the target amount, the range of investors and the time and expertise of the entrepreneur.
Here are some tips and considerations for entrepreneurs and investors:
1. Project size and stage:
2. Circle of potential investors:
3. Speed and cost vs. credibility:
So if you have the time, capital and need the confidence of large investors, it is worth investing in setting up a SICAV. However, for pilot funding or to test interest, opt for the easier routes (crowd/minifund), and you can set up the fund later when the project is in its growth phase.
4. Level of investor control and involvement:
Make it clear how much you want to have investors "on board".
Unless you want to deal with hundreds of small co-owners, you better avoid equity crowdfunding and go the qualified investor route. On the other hand, if you appreciate the community aspect and don't mind broader communication, crowdfunding can bring not only money but also valuable feedback from enthusiasts.
5. The role and goal of the investor:
From the perspective of the investors themselves: if you are a smaller investor looking for high value and you also enjoy supporting new ideas, then crowdfunding or participating in a mini-fund can be an interesting way to go (but be aware of the high risk and low liquidity - only invest what you can afford to lose).
If you are a wealthy investor or a family business and want to invest a larger amount, then a qualified investor fund may be more suitable for you - either joining an existing one (choose from dozens of CIF funds on the market depending on your focus) or setting up your own CIF fund alongside an entrepreneur you trust.
Mini-funds can be attractive to investors with higher potential returns (due to low costs) but require a lot of trust in the manager - more suitable if the investor has a personal relationship with the manager.
Crowdfunding is great for first-time investors - you can invest as little as a few thousand crowns and "get a feel" for investing in companies or projects that would otherwise be out of reach. But in a B2B context (e.g. when a company invests in another company), crowdfunding doesn't make as much sense, where funds or direct investments are better.
In conclusion, whichever route you take, we recommend consulting with experts (lawyers, investment advisors) and carefully studying the current legal requirements. Mini-funds, SICAVs and crowdfunding can all be effective financing tools - the key is to choose the right one for your situation and set it up correctly. When used correctly, they can help get a great project off the ground; if the risks or rules are underestimated, they can cause significant problems. So make informed decisions, communicate transparently with investors and build their trust gradually. After all, a strong story, a realistic plan and a fair approach are the basis for success in all forms of financing. Good luck on your journey to raise capital!