Qualified Investors’ Funds (FKI) in the Czech Republic

What is a qualified investors' fund (FKI)?

A qualified investors' fund (in Czech fond kvalifikovaných investorů, "FKI") is a collective investment vehicle reserved for professional and high-net-worth investors. Investors pool capital and receive shares or units carrying rights to the fund's returns and assets. Because retail investors are excluded, an FKI carries a lighter product-regulation burden than a public fund and has broad investment flexibility – real estate, private equity, energy, receivables, crypto-assets – subject always to its statute and the applicable regulatory requirements.

The governing statute is ZISIF, which transposes the EU AIFMD. The Czech National Bank publishes the full framework – Czech acts, decrees, ESMA guidelines and Q&As – under Management Companies and Investment Funds.

Who counts as a qualified investor?

Section 272 ZISIF defines two main groups:

1. Professional investors – banks, insurers, investment firms, management companies and other professional clients under capital-markets law. No statutory minimum applies to them.

2. Private investors meeting a monetary threshold. A natural or legal person qualifies after signing a separate written declaration of awareness of the risks, provided their paid-in investment is at least:

• EUR 125,000, or

• CZK 1,000,000, where the fund's manager or administrator confirms in writing – based on information obtained from the investor, similarly to an investment-suitability test – that the investment matches the investor's financial background, objectives and expertise.

There is a further route that is easy to miss. Where the investor is already a unitholder, founder or shareholder in another fund run by the same manager or the same administrator, the thresholds are tested against the aggregate of the paid-in investments across those funds, together with assets managed under § 11(1)(c) ZISIF by that same manager.

Two formal points decide compliance. The declaration must be a stand-alone document, not a clause inside the subscription agreement (§ 272(4)). And the investment must not later fall below the statutory minimum through the investor's own actions (§ 272(5)).

The sanction is severe. On the motion of the ČNB or of anyone with a legitimate interest, a court may dissolve the fund and order its liquidation if the qualified-investor requirement is not met – though the court must first give the fund a reasonable period to remedy the position (§ 272(6)). The restriction does not apply to founder shares or the fund's executive officers (§ 272(2)).

Legal forms of an FKI

How to set up an FKI: two routes

Route A – externally managed fund (the standard). The fund contracts a licensed management company as manager and administrator. The fund needs no ČNB licence of its own – only entry in the ČNB list of investment funds. In our experience the project typically takes 2-5 months from term sheet to first investor money.

Route B – self-managed fund. The fund obtains its own ČNB licence and manages itself: approved executives, substance, internal procedures, and substantially more time. Application requirements and forms are published under licensing and approval proceedings (the detailed forms and the fund-licensing Q&A are available in Czech). On that page the ČNB expressly recommends that applicants for a management company or self-managed fund licence arrange an informal pre-application meeting. Take it up.

The typical project has five steps:

1. Strategy and structure. Investment strategy, target assets, investor base, legal form. Tax analysis belongs here, not at the end.

2. Fund documentation. The statute is the core document: strategy and limits, fees, valuation, entry and exit mechanics, investor rights. Weak statutes are the main source of later disputes and regulatory friction.

3. Contracts with the manager, administrator and depositary.

4. Incorporation and entry in the ČNB list (§ 597 ZISIF).

5. Investor onboarding. Each investor is verified against § 272; declarations and suitability confirmations are archived.

Depositary, capital and ongoing duties

Depositary. As a rule an FKI must have at least one depositary, and a fund whose manager is authorised to exceed the AIFMD threshold may have only one. Limited statutory exceptions apply: an FKI that is a qualifying EuVECA or EuSEF fund need not appoint a depositary at all (§ 83(1) ZISIF). Where a SICAV creates sub-funds, its depositary acts for those sub-funds too.

Capital. Fund capital must reach EUR 1,250,000 within 12 months of the fund's creation (§ 280), or EUR 1,000,000 within the period set by the statute for funds meeting the 90% participations / IP test (§ 281). The obligation does not end there: if the six-month average fund capital falls below the applicable threshold, the manager must promptly take effective remedial measures or wind the fund up, and a court may dissolve the fund on the motion of the ČNB or a person with a legitimate interest (§ 282 ZISIF). This rolling test is what catches funds after a large redemption.

Other duties. Audited annual accounts, regular ČNB reporting, AML procedures. SFDR disclosures apply to in-scope managers and financial products, with additional requirements where the fund promotes environmental or social characteristics or has a sustainable-investment objective.

Taxation in 2026: the real reason FKIs exist

Fund level. The standard Czech corporate income tax rate is 21%. A fund qualifying as a basic investment fund (§ 17b of Act No. 586/1992 Coll.) pays 5% (§ 21(2) ITA). There are three routes:

• a unit trust qualifies automatically, whatever it invests in;

• a corporate fund or sub-fund qualifies if, under its statute, it invests more than 90% of its assets in investment securities, securities issued by investment funds, participations in capital companies, money-market instruments, financial derivatives, bank-account receivables, or loans granted by the fund;

• a fund whose shares are admitted to trading on a European regulated market qualifies, subject to a 10% cap on corporate shareholders and a no-trade-licence condition.

This is where real-estate funds are won or lost. A SICAV or other corporate fund holding buildings directly will generally fail the 90% asset test, because direct real estate is not a qualifying asset under § 17b(1)(c) – and unless it qualifies through another statutory route, it pays 21%. Holding the same real estate through participations in SPV companies can bring it to 5%, provided the structure is genuine and consistent with the statute; artificial arrangements risk challenge as abuse of law. A unit trust holding buildings directly still pays 5%, because it qualifies automatically. Where the fund meets the definition for only part of the year, 5% applies pro rata to that part (§ 21(6) ITA).

Investor level – individuals. Profit distributions are generally subject to Czech withholding tax, typically 15%. On exit, investment shares and unit certificates are securities, so an individual's capital gain is exempt once the holding period exceeds three years (§ 4(1)(u) ITA), subject to the statutory exceptions – notably where the security was held in business assets. The CZK 40 million annual cap introduced in 2025 was repealed with effect from 1 January 2026 and survives only for crypto-assets (Czech Financial Administration). For founders and family offices this restores the clean model: build value inside a 5% vehicle, exit after three years with no annual monetary cap on the exemption.

Investor level – companies. The treatment depends on the type of return and the investor's residence.

• Profit distributions are generally subject to Czech withholding tax, typically at 15%, unless a domestic exemption or an applicable double-tax treaty provides otherwise.

• Capital gains realised by a Czech corporate investor generally enter its corporate income tax base at 21%, unless an exemption applies.

• The parent–subsidiary exemption (§ 19 ITA) is not excluded merely because the fund is taxed at 5%. The statutory carve-out in § 19(11) targets entities that are exempt, may elect exemption, or are taxed at 0% – not the 5% rate. What must be tested instead is the 10% shareholding held for at least 12 months, the legal form, the share class, and – for a SICAV creating sub-funds – the fact that § 19(12) requires the conditions to be assessed separately for the company and for each sub-fund. A unit trust has no share capital and so cannot be a subsidiary at all.

Before you spend money on fund documentation, find out whether your intended strategy actually reaches the 5% regime. Write to consultation@arws.cz – a structure and tax review is the first thing we do on every fund mandate.

AIFMD II: what applies, and what is still only proposed

What AIFMD II requires at EU level. Directive (EU) 2024/927 introduces a comprehensive regime for loan-originating AIFs (with some rules biting on any AIF involved in lending, not only credit-strategy funds), requires managers of open-ended AIFs to select at least two liquidity-management tools, and tightens the rules on delegation, supervisory reporting and depositary services.

Status of Czech transposition. The transposition deadline was 16 April 2026 and the Czech Republic has not met it. The implementing amendment to ZISIF prepared by the Ministry of Finance is still in the legislative process.

What the Czech bill proposes beyond the directive. Reduced reporting for § 15 vehicles, notification instead of prior approval of executives, and abolition of the minimum capital requirement for investment funds. These are national proposals, not AIFMD II requirements, and none of them is law today – §§ 280 and 281 ZISIF still apply in full. Treat them as planning assumptions, not as the current position.

If you are structuring a fund now, the statute and manager contracts should already anticipate the directive. We cover the detail in our article on the ZISIF amendment and AIFMD II.

FKI vs. a § 15 ZISIF vehicle: don't build a fund you don't need

For smaller clubs of investors a full FKI can be overkill. Czech law offers a lighter option: a company registered with the ČNB under § 15 ZISIF, statutorily designated in Czech as an osoba rizikového kapitálu. The literal translation "venture capital person" is misleading – such a vehicle need not invest in venture capital at all.

The ČNB has publicly warned that some § 15 managers lean on their ČNB registration to imply supervision they do not have; registration is not a business licence and does not permit public fundraising (ČNB public notice, in Czech). Investors should read it before signing. Founders should understand that this reputational ceiling is part of the price of the cheaper route, alongside the loss of the 5% regime.

The most common risks – and how we handle them

Who an FKI is (and is not) suitable for

An FKI makes sense for groups of entrepreneurs pooling capital under professional management, family offices consolidating real estate or company portfolios, foreign investors seeking regulated exposure to Czech assets, and institutions allocating part of a portfolio. With founder shares exempt from the § 272 minimum, it is also a workable succession and family-governance tool.

It is the wrong tool for individuals investing smaller amounts, for investors who need instant liquidity, and for anyone unwilling to carry audit, depositary and reporting costs. In those cases a holding structure, a trust fund, or the § 15 vehicle is usually the better fit.

Frequently asked questions

What is the minimum investment in an FKI?

EUR 125,000, or CZK 1,000,000 with a written suitability confirmation from the fund's manager or administrator (§ 272 ZISIF). Professional investors have no statutory minimum. Where you already invest in other funds run by the same manager or administrator, those investments are aggregated for the threshold. Funds may set higher minimums in their statutes.

What tax rate does an FKI pay?

5% if it qualifies as a basic investment fund under § 17b of the Income Tax Act – a unit trust automatically, a corporate fund typically via the 90% asset test or via admission to a regulated market. Otherwise 21%.

Does a real-estate FKI pay 5% or 21%?

It depends on the legal form. A SICAV holding buildings directly will generally fail the 90% test and pay 21%, unless it qualifies through another route; holding the properties through SPV participations can bring it to 5%. A unit trust holding the same buildings directly qualifies automatically and pays 5%.

How are investors taxed on exit in 2026?

An individual selling investment shares or unit certificates held for more than three years is exempt, and since 1 January 2026 no annual monetary cap applies to that exemption for securities – the cap remains only for crypto-assets. Statutory exceptions still apply, notably for securities held in business assets. Distributions during the holding period are generally subject to 15% withholding tax.

Does every FKI need a depositary?

As a rule yes, at least one; a fund managed by an above-threshold manager may have only one. Qualifying EuVECA and EuSEF funds are exempt from the requirement (§ 83 ZISIF).

Can I contribute real estate or a company stake instead of cash?

Usually yes. An FKI that is a legal person other than a limited partnership on investment certificates may accept contributions in kind capable of monetary valuation, subject to reliable valuation (ČNB opinion RS2023-04). Check that the opinion has not been superseded before relying on it.

Can an FKI have a single investor?

An FKI is generally established for more than one qualified investor. Czech law nevertheless permits certain single-investor structures – for example where the sole investor is the state, an international financial organisation, a pension company acting for a fund it manages, or a qualified investor investing for the benefit of other qualified investors under contract (§ 95(2) ZISIF). If an ordinary multi-investor fund is reduced to one investor, the manager should assess the position promptly and, where appropriate, discuss remediation with the ČNB.

Do we need a ČNB licence ourselves?

Not on the standard route: an externally managed FKI relies on the licence of its management company and only needs entry in the ČNB list. Your own licence is required only for a self-managed fund.

Summary

A qualified investors' fund is the most powerful vehicle Czech law offers for pooled private capital: broad strategic flexibility, a 5% tax regime for qualifying funds, and – since 2026 – no annual cap on the holding-period exemption for individual investors. The price is discipline: correctly classified investors, capital maintained above the threshold on a rolling basis, a statute that matches how the fund actually invests, clean ČNB reporting, and a plan for AIFMD II.

The expensive mistakes we see in practice – dissolved funds, 21% tax bills budgeted at 5%, investor disputes over exits – were nearly all avoidable at the drafting stage. If you are considering an FKI, joining one, or fixing an existing fund, write to consultation@arws.cz or call +420 245 007 740.

Sources and further reading (CZ and ENG)