Založení SICAV fondu v roce 2025

What is a SICAV and who is it suitable for?

A SICAV fund is generally intended only for so-called qualified investors – i.e., wealthier and experienced investors who must meet statutory conditions (e.g., a minimum investment of approx. EUR 125,000). This ensures that only investors who understand the risks enter the fund; in return, the fund is subject to lighter regulation than public funds (qualified investor funds do not fall under such strict diversification limits, etc.).

A SICAV is not intended for small savers, but unlike a so-called mini-fund (a small fund "for friends and family" where a maximum of 20 investors may invest less than EUR 125,000), it is not limited by the number of shareholders. You can thus reach dozens or hundreds of investors, provided they all meet the criteria of a qualified investor. The total volume of capital that can be raised through a SICAV is not strictly limited – it depends only on investor interest and the attractiveness of your project.

Practical example: In recent years, a number of developers and entrepreneurs have set up their own SICAV fund for qualified investors to finance large-scale projects. Instead of a classic bank loan, they obtain capital from a group of wealthy investors – who share in the project's profits, and the entrepreneur obtains hundreds of millions of Czech korunas for development without having to guarantee all their personal assets. This model is attractive to both parties and has become a proven alternative for financing larger ventures.

Procedure for setting up a SICAV fund

Setting up a SICAV fund requires careful preparation and compliance with a number of legal requirements. The entire process usually takes several months and involves preparing complex documentation, obtaining the consent of the Czech National Bank (CNB), and securing necessary partners, such as a depositary or administrator. Simply put, it is not just about setting up a new company – as a regulated investment fund, a SICAV is subject to CNB supervision and must meet statutory requirements from the very beginning.

The main steps in setting up a SICAV fund include:

1. Designing the fund structure: You decide whether the fund will be self-managed or externally managed. In a self-managed SICAV, the fund manages the investments itself – meaning you need a full license from the CNB and must meet capital requirements (suitable rather for large funds with their own management team). Conversely, an externally managed (non-self-managed) SICAV uses a licensed investment company for management; the fund itself then does not need an individual permit, only registration with the CNB, and can have only a minimum registered capital (even CZK 1); however, the fund capital of a qualified investor fund must reach EUR 1,250,000 within 12 months of its creation (Section 280 of ZISIF). This option is more common in practice because it simplifies and cheapens the fund's launch – there are specialized investment companies that offer the establishment and management of qualified investor funds on a "turnkey" basis.

2. Establishing a joint-stock company (SICAV): Formally, a SICAV is established as a joint-stock company with variable capital. It is necessary to draft the articles of association and the fund's statute – a key document that regulates the investment strategy, shareholder/investor rights, fees, exit conditions, etc. The statute must meet the requirements of the Act on Investment Companies and Investment Funds (ZISIF); for a qualified investor fund, the CNB does not approve it, the fund is merely entered into the register. Lawyers from ARROWS routinely prepare these documents to protect both the fund founders and investors from future disputes or ambiguities. In addition to the statute, it is necessary to prepare, for example, a depositary agreement, an agreement with the administrator, internal risk management guidelines, and anti-money laundering (AML) procedures, etc. – our Prague-based legal team can assist you with all of this as part of our legal services in preparing tailored documentation and internal regulations.

3. Proceedings before the CNB: The most demanding part is obtaining a permit or registration with the Czech National Bank. The CNB reviews the fund's statute, management personnel, capital adequacy, as well as agreements with the depositary and administrator. For a self-managed fund, a full licensing procedure takes place (which can take 6–12 months), while for an externally managed fund, a simplified registration is sufficient (in the order of weeks to a few months). In both cases, however, any error or incompleteness in the application can significantly prolong or derail the process. ARROWS lawyers have extensive experience in setting up funds – they will help you prepare all documents, communicate with the CNB, and ensure you smoothly obtain the necessary permits or register the fund in the relevant list.

4. Fund launch and investor onboarding: After successful registration or licensing, the fund can commence operations. However, the obligations do not end there – a SICAV must continuously comply with all regulatory rules, report regularly to the CNB, prepare annual reports, ensure audits, etc. Before starting operations, it is also necessary to set up marketing materials and contracts with investors to comply with legal requirements (especially to ensure that the offer is addressed only to qualified investors). Here, too, ARROWS can provide legal support – from legal consultations on how to correctly approach investors to drafting the necessary contracts and setting up compliance (conformity with regulatory obligations).

Advantages of a SICAV fund for both investors and entrepreneurs

Choosing the SICAV form brings a number of advantages that make it a popular platform for larger investment projects:

• Credibility and professional supervision: As a regulated fund, a SICAV is subject to CNB supervision and must have a depositary and an auditor, which provides investors with a higher degree of certainty and transparency. Publicly available information and supervision reduce the risk of fraudulent schemes – compared to unregulated mini-funds, qualified investor funds in the Czech Republic do not suffer from scandals and most of them follow the rules professionally. For potential investors, a SICAV thus carries the "stamp" of a reputable investment tool.

• Tax advantages: Investment funds, including SICAVs, enjoy a highly favorable tax regime under Czech legislation – fund profits are taxed at a rate of only 5% (standard companies pay 21%), provided the fund meets statutory conditions. In addition, for individual investors, income from the fund may be exempt from income tax after a specified period. A correctly structured SICAV thus makes it possible to achieve a higher net return for both investors and project founders.

• Flexible fundraising and unlimited number of investors: Unlike small Section 15 funds (mini-funds), a SICAV can publicly approach a wide range of potential investors – although only qualified persons can then invest. This allows for more active investor sourcing, organizing investment seminars, or advertising the offer to wealthy clients, which is not possible with a mini-fund. There is no fixed capital ceiling – if there is interest in your fund, you can gather billions of Czech korunas. Variable capital allows you to continuously increase funds by issuing new shares, so the fund can grow gradually as needed.

• Control over the project and transferability of shares: Although the founder must submit to some extent to the fund's regulations and the depositary's supervision, they still retain considerable freedom in managing the project. Investors usually do not have direct powers to interfere in the project's management – they decide rather on the choice of the management company and fundamental fund matters. For investors, there is the advantage that their share (fund stock) is transferable – they can sell it to another investor.

Disadvantages and risks of a SICAV (what to watch out for)

Every coin has two sides. Along with the advantages of a SICAV, there are also certain disadvantages and risks that you should consider in advance:

• Higher costs and administration: The price for a professional structure is complexity and financial burden. Setting up a SICAV fund takes longer (in the order of months) and requires significant expenses – for legal services, licensed managers, depositaries, and CNB fees. Also, annual operation is not cheap: you have to pay the depositary, ensure an annual audit, prepare reports for the regulator, etc. All this is worthwhile rather for funds managing a larger volume of assets; for a small project in the range of units of millions of CZK, this structure would be economically inefficient.

• Limited circle of investors: Although you can theoretically approach an unlimited number of people, in practice you must settle only for wealthy qualified investors. A minimum investment in the millions of CZK de facto excludes retail investors. Therefore, if your project targets the general public or smaller amounts from fans, a SICAV will not be a suitable tool (here, crowdfunding or a smaller fund would help instead).

• Supervision and loss of partial control: By entering a regulated regime, you take on responsibility for complying with all regulations. You are subject to regular inspections, must keep prescribed records, and communicate with the CNB. The fund founder also hands over part of their powers to a professional manager and depositary, who supervise the asset management.

• Possible sanctions in case of misconduct: If you deviate from the rules (e.g., accept an uninformed investor into the fund, fail to respect the mandatory minimum investment, or neglect reporting obligations), you face fines from the regulator and, in extreme cases, revocation of the license or forced liquidation of the fund. Therefore, it is crucial to have experienced legal advisors at hand who will oversee the fulfillment of all obligations and help you prevent risks.

Final summary

Setting up a SICAV fund is a challenge, but with appropriate professional support, it can become a strategic step towards the success of your business. Lawyers from the ARROWS law firm have extensive experience in legal services in the field of investment funds – they have already helped many clients safely navigate the entire process from the initial intent to obtaining a license and successfully launching the fund.

Therefore, do not hesitate to contact us at consultation@arws.cz for a non-binding consultation. Together, we will discuss your intent, point out potential pitfalls, and propose the optimal procedure and fund structure.