The new regime for retail investors in Law 18/2022, of September 28, on the creation and growth of companies

The new regime for retail investors in Law 18/2022, of September 28, on the creation and growth of companies

Abstract:

The question related to the possibility of investment by retail (non-professional) investors is regulated in Spain for the first time on the occasion of the approval of the third Spanish venture capital law, Law 22/2014, which transposes the so-called AIFMD Directive. It is in Law 22/2014 when the possibility of professional clients investing in this asset is contemplated for the first time, as a general rule, although admitting 2 exceptions to this general principle.

The Law on the Creation and Growth of Companies, Law 18/2022, goes a step further given that one of its objectives is based on facilitating access to financing, for which it introduces a set of reforms that seek to promote and improve collective investment and venture capital in Spain, taking as a model the European regulation on European Long-Term Investment Funds (ELTIFs), which provides for the possibility of investment by retail investors in this type of asset and making the regime more flexible in order to make it easier for non-professional investors to invest in venture capital entities.

It remains to be seen whether these measures will be sufficient to achieve the objectives set and what can be the real impact that these changes may have on the markets and on the true access to this asset by non-professional investors.

Keywords: “Ley Crea y Crece”, Private Equity, Venture Capital, Professional clients, Professional investors, Qualified investors, Non-professional investors, Retail investors, ELTIFs