You are raising money from investors. Are you already a fund?

Put simply, it is a business activity in which someone raises money from investors to invest it for their benefit under a defined investment policy, where the investors' return or profit depends, even partly, on the value or yield of assets acquired with that money. It may be carried on only with authorisation. The criteria are assessed together and by substance, meaning the underlying economics rather than the documentation.

No. The regulator expressly states that it does not matter whether the arrangement involves a capital contribution, preference or ordinary shares, other securities, a silent partnership agreement or another profit-sharing arrangement — or a combination of these. The assets pooled can also include property or crypto-assets, not just money.

A bond with a fixed or predetermined floating return through which a company finances its own operations or project does not constitute collective investment — the investor is entitled to principal and predetermined interest, and the agreed return is not linked to the success of the project. The investor still bears the issuer’s credit risk and may lose both the return and the principal. If, however, the return may increase, decrease or remain unpaid depending on business results, the position changes. See our answer on bonus returns linked to project success for more detail.

No. Meeting the formal criteria — holding controlling interests or stating an objective in the annual report — is not sufficient. The holding company should determine its subsidiaries' business strategy and implement it through them for their long-term development, be self-managed and not be promoted as an investment opportunity either on formation or when offering shares. The exemption generally fails if the holding company realises its interests in subsidiaries or extracts capital from them to repurchase its own shareholders' shares.

It means the structure must be designed deliberately. The regulator accepts that the long-term development of subsidiaries may be limited in time — for example, holding interests during a normal development cycle, with returns corresponding to ordinary shareholder returns in development projects and no active trading in equity interests beyond a natural exit at the end of the cycle. We can design and document precisely this arrangement.

Not necessarily. Below certain assets-under-management thresholds, a lighter registered manager regime is available, involving registration in the register maintained by the National Bank of Slovakia rather than an application for authorisation. There are two thresholds and meeting either one is enough — one hundred million euros in assets under management, including assets acquired using leverage, or five hundred million for funds that do not use leverage and have no redemption rights exercisable during the five years following the initial investment. The second threshold is suited to closed-ended project and property funds.

No legal form is prescribed — it can be a joint-stock company, another business company or a cooperative — and a registered manager may carry on other business alongside fund management, which a licensed management company cannot. However, it may not manage standard or special funds or foreign alternative funds, and may not use the designation of a management company in its business name. The key restriction concerns the investors to whom it may offer the fund.

Only to professional and qualified investors. Four conditions apply simultaneously to qualified investors — an investment of at least fifty thousand euros, no more than fifty qualified investors in one fund, their share of the fund's net asset value not exceeding thirty per cent, and their share of the total value of all funds managed by the manager also not exceeding thirty per cent. A qualified investor can be an individual who is not a businessperson. These four limits determine whether the model is viable at all, so we calculate them before registration begins.

Less, but not none — and two points often come as a surprise. A registered manager is a product manufacturer under the PRIIPs Regulation and must therefore prepare a key information document; qualified investors are treated as retail investors for this purpose, whether individuals or legal entities. Pre-marketing, meaning testing investor interest before an offer is made, is reserved for licensed management companies — a registered manager cannot use it.

For unauthorised collective investment, the National Bank of Slovakia may impose remedial measures, order the unauthorised activity to cease and impose a fine of up to five million euros or ten per cent of total annual turnover, or up to twice the amount of the benefit obtained. If it identifies facts suggesting a criminal offence, it reports them to the criminal justice authorities.

Yes, and this point is often overlooked. The law prohibits enabling or facilitating another person's unlawful collective investment, whether by promotion or by supporting the activity in another way. Sanctions can also apply to someone who publicly disseminates information or provides financial, personnel or material support, including contacts with potential investors. This therefore also affects intermediaries, advisers and marketing partners.

Yes. The National Bank of Slovakia accepts substantiated enquiries containing a detailed description of the situation and a detailed legal assessment of the activity, and can provide its opinion. We can prepare precisely these materials. For uncertain structures, this is the most reliable way to obtain clarity before raising money.