How to open a funding round to your customers in Spain

The real problem isn't the money, it's the cap table

Suppose four hundred customers invest a thousand euros each. You have raised four hundred thousand euros, which is a perfectly respectable round. You also have four hundred new shareholders on your cap table.

That is what breaks the deal, and not at the moment of raising but at the next one. A fund looking at your Series A opens your cap table before your income statement. Every later resolution that requires a shareholders' meeting means convening four hundred people. Every corporate transaction, every sale, every capital increase turns into an exercise in coordination. The round that gave you capital has taken away your room for manoeuvre.

The structure: one vehicle, one single line

The standard solution is not to bring investors into your company, but into an intermediate company that groups them all together and that enters your share capital as a single shareholder. Your cap table goes from four hundred lines to one.

The four hundred are still owners, with their economic rights and the position that corresponds to them, but it is the vehicle that holds the relationship with your company. For your next round, for a sale process or for a shareholders' meeting, that difference is everything.

The vehicle is not a trick or an opaque layer: it is a company with its own accounts, its own obligations and someone answering for them. It is explained in detail in what an SPV is and why your next round depends on it.

What Spanish law requires

The reference legislation is Law 6/2023 of 17 March on Securities Markets and Investment Services. Three articles matter here.

• Freedom of issuance (Art. 34). A company may issue securities without prior administrative authorisation. You need no permission to open your share capital.
• Prospectus exemption (Art. 35.2.b). When the total amount of the offer in the European Union is below eight million euros, calculated over a twelve-month period, there is no obligation to publish a prospectus. That is what makes a round of this size viable: the cost of a prospectus would eat the deal.
• Involvement of an authorised entity (Art. 36.1). When an offer relying on that exemption is marketed by means of advertising to the general public, which is exactly what a campaign aimed at your customers does, an entity authorised to provide investment services has to be involved. Its role is twofold: to validate the information given to investors and to supervise the marketing process in general terms. Your company needs no licence, but someone in the deal does.

To that you add Royal Decree 814/2023 of 8 November, which develops the issuance document and its content (Arts. 9 to 11), its deposit with the entity in charge of the book-entry register before the first registration, the first registration of the securities (Art. 14) and the legitimation certificates (Arts. 21 to 23). Where equity securities are involved, the issuance document is executed as a public deed. And Law 10/2010 of 28 April on the prevention of money laundering and terrorist financing, which requires each investor to be identified before their money is accepted.

The article-by-article detail is in what Law 6/2023 allows exactly.

The €90,000 limit is not a legal limit

This is the most repeated confusion in the sector, and it is worth undoing because it leads to the wrong decisions.

The eight million figure in Article 35.2.b is a limit per offer, not per investor. It refers to the total amount of the offer in the European Union, calculated over twelve months. It says nothing about how much each person may put in.

The ninety thousand euro per investor cap that is quoted constantly appears neither in that article, nor in any other provision of Law 6/2023, nor in Royal Decree 814/2023. It is a protective condition that each issuance sets in its own offering document, to avoid excessive concentration and to stop any individual committing a disproportionate share of their wealth. It is a design decision for the deal, not an obligation. It can be a different figure, and in some issuances it is.

The difference matters: if you believe it is the law, you treat it as immovable. If you know you set it yourself, you put it where it makes sense for your round.

Who has to be involved

An issuance aimed at retail customers needs, as a minimum, three roles covered in addition to yours.

None of the three is you, and none of the three requires your company to hold a financial licence. What it does require is that they are there, and that they are coordinated: most delays in an issuance do not come from the law, they come from three firms waiting on each other.

How long it takes and in what order things happen

A well-run issuance takes eight to twelve weeks from the first meeting to opening the offering, provided the brand has its accounts in order. The order matters more than the speed.

1. Weeks 1 and 2. Decisions on structure and terms: target amount, minimum viability threshold, minimum and maximum ticket, time window and what the investor receives.
2. Weeks 3 to 5. Incorporation of the vehicle, corporate resolution approving the issuance and drafting of the issuance document.
3. Weeks 5 to 8. Validation of the information by the authorised entity, execution as a public deed and deposit. This is where time is lost if the document arrives incomplete.
4. Weeks 8 to 10. Setting up the investor identification process, configuring the space where they subscribe and preparing the communication to the customer base.
5. From then on. The offering window is open, normally for four to eight weeks, and closing with the registration of each holding in the register.

It is worth knowing that the campaign does not start the day you open. It starts weeks earlier, by telling your own base: in the documented community rounds, a good share of the amount comes in during the first few days, and that only happens if the community was already waiting.

What you need to have ready

• A real, recurring customer base. Without that there is no community round, there is a cold acquisition campaign.
• The corporate resolution approving the issuance.
• The issuance document, validated by the authorised entity before the offering opens.
• An investor identification process operating from the first euro.
• The terms of the offer decided: target amount, minimum viability threshold, minimum and maximum ticket, and time window.
• A place where your customers can subscribe without leaving your brand.

If you have the first one, the rest is execution. And if you want an estimate of what amount your base supports before moving anything, the method is in how much capital your community can contribute.

Updated 16 Sep 2026. This article is for general information and does not constitute legal or financial advice. The specific terms of each transaction depend on its structure and should be reviewed with professional advice.