On 11 February, Capital & Corporate and Iberian Property joined forces to launch the first edition of Spanish Real Estate Vehicles & Financing, hosted at Fundación PONS in Madrid. Designed as an invitation-only oval session, with the support of BNP Paribas Real Estate, Clifford Chance, and Hines, the initiative gathered 50 senior leaders from Spain’s real estate and financial sectors, creating a focused environment for strategic debate at a moment when capital markets are recalibrating expectations.
Within this forum, Clifford Chance played a pivotal role in framing the structural and regulatory dimension of the discussion. Pablo Serrano de Haro, Partner and Global Practice Area Leader for Tax, Pensions and Employment, delivered a brief keynote introduction and brought into the debate a central question: not whether Spain has enough vehicles, but whether they are competitive enough in a global capital market.
From a structuring standpoint, Pablo Serrano emphasised that Spain today offers a sophisticated and diverse toolbox — SOCIMIs, regulated and unregulated funds, joint ventures, club deals and hold-co/prop-co schemes. However, investors are increasingly forced to make difficult trade-offs between tax efficiency, regulatory certainty, operational flexibility and access to international capital.
SOCIMIs remain attractive for their tax regime and transparency, particularly with the consolidation of alternative listing venues that ease free float and liquidity requirements. Yet mandatory distribution rules and asset-type limitations can constrain certain strategies. In parallel, Spanish AIFs, EUVECAs and ELTIFs offer regulatory certainty and investor protection, but may lack the flexibility demanded by bespoke or fast-moving transactions. Unregulated structures provide agility, albeit sometimes at the expense of investor familiarity or tax optimisation.
A recurring theme was the structural imbalance between domestic Spanish managers and international vehicles — particularly Luxembourg-based structures, increasingly adopting the ELTIF label. These platforms benefit from tax neutrality, pan-European marketing passports and a long-standing perception of legal predictability. As a result, many Spanish managers seeking global capital opt for parallel Luxembourg vehicles or international partnerships rather than relying exclusively on domestic structures. According to Clifford Chance, narrowing this asymmetry will require further alignment of tax and regulatory frameworks to create a more level playing field without weakening investor safeguards.
Hot topics shaping underwriting were also addressed: substance and beneficial ownership requirements, scrutiny of non-cooperative jurisdictions, treatment of latent capital gains and local capital gains tax on exit. These elements can materially affect IRRs and transaction structuring, particularly in cross-border deals. Serrano noted that perceived instability often stems from political debate rather than technical flaws, arguing that the SOCIMI regime should evolve to better accommodate emerging asset classes such as flex living and PBSA.
Joint ventures and club deals, meanwhile, are regaining prominence for large transactions. However, misaligned exit horizons and governance arrangements can distort returns if not carefully negotiated. Alignment between partners — and between GPs and LPs — has become as critical as fiscal efficiency.
Closing the session, Gabriel Cabello, Partner of Global Real Estate at Clifford Chance, underlined that the real friction points remain licensing delays and legal certainty. Beyond these bottlenecks, Spain competes on broadly comparable technical grounds with other European markets and should not underestimate its relative positioning.
The underlying conclusion from Clifford Chance’s perspective was clear: Spain’s challenge is not the absence of vehicles, but ensuring that its regulatory and tax ecosystem remains sufficiently competitive, predictable and flexible to attract long-term international capital in an increasingly sophisticated market.
