Registration of a CIF: Corporate Investment Fund

A Corporate Investment Fund, or CIF, is a complex legal and financial instrument used to accumulate investors’ funds and invest them in defined assets. In practice, a CIF is often used for structuring investment projects, managing assets, attracting investors, and implementing real estate, venture capital, or other investment models.

Registering a CIF is different from ordinary company registration. It combines the corporate procedure for establishing a joint-stock company, share issuance, interaction with the National Securities and Stock Market Commission, the Central Depository, an asset management company, a custodian of assets, and other capital market participants.

VINCO’S Legal Company supports the establishment of corporate investment funds from the initial structuring of the model to document preparation, coordination with market participants, and obtaining the required registration results.

A Corporate Investment Fund is a legal entity established in the form of a joint-stock company and engaged exclusively in collective investment activities.

Participants of a CIF are shareholders of the fund. The fund accumulates investors’ funds, while its assets are managed by an asset management company under a relevant agreement.

A CIF is not an ordinary operating business. Its main purpose is to invest funds in assets in accordance with the fund’s regulations and investment declaration.

Registration of a Corporate Investment Fund may be relevant for businesses, investors, and asset owners who plan to structure investment activities through a special regulated instrument.

A CIF may be used for:

• accumulating funds from several investors within one investment project;
• structuring venture investments;
• investing in real estate, corporate rights, securities, or other assets;
• managing assets through an asset management company;
• building a transparent model of investor participation in a project;
• increasing the investment attractiveness of a business;
• separating investment assets from the operating activities of other group companies.

A Corporate Investment Fund has a special legal regime and operates under rules that differ from those applicable to ordinary joint-stock companies.

The key features of a CIF include:

• it is established in the form of a joint-stock company;
• it conducts exclusively collective investment activities;
• it issues shares of the corporate fund;
• asset management is carried out by a licensed asset management company;
• the assets are kept by a custodian of the corporate fund’s assets;
• the fund operates on the basis of its charter, regulations, and investment declaration;
• information about the fund is entered into the Unified State Register of Collective Investment Institutions;
• the fund’s activities are regulated by the NSSMC.

The minimum amount of charter capital of a corporate fund is 1,250 monthly minimum wages established by law as of the date of registration of the fund as a legal entity.

As of 2026, if the minimum wage is UAH 8,647, the approximate minimum charter capital of a CIF equals UAH 10,808,750.

Before state registration of the corporate fund, the founders must pay 100 percent of the initial charter capital. Payment for the shares of the corporate fund by the founders is made exclusively in cash.

The creation of a CIF is a multi-stage procedure. It requires the correct sequence of actions, since violation of the establishment procedure may become a ground for refusal by the NSSMC.

• initial consultation and determination of the investment model;
• selection of the fund type, category, and class;
• determination of founders, ownership structure, and funding sources;
• preparation of the draft charter, founding documents, and decision to establish the fund;
• adoption by the founders of the decision to establish the corporate fund and privately place shares;
• submission of documents to the NSSMC for approval of the draft charter and registration of the share issue to form the initial charter capital;
• obtaining a temporary certificate of registration of the share issue;
• assignment of an international securities identification number to the shares;
• conclusion of an agreement with the depository for servicing the issue;
• private placement of shares among the founders and full payment for them;
• holding the constituent meeting, approving the charter, results of the share placement, supervisory board composition, and draft agreements with the AMC and custodian;
• state registration of the corporate fund as a legal entity;
• conclusion of an agreement with the asset management company and an agreement with the asset custodian;
• preparation and submission of documents for registration of the regulations, the report on the results of private placement, and entry of information about the CIF into the Register;
• obtaining the registered regulations, certificate of entry into the Register, and certificate of registration of the share issue.

Before starting the procedure, it is important to correctly define the future fund model. Initial mistakes may complicate registration, further investor attraction, or asset management.

Special attention should be paid to:

• the choice of fund type: open-ended, interval, or closed-ended;
• the choice of fund category: diversified, non-diversified, specialized, or qualified;
• whether the fund belongs to a venture or exchange-traded fund;
• the structure of investors and sources of funds;
• selection of the asset management company;
• terms of the agreements with the AMC and asset custodian;
• the investment declaration;
• possible restrictions on the composition of assets;
• the tax model and accounting support;
• future exit of investors from the fund or sale of shares.

Registering a Corporate Investment Fund without proper legal support may result in significant risks.

The most common problems include:

• incorrect selection of the fund type or category;
• non-compliance of the charter with legal requirements;
• incomplete or incorrect package of documents for the NSSMC;
• violation of the sequence of stages for creating the fund;
• errors during the private placement of shares;
• incorrect formalization of payment for shares by the founders;
• risks related to affiliation between the AMC, custodian, and founders;
• non-compliance of the regulations or investment declaration with legal requirements;
• refusal to register the regulations, report, or enter information into the Register;
• delay in launching the investment project and additional costs for correcting documents.

VINCO’S Legal Company supports clients in the creation and registration of corporate investment funds, as well as related corporate, contractual, tax, and regulatory matters.

We can assist with:

• initial consultation on the feasibility of creating a CIF;
• selection of the optimal fund structure;
• analysis of the investment model and risks;
• preparation of corporate documentation;
• drafting or legal review of the charter, regulations, and investment declaration;
• support during document approval by the NSSMC;
• coordination with the AMC, depository, asset custodian, and bank;
• preparation of agreements with the AMC and other participants;
• control of deadlines and sequence of actions;
• support of state registration of the fund as a legal entity;
• support of the entry of information about the CIF into the Register;
• further legal support of the fund’s activities.

A Corporate Investment Fund is not just a legal entity but a regulated investment instrument. Its creation requires proper legal architecture and coordinated interaction with the asset management company, depository, custodian of assets, bank, and NSSMC.

If you are planning to create a CIF for an investment project, asset structuring, or investor attraction, the VINCO’S team will help assess the model, prepare the documents, and support the registration procedure.

Can a CIF be established by one founder?

Yes. The law allows a corporate fund to be established by one person. In this case, no founders’ agreement is concluded, and the necessary decisions are formalized by the sole founder’s decision.

Can a CIF conduct ordinary business activities?

No. A corporate fund conducts exclusively collective investment activities. Other legal forms are usually used for operating businesses.

Is it mandatory to engage an asset management company?

Yes. The assets of a corporate fund are managed by an asset management company under an agreement. The AMC must hold the appropriate license.

How long does CIF registration take?

The procedure consists of several stages and may take several months. Certain NSSMC administrative actions, including registration of the regulations, report, and entry into the Register, are completed within 30 business days after submission of the complete document package.