The depositary of a "Collective Investment Institution" (IIC) must have its registered office or, where appropriate, a branch in Spain. Under EU Directive 85/611/EEC, a depository of an undertaking for collective investment in transferable securities (UCITS) must either have its registered office in the same EU country as that of the undertaking or be established in the EU country if its registered office is in another EU country. Additionally, "Management Companies of Collective Investment Institutions" (SGIIC) are public limited companies whose registered office is located in Spanish territory. Management companies authorized in another EU Member State under Directive 2009/65/EC or Directive 2011/61/EU may establish a branch in Spain. As for non-EU management companies, prior authorisation is required to open a branch in Spain, and such authorization may be subject to reciprocity.
"Article 1. Concept, form and classes.
1. Collective Investment Institutions (IIC, hereinafter) are those whose purpose is to raise funds, assets or rights of the public to manage and invest them in assets, rights, securities or other instruments, financial or not, provided that the performance of the investor is established based on the collective results.
Those activities whose purpose is different from that described in the previous paragraph will not have the character of collective investment. Likewise, those entities that do not satisfy the requirements established in this law may not be constituted as IIC.
2. The IIC will take the form of investment company or investment fund.
3. The IIC may be of a financial or non-financial nature, in the terms established in title III of this law.
[...]
TITLE IV - Management Companies of Collective Investment Institutions
CHAPTER I - Concept and corporate purpose
Article 40. Concept, corporate purpose and reservation of activity and name.
1. The SGIIC are public limited companies whose corporate purpose will consist of investment management, risk control and management, administration, representation and management of subscriptions and reimbursements of funds and investment companies.
[...]
CHAPTER II - Conditions of access to the activity
Article 43. Requirements for access to the activity.
1. Management companies must meet the following requirements to obtain and retain authorization:
a) Cover the form of a corporation, constituted for an indefinite period of time, and that the shares that make up the capital stock have a nominative character.
b) Their exclusive corporate purpose is that provided for in article 40 of this Law. Mainly, they must carry out the activities contemplated in the first paragraph of article 40.1, without prejudice to the fact that they may be authorized to carry out the rest of the activities foreseen in said article.
c) That its registered office, as well as its effective administration and management, is located in Spanish territory.
[...]
CHAPTER IV - Cross-border action
Article 55. Management companies authorized by Directive 2009/65 / EC, of ​​July 13, 2009, in another Member State of the European Union.
1. Management companies authorized in another Member State of the European Union under Directive 2009/65 / EC may carry out in Spain, either by opening a branch, or under the free provision of services regime, the activity to which your authorization refers in the terms established in this article.
If such management company limits itself to proposing, without the establishment of a branch in Spain, the marketing of the shares and participations of an IIC that manages and is authorized in a Member State of the European Union other than Spain, such activity will be subject only to the requirements of article 15.
In this case, the letter referred to in article 15 will include an indication that the management company that manages the IIC also markets the IIC.
2. In no case may the establishment of branches or the freedom to provide services be made conditional on the obligation to obtain additional authorization or to provide an endowment fund or any measure of equivalent effect. [...]
3. The opening in Spain of branches of management companies authorized in other Member States of the European Union will not require prior authorization. However, it will be conditional on the CNMV receiving a communication from the competent authority of the home Member State of the management company, containing the information indicated in paragraphs a), b), c) and d) of section 2 of the Article 54 of this Law.
[...]
Article 55 bis. Conditions for the management of Spanish IICs by management companies regulated by Directive 2011/61 / EU of the European Parliament and of the Council, of June 8, 2011, and authorized in another Member State of the European Union.
1. Any management company authorized in a Member State of the European Union under Directive 2011/61 / EU of the European Parliament and of the Council, of June 8, 2011, may manage IICs in Spain, either directly or through the establishment of a branch, provided that the manager is authorized to manage this type of IIC.
2. The realization in Spain, for the first time, of activities by management companies authorized in another Member State of the European Union, may begin once the National Securities Market Commission has received a communication from the competent authority of the Member State of origin. of the management company, in the terms indicated in article 54 bis.2 and 3 of this Law.
[...]
Article 56. Management companies not domiciled in the European Union.
1. Management companies not domiciled in the European Union that intend to open a branch in Spain will be subject to the prior authorization procedure provided for in chapter II of this title with the adaptations established by regulation. If they intend to provide services without a branch, they must be authorized in the manner and conditions established by law. In both cases, the authorization may be denied, or conditioned, for prudential reasons, for not giving equivalent treatment to Spanish entities in their country of origin, or for not ensuring compliance with the regulations established in this Law and in its development. regulations, to which they must comply in their operation.
[...]
TITLE V - Depositary
Article 58. Appointment and incompatibilities.
1. Banks, savings banks, credit unions, companies and securities agencies may be depositories. All of them must hold the condition of participating entity in the clearing, settlement and registration systems in the markets in which they will operate, either as such or through another participating entity. In the latter case, the participating entity must have the third party account broken down.
The depositary must have its registered office or, where appropriate, a branch in Spain.
Regulations shall determine the conditions to be met by depositaries of IIC based in third countries.
When the depositary has a credit rating granted by a rating agency, it will be recorded in the semi-annual and quarterly reports, indicating whether said agency is established in the European Union and registered in accordance with the provisions of Regulation (EC) No. 1060 / 2009 of the European Parliament and of the Council, of September 16, 2009, on credit rating agencies, or, if established in a non-member state of the European Union, which has obtained a certification based on equivalence according to the aforementioned Regulation .
2. Each institution will have a single depositary. No entity may simultaneously be the manager and custodian of the same institution, except in regulatory cases in which, exceptionally, this possibility is admitted.
3. The appointment of the depositary will be materialized by means of a written contract. The contract will regulate, among other things, the flow of information that is considered necessary to allow the depositary to perform the functions for the company or fund for which it has been appointed depositary, as established in the Law. [...]" (Law on Collective Investment Institutions (35/2003, of November 4), last amended on 1 April 2020, Articles 1, 40, 43, 55, 55bis, 56 and 58 [google translation])
Law on Collective Investment Institutions (35/2003, of November 4), last amended on 1 April 2020, Articles 1, 40, 43, 55, 55bis, 56 and 58 
Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), Article 23
Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010
[<a href="https://www.boe.es/buscar/act.php?id=BOE-A-2003-20331&tn=1&p=20200401">Law</a>],[<a href="https://eur-lex.europa.eu/legal-content/EN/ALL/?uri=CELEX%3A32009L0065">Directive</a>],[<a href="https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A02011L0061-20190113">Directive</a>]