Cuentas en participación: the silent-partnership contract behind real estate co-investment in Spain

If you have looked at how to take part in a buy, refurbish and sell operation in Spain without buying the property yourself, you will have noticed that the contract behind it is rarely a company or a loan: it is a cuenta en participación, the Spanish silent partnership. It is an old figure of the Commercial Code, little known outside commercial law, and it is exactly what Invernova uses so that a co-investor can join a specific operation from €25,000. This guide explains what it is, what the participant can and cannot do, how the profit is taxed and how it works in a real operation, with numbers.

The contract is governed by articles 239 to 243 of the Spanish Commercial Code. The idea is simple: a business (the gestor, or managing partner) carries out an operation in its own name, and another person (the partícipe, or participant) contributes capital to that operation and shares in its results, good or bad, in the proportion the two agree. No new company is born, there is no common trade name and no separate legal personality: the gestor remains the sole owner of the business in the eyes of everyone else.

Three features set it apart from other structures. First, the gestor acts in its own name and is the one liable to third parties. Second, the participant does not take part in management. Third, when the operation ends the gestor renders a justified account of the result and pays the participant their share. The law requires no notarial form: a private contract is enough, although the sensible thing is to put every economic term in writing and, in our case, to sign it electronically.

Keeping the participant out of management is not a whim of the gestor: it is what holds the figure together. If the participant stepped into decisions or dealt with third parties, the relationship could stop being a cuenta en participación and drift towards an irregular partnership, with very different liabilities for both. That is why a good contract spells out what information the participant receives (milestones, photos, documents, settlement) and through which channel they talk to the gestor.

• The identified operation: the property, the plan (purchase, refurbishment, sale), the budget and the target term. If the contract is a general framework, each specific operation goes into an addendum with its own terms.
• The contribution and its schedule: how much you put in, when and to which account.
• The profit split: on what base it is calculated (net profit after the sale and all costs), what percentage is yours and whether there are adjustments, for instance if the operation runs late.
• The gestor's own capital: whether it puts its own money into the same operation and in what proportion. It is the best alignment signal you can ask for.
• Periodic information and the final rendering of accounts, with the breakdown of sale price, costs and profit.
• The exit: when you get paid (normally at settlement, after the sale) and what happens if the sale is delayed.

Two things that are not in the contract but belong next to it: the operation's LTV (what it is and how to read it) and the gestor's record in similar operations. A flawless contract is no substitute for a gestor that has already settled operations and publishes how they went.

For a Spanish-resident individual, the tax authority (Dirección General de Tributos) treats what the participant receives as income from movable capital for lending one's own capital to third parties (article 25.2 of the Personal Income Tax Act). The profit therefore goes into the savings base, like interest or dividends, and is taxed in brackets: 19% up to €6,000, 21% up to €50,000, 23% up to €200,000, 27% up to €300,000 and 30% above that (2026 rates). The gestor applies a 19% withholding when it pays, which works as an advance on that tax.

If the participant is a company, the profit is simply income in its corporate tax return. For the gestor, the share of profit it hands to the participant is a deductible expense, so the same euro is not taxed twice. The contract itself falls under transfer tax (ITP-AJD, corporate operations) but is exempt (article 45.I.B.11 of its consolidated text): signing it costs no tax.

A useful detail: since you do not own the property, you pay no IBI (property tax), you declare no imputed property income for it and the municipal capital gains levy on the sale is not your concern. Your only tax relationship with the operation is the income you receive. The full framework is in our guide to taxation for real estate investors; for your own case, speak to an adviser.

The real difference from a crowdfunding platform is not legal but about who does the operation: there, the platform sits between a developer and many investors; in a cuenta en participación the gestor is the one who buys, refurbishes and sells, and normally the one who also puts in its own money. We compare the two in detail in real estate crowdfunding vs co-investment and, if you want every way to hold property without buying a flat, in this guide.

At Invernova, the framework agreement with each co-investor and each of its addenda are legally structured as cuentas en participación under articles 239 to 243 of the Commercial Code. INVERNOVA TRADE S.L. is the gestor: it finds the operation, buys it in its own name (at auction or on the market), carries out the refurbishment and sells. The co-investor is the participant: they sign the framework agreement once and then one addendum per operation they join, from €25,000. In every published operation Invernova also puts in its own capital.

Here is how it looks with an operation open right now, using the figures from its public page: two flats bought at auction in Manacor (Mallorca) and Esparreguera (Barcelona), with a 19% estimated return for the co-investor over an estimated 12 to 16 months, and Invernova contributing around 30% of the capital.

Two details of our framework agreement follow from the logic of the figure itself. If settlement runs more than three months past the addendum's target term, the co-investor's percentage of the profit split rises by five points, and by ten from the sixth month: the split is corrected in favour of whoever has waited. And because the cuenta en participación ends with the operation, the co-investor has no shares to sell and no redemption to wait for: they are paid at settlement and decide whether to join the next one.

Our history, operation by operation, is in the track record: 49 settled operations, 0 failed, an 18.6% average return obtained by co-investors and €10.7M returned. The less good part too: 11 of the 49 closed below their estimated return. Figures as of 24 October 2026, the same ones the home page publishes.

• It makes sense if you want exposure to specific real estate operations, with an identified property behind each one, without managing works or tenants, over a 12 to 24 month horizon per operation and with an amount from €25,000 you will not need during that term.
• It makes sense if you value a gestor that puts its own money into the same operation and publishes what it has settled before, with the real result of each one.
• It does not make sense if you need immediate liquidity (there is no secondary market: you are paid when the property sells), if you want a say in the works or the sale price (that belongs to the gestor by law) or if you are after a monthly income (here you are paid at the end).

If your wealth allows it, the reasonable thing is not to concentrate it in a single operation: the proceeds of an inheritance or of selling a flat are enough for two or three different operations in different areas. Our settled operations are in Barcelona, Girona, Tarragona and Mallorca, and since 2026 we look for operations across Spain. The ones open at any time are listed under opportunities; if you would rather hear about them first, tell us your range and we will call you.