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Dutch Investment Vehicles
Dutch investment vehicles are commonly used by private equity funds, multinational corporate groups and institutional investors seeking to structure investments within Europe.
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The Netherlands as a European investment hub
The Netherlands is one of the main centers for international corporate structures and cross-border investments in Europe. Thousands of multinational groups use Dutch companies as holding entities coordinating subsidiaries and investments across several jurisdictions.
Corporate entities in the Netherlands operate under the provisions of the Dutch Civil Code (Burgerlijk Wetboek) together with specialized legislation governing financial markets and investment funds.
Companies are registered in the Dutch Commercial Register (Handelsregister) maintained by the Kamer van Koophandel (KVK), while corporate taxation and reporting obligations are administered by the Dutch Tax Administration (Belastingdienst).
The Netherlands also hosts several financial regulatory authorities responsible for supervising financial markets and investment activities, including the Autoriteit Financiële Markten (AFM) and the De Nederlandsche Bank (DNB).
Corporate entities in the Netherlands operate under the provisions of the Dutch Civil Code (Burgerlijk Wetboek) together with specialized legislation governing financial markets and investment funds.
Companies are registered in the Dutch Commercial Register (Handelsregister) maintained by the Kamer van Koophandel (KVK), while corporate taxation and reporting obligations are administered by the Dutch Tax Administration (Belastingdienst).
The Netherlands also hosts several financial regulatory authorities responsible for supervising financial markets and investment activities, including the Autoriteit Financiële Markten (AFM) and the De Nederlandsche Bank (DNB).
Investment structures used in the Netherlands
In practice, different Dutch entities are used depending on the nature of the investment and the relationship between investors.
A B.V. is most commonly used as a holding or acquisition company in international corporate groups.
A CV is typically used as a partnership structure combining managing partners and passive investors.
An FGR is often used by asset managers for collective investment arrangements involving multiple institutional investors.
The choice between these entities usually depends on governance arrangements, tax transparency and the intended investment horizon.
A B.V. is most commonly used as a holding or acquisition company in international corporate groups.
A CV is typically used as a partnership structure combining managing partners and passive investors.
An FGR is often used by asset managers for collective investment arrangements involving multiple institutional investors.
The choice between these entities usually depends on governance arrangements, tax transparency and the intended investment horizon.
Tax characteristics of Dutch investment entities
Parameter
B.V. (Besloten Vennootschap)
CV (Commanditaire Vennootschap)
FGR (Fonds voor Gemene Rekening)
Legal nature
Private limited liability company
Limited partnership
Contractual investment fund
Legal personality
Yes
No separate legal personality
No separate legal personality
Corporate income tax
Subject to Dutch corporate income tax
Generally transparent for tax purposes
Depends on structure (transparent or taxpayer)
Tax transparency
No
Usually tax transparent
Can be transparent or opaque
Participation exemption
Available if ≥5% shareholding
Not applicable at entity level
Depends on tax treatment
Dividend withholding tax
15% standard rate
Not applicable at partnership level
Depends on fund structure
Use in investment structures
Holding company or acquisition entity
Private equity partnership
Collective investment fund
Typical investors
Multinational groups, family offices
Private equity investors
Institutional investors, asset managers
Regulated vs non-regulated investment activities
Regulatory considerations
Not all investment entities in the Netherlands are regulated financial institutions.
However, certain investment activities may fall under supervision of the Autoriteit Financiële Markten (AFM) depending on the structure and number of investors.
Examples include:
Such structures may fall under the Alternative Investment Fund Managers Directive (AIFMD).
Not all investment entities in the Netherlands are regulated financial institutions.
However, certain investment activities may fall under supervision of the Autoriteit Financiële Markten (AFM) depending on the structure and number of investors.
Examples include:
- collective investment funds
- asset management activities
- alternative investment funds
Such structures may fall under the Alternative Investment Fund Managers Directive (AIFMD).
Key legal frameworks include:
- Dutch Civil Code (Burgerlijk Wetboek)
- Financial Supervision Act (Wet op het financieel toezicht — Wft)
- Alternative Investment Fund Managers Directive (AIFMD)
- EU financial regulation framework
Why international investors use the Netherlands
The Netherlands has developed into one of the principal jurisdictions in Europe for international investment activities. Dutch companies are frequently used by multinational corporate groups, private investors and asset managers managing investments across several jurisdictions. This role is closely connected with the stability of Dutch corporate law, the country’s integration into the European financial system and the predictability of its regulatory environment.
Investment arrangements involving Dutch entities typically operate within the framework of the Dutch Civil Code (Burgerlijk Wetboek) together with European financial regulation. Corporate entities are registered in the Dutch Commercial Register (Handelsregister) maintained by the Kamer van Koophandel, while tax administration is carried out by the Belastingdienst. These institutions form the basic infrastructure within which both domestic and international investment entities operate.
A key element of the European regulatory environment affecting investment structures is the Alternative Investment Fund Managers Directive (AIFMD). This directive regulates managers of alternative investment funds across the European Union and establishes a passporting system allowing authorised fund managers to operate throughout the EU. As a result, investment structures located in the Netherlands frequently operate within the broader European regulatory framework established by AIFMD and related legislation governing financial markets and asset management.
For international investors the Netherlands therefore represents not only a corporate jurisdiction but also a gateway to the European financial regulatory system. Dutch entities are commonly used in investment arrangements involving multiple jurisdictions where governance, reporting obligations and regulatory compliance must align with European financial legislation.
Investment arrangements involving Dutch entities typically operate within the framework of the Dutch Civil Code (Burgerlijk Wetboek) together with European financial regulation. Corporate entities are registered in the Dutch Commercial Register (Handelsregister) maintained by the Kamer van Koophandel, while tax administration is carried out by the Belastingdienst. These institutions form the basic infrastructure within which both domestic and international investment entities operate.
A key element of the European regulatory environment affecting investment structures is the Alternative Investment Fund Managers Directive (AIFMD). This directive regulates managers of alternative investment funds across the European Union and establishes a passporting system allowing authorised fund managers to operate throughout the EU. As a result, investment structures located in the Netherlands frequently operate within the broader European regulatory framework established by AIFMD and related legislation governing financial markets and asset management.
For international investors the Netherlands therefore represents not only a corporate jurisdiction but also a gateway to the European financial regulatory system. Dutch entities are commonly used in investment arrangements involving multiple jurisdictions where governance, reporting obligations and regulatory compliance must align with European financial legislation.
Our Services
Our work focuses on the practical establishment and organisation of Dutch entities used in international investment arrangements.
Preparation of incorporation documents, notarial coordination and registration in the Handelsregister.
Assistance with the creation of Dutch entities used in investment arrangements, including B.V., CV and cooperative structures.
Design of ownership arrangements involving Dutch entities within international corporate groups.
Commercial register filings, corporate documentation and annual reporting compliance.
Interaction with local professionals required for company formation and corporate maintenance.
Assistance in organising Dutch entities used in European ownership structures and international investments.
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Discuss Your European Structure
We advise on holding structures, corporate formations and cross-border ownership platforms involving Luxembourg and the Netherlands.
By submitting this form, I confirm that I have read and accept the Privacy Policy and Terms and Conditions. Information submitted through this form will be treated confidentially and processed in accordance with applicable data protection laws.
By submitting this form, I confirm that I have read and accept the Privacy Policy and Terms and Conditions. Information submitted through this form will be treated confidentially and processed in accordance with applicable data protection laws.