Special purpose vehicles used to ring-fence individual investments, isolate risk and structure deals, funds and co-investments through a Dutch B.V.
A special purpose vehicle (SPV) is a legal entity created for a single, narrowly defined objective — typically to hold one asset, one investment or one transaction, isolated from the sponsor’s other activities. By confining assets and liabilities to a dedicated entity, an SPV ring-fences risk and gives investors a clean, transparent structure to invest into.
In the Netherlands, SPVs are most commonly set up as a Besloten Vennootschap (B.V.). The flexibility of the B.V., its low capital requirement and access to the participation exemption and treaty network make it a practical vehicle for holding single investments within larger structures. See investment vehicles for the wider range of options.
| Purpose | How the SPV is used |
|---|---|
| Deal ring-fencing | Holding a single acquisition or investment so its risk is isolated from other group assets. |
| Co-investment | A neutral entity through which several investors pool capital into one opportunity. |
| Real estate | Ownership of a single property or property company, often one SPV per asset. |
| Securitisation / finance | Issuing entity that holds receivables or debt instruments separate from the originator. |
| Fund structures | Master, feeder or blocker entities within private equity and venture fund architecture. |
| Joint ventures | Dedicated vehicle for two or more partners to hold a shared project. |
Fix the single objective, asset or transaction the SPV will hold.
Draft statuten with a narrow corporate purpose and share structure.
Incorporate the B.V. before a Dutch civil-law notary.
Register with the Kamer van Koophandel and obtain the KVK number.
Open a corporate account and fund the vehicle for the investment.
Arrange directors, office and management appropriate to the structure.
The SPV acquires or subscribes to the target investment.
Maintain accounts and file annual figures with the commercial register.
Assets and liabilities are ring-fenced within a dedicated entity, protecting the rest of the group.
Investors subscribe into a single-purpose vehicle with a transparent scope and cap table.
Access to the participation exemption and treaty network on qualifying holdings.
Low minimum capital and adaptable share classes suit bespoke deal terms.
An entity inside the single market with directive and treaty coverage.
The whole vehicle can be sold or wound down cleanly once the deal concludes.
Although an SPV serves a single purpose, it is still a real company that must meet substance and anti-abuse requirements to access treaty benefits and the participation exemption. Following the OECD BEPS project and EU directives such as ATAD I and II, relevant points include:
Where an SPV forms part of a regulated fund or lending structure, additional supervisory rules may apply. See the substance requirements and corporate tax guide for detail.
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