Html code will be here
Netherlands Investment SPV (Special Purpose Vehicle)
Dutch SPV structures are widely used in acquisitions, joint ventures and project investments across Europe. A Netherlands B.V. is typically used to isolate risk, structure ownership and manage financing in cross-border transactions involving jurisdictions such as Germany, France, Spain and Italy.
Book a Consultation
[30 min]
Just type your contacts
By submitting this form, I confirm that I have read and accept the Privacy Policy and the Terms and Conditions of Voixa Consultors S.L., in accordance with applicable data protection regulations (GDPR).
SPV vs Holding Company in the Netherlands
A Dutch SPV is typically used when a company needs to isolate a single transaction, such as the acquisition of a business in Germany, France or Spain, or to structure a joint venture with defined risks and exit terms.
A Dutch holding company, by contrast, is used as a permanent entity within a corporate group, holding multiple subsidiaries and managing dividend flows across jurisdictions.
In many international structures, both are used together: a holding company owns one or several SPVs, each linked to a specific investment or transaction.
A Dutch holding company, by contrast, is used as a permanent entity within a corporate group, holding multiple subsidiaries and managing dividend flows across jurisdictions.
In many international structures, both are used together: a holding company owns one or several SPVs, each linked to a specific investment or transaction.
Practical Distinction
Purpose
Specific transaction or project
Long-term ownership of subsidiaries
Lifespan
Usually temporary (deal or project-based)
Ongoing corporate structure
Typical use
M&A acquisition, joint venture, project investment
Group structure, dividend flows, ownership
Number of assets
Usually one asset or project
Multiple subsidiaries or investments
Risk profile
Ring-fenced to specific transaction
Broader group exposure
Exit strategy
Sale or liquidation after project completion
Retained as part of corporate group
Participation exemption
Applies if ≥5% shareholding
Applies if ≥5% shareholding
Governance
Limited to project scope
Full group governance role
Typical investors
Private equity, corporate buyers, JV partners
Multinational groups, holding structures
Legal and tax characteristics of Dutch SPV structures
- Legal formBesloten Vennootschap (B.V.)
- Legal personalitySeparate legal entity
- Corporate income tax19% / 25.8% based on taxable profits
- Participation exemption≥5% shareholding
- Dividend withholding tax15% often reduced via treaties or EU directives
- Tax treaties~100 treaties
SPV in acquisition and joint venture structures
A Dutch SPV (B.V.) is most commonly used in acquisition structures where a dedicated legal entity is required to purchase a target company and isolate financial and legal risk at the transaction level. In cross-border M&A transactions involving jurisdictions such as Germany, France or Spain, the Dutch SPV typically acts as the direct shareholder of the target company, allowing investors to structure financing, ownership and exit at the level of a single entity. This approach simplifies post-acquisition restructuring, including refinancing, dividend distributions and potential sale of the investment.
The same structure is frequently used in joint venture arrangements where two or more partners invest in a common project. In such cases, the Dutch SPV serves as the jointly owned entity through which the investment is made, with shareholder rights and governance arrangements defined in the articles of association and shareholders’ agreement. This allows each party to participate in the project while keeping the investment legally separate from their existing corporate structures, which is particularly relevant in projects involving multiple jurisdictions or regulatory environments.
The same structure is frequently used in joint venture arrangements where two or more partners invest in a common project. In such cases, the Dutch SPV serves as the jointly owned entity through which the investment is made, with shareholder rights and governance arrangements defined in the articles of association and shareholders’ agreement. This allows each party to participate in the project while keeping the investment legally separate from their existing corporate structures, which is particularly relevant in projects involving multiple jurisdictions or regulatory environments.
Dutch SPV structures are the standard approach for acquisitions and joint ventures in Europe.
Governance and substance in Dutch SPV structures
Dutch SPV companies are subject to the standard corporate governance framework under the Dutch Civil Code (Burgerlijk Wetboek), where the company is managed by its management board (bestuur) and key decisions are taken at the level of the entity itself. In international structures, this governance layer is not merely formal, as tax authorities increasingly assess whether the SPV performs a real function within the corporate structure.
In practice, this means that decision-making, financing arrangements and documentation must be aligned with the role of the Dutch entity in the transaction. The relevance of governance and substance has increased significantly following international developments such as the OECD BEPS framework and treaty anti-abuse rules, including the Principal Purpose Test (PPT). As a result, Dutch SPVs used in acquisitions or joint ventures are expected to demonstrate that they are not purely formal entities, but part of a coherent corporate structure with defined responsibilities and documented decision-making processes.
In practice, this means that decision-making, financing arrangements and documentation must be aligned with the role of the Dutch entity in the transaction. The relevance of governance and substance has increased significantly following international developments such as the OECD BEPS framework and treaty anti-abuse rules, including the Principal Purpose Test (PPT). As a result, Dutch SPVs used in acquisitions or joint ventures are expected to demonstrate that they are not purely formal entities, but part of a coherent corporate structure with defined responsibilities and documented decision-making processes.
Under BEPS and PPT rules,
structures are tested on purpose, not form.
structures are tested on purpose, not form.
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.
European Structuring Jurisdictions
Two of the most widely used jurisdictions for international holding structures in Europe.
European hub for holding companies and investment structures used by international business groups and investment funds.
Leading jurisdiction for international holding companies and cross-border corporate ownership structures.
Comparison of the two most widely used European holding jurisdictions on tax treatment of dividends, participation exemption and substance requirements
Insights on European Corporate Structures
Analysis and practical guidance on corporate structuring in Luxembourg and the Netherlands.
Luxembourg vs Netherlands Holding Structures
Comparison of two leading European jurisdictions used for international holding companies and investment platforms.
How EU Holding Structures Work
Overview of typical ownership and investment structures used by international groups operating in Europe.
Corporate Taxation in Luxembourg
Key aspects of corporate taxation, participation exemption and dividend flows in Luxembourg holding structures.
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.