Netherlands · SPV

A Dutch SPV for your next deal, ready before closing

One vehicle per acquisition, property or co-investment keeps each deal separate, gives lenders and co-investors a clean counterparty and lets you sell the shares instead of the asset. Plan your SPV below and see the latest date to start.

Free first consultation. Fixed quote within one business day.

Deal SPV at a glance
Typical formB.V., with a CV or Coöperatie above it for co-investors
Share capitalFrom EUR 0.01
Set-up1–3 weeks from a complete file
Exit gainExempt from a 5% stake
QuoteFixed, within one business day
SPV planner

Plan your deal vehicle in one minute

Choose the deal and the investors to see the structure. Enter your closing date to see when we need to start.

1. What is the deal?

2. Who puts in the money?

3. Will there be bank financing?

    4. When do you want to close?

    A first orientation, not legal or tax advice. The final structure depends on the target country, the lenders and the investors, which we review before set-up.

    Why a Dutch SPV

    What a separate vehicle does for each deal

    One deal, one company

    Liabilities, financing and investors of each deal stay inside its own B.V.

    Sell shares, not assets

    You exit by selling the SPV, often faster and cheaper than selling the asset.

    Exempt exit gains from 5%

    A gain on selling the SPV's shares is exempt at a Dutch holding, with no holding period.

    A counterparty lenders know

    Banks and partners across Europe know the Dutch B.V. and its share classes.

    What's included

    From term sheet to closing day

    We work to your closing date and coordinate with your deal lawyers and lenders.

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      Structure for the deal

      TopCo and BidCo, or a single SPV, chosen for the deal, lenders and investors.

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      B.V. formation

      Articles with the share classes and transfer rules the deal needs.

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      CV or Coöperatie for co-investors

      A vehicle above the B.V. for club deals and co-investment.

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      Signing readiness

      Board resolutions, powers of attorney and notary formalities for closing day.

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      KVK, tax and UBO

      Registration, tax numbers and beneficial owner filing.

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      Bank file

      Prepared for the bank and the lender's KYC.

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      Dutch director and address

      Through licensed providers, where the deal needs substance.

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      After closing

      Accounts, tax returns and board minutes each year.

    Is it right for you?

    A Dutch SPV fits some deals far better than others

    A good fit if

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      You buy minority stakes or may sell within a year

      The exemption starts at 5% with no holding period.

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      Lenders or partners want a familiar vehicle

      The B.V. is the standard deal company in Europe.

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      You want to close fast

      A B.V. can be ready in one to three weeks.

    Probably not for you if

    • ✕

      You raise money from many outside investors

      A Luxembourg SCSp or RAIF is what fund investors expect.

    • ✕

      Your investors sit in a low-tax country

      Dutch payouts to them can carry 25.8% withholding.

    • ✕

      Nobody can manage the SPV in the Netherlands

      Without local management the tax benefits fall away.

    FAQ

    Dutch SPV questions

    How fast can a Dutch SPV be ready?+

    One to three weeks from a complete KYC file to KVK registration. The bank account runs in parallel, so start as soon as you sign the term sheet.

    B.V., CV or Coöperatie?+

    A B.V. holds the asset or the target. A CV or Coöperatie above it gathers co-investors. Since 2025 every Dutch CV is tax-transparent.

    Is the gain on selling the SPV taxed?+

    A Dutch holding selling a stake of 5% or more pays no tax on the gain, with no minimum holding period. Real estate gains are usually taxed where the property is.

    Can the target's profits pay the acquisition interest?+

    Often, through a fiscal unity between BidCo and a Dutch target, within the Dutch rules on acquisition debt and the interest cap. We check this with your lenders' advisers.

    How much does it cost?+

    The fee depends on the structure and on the director and office you need. We send a fixed quote after a short call.