Popular investment vehicles in the Netherlands

• Fonds voor gemene rekening (FGR)/ Transparent Fund
• Commanditaire vennootschap (CV)
• Fiscale beleggings-instelling (FBI)

• Contractual

• Contractual
• Limited partnership without legal personality
• Legal title to assets held by general partner

• Corporate:
  • Public limited company (NV)
  • Private limited company (BV)
• Contractual: as a FGR
• Foreign: Comparable foreign entity (EU member state or tax treaty country with non-discrimination clause)

Two variants exist: the FGR and the Transparent Fund. In each case, the vehicle must be a fund established to secure benefits for its participants by investing or otherwise deploying assets for their joint account.

• The vehicle must satisfy two further conditions: it must qualify as an investment fund (AIF or UCITS) as defined in the Dutch Financial Supervision Act (Wft), and admissions and substitutions of participants must not be effected solely through the redemption and issuance of units.
• Tax is levied at the FGR level and the FGR should generally have access to double tax treaties and, in certain cases, to EU Directives.
• ATAD 2: FGR cannot be a reverse hybrid entity

• A fund that does not qualify as an FGR is treated as a transparent..
• Tax is levied at investor level and the fund has no access to double tax treaties or EU Directives.
• Such a fund may still constitute a reverse hybrid entity for ATAD 2 purposes and, as a result, become subject to Dutch tax.
• Transitional provisions are in effect pursuant to which a fund that would qualify as an FGR under the new rules may opt for transparent treatment (subject to investor consent), in anticipation of the announced changes to the FGR definition with effect from 1 January 2027 (no further details are currently available).

• As of 2025, all Dutch commanditaire vennootschappen (CVs) are to be treated as tax-transparent, unless the CV qualifies as a fonds voor gemene rekening (FGR). In that case, the 2025 rules applicable to FGRs take precedence over the ordinary classification rules for partnerships. Where a CV is treated as transparent, taxation occurs at the investor level and the transparent CV itself has no access to double tax treaties or EU directives.
• A CV may still qualify as a reverse hybrid for Dutch tax purposes and, as a result, become subject to Dutch taxation under ATAD 2. However, collective and alternative investment funds with a diversified portfolio of securities are excluded from these rules.
• Transitional provisions are in effect pursuant to which a fund that would qualify as an FGR under the new rules may opt for transparent treatment (subject to investor consent), in anticipation of the announced changes to the FGR definition with effect from 1 January 2027 (no further details are currently available).

• Opaque entity taxable at a 0% rate
• Generally, eligible to claim double tax treaties, but not to EU Parent Subsidiary Directive
• Tax will apply to permitted subsidiary undertaking project development activities
• An FBI may no longer invest directly in Dutch real estate. Holding Dutch real estate directly at the FBI level can trigger regular corporate income tax on that income. Foreign real estate may still be held directly.

• A 10.4% real estate transfer tax (RETT) rate (2025) applies in the case of a real estate fund with 30% Dutch real estate. In 2026 the RETT rate for residential property will drop to 8%.
• As a general rule, a transfer of an interest in a real estate fund is not subject to RETT if the interest represents less than one third of the issued fund interests and the acquiring investor does not already hold an interest in the fund which, together with the interest acquired, would amount to at least one third. A transfer of legal title to Dutch real estate (or shares in Dutch real estate entities) to the general partner or the depositary may give rise to RETT.

• 10.4% RETT (2025 rate; a special 8% rate applies to residential real estate from 2026). In the case of a real estate fund with 30% Dutch real estate, the acquisition of an interest in such a fund is ordinarily not subject to RETT if the interest acquired is less than one-third of the issued fund size (and is structured as units issued by the fund), provided the acquiring investor does not already hold an interest in the fund that—together with the additional acquisition—brings the investor’s total interest to at least one-third. 
• The transfer of legal title to Dutch real estate (or shares in Dutch real estate entities) to the general partner or the depositary may attract RETT.

• FBI with 30% indirectly held Dutch real estate: The acquisition of an interest in such a fund is ordinarily not subject to RETT if the interest acquired is less than one-third of the issued fund size (and is structured as units issued by the fund), provided the acquiring investor does not already hold an interest in the fund which—together with the additional acquisition—brings the investor’s total interest to at least one-third.
• Transfer of legal title to shares in Dutch real estate entities to a general partner/depository may attract RETT.

• FGR: Yes (if structured with transferable units)
• Transparant fonds: Depends (often no; possible only if interests are transferable and venue/regulatory requirements are met)

• Probably not

• Yes

• Open- or closed-ended

• Open- or closed-ended

• Open- or closed-ended

• FGR: Regulated by the Dutch Authority for the Financial Markets (AFM) under the Wft (AIFMD or UCITS/ICBE), as being within the Wft fund regimes is a condition to qualify as an FGR for tax purposes
• Transparant fonds: Regulated by the AFM if within scope of the Wft (AIFMD or UCITS/ICBE). Otherwise, no fund-level supervision applies. Exemptions/registrations may apply depending on AUM, strategy and investor type.

• Regulated by the AFM if in scope of AIFMD, unless an exemption applies.

• May be regulated, listed or licensed FBI Managed by an AIFM
• A private FBI is available

• No

• No

• For regulated FBI:
  • 45% ownership limit for any taxable corporate investor and 25% ownership restriction for an individual or Dutch corporate investors using non-Dutch Entities
• For private FBI:
  • 75% ownership by private individuals, certain exempt entities or regulated FBIs requirement
  • No private individual may own an interest of 5% or more

• Flexible
• Potential tax transparency
• No minimum capital requirement

• Tax transparency
• No minimum capital requirement
• Flexible

• Zero tax rate
• Transfer rights for shares

• Lack of access to tax treaties and lack of free transfer rights with regard to transparent fund.
• Taxable FGR may have access.

• Lack of access to tax treaties and lack of free transfer rights.

• Passive investment only
• Investment, debt and ownership restrictions
• Distribution requirement
• Direct investments in Dutch real estate assets no longer allowed

• Real estate

• N/A

• Passive investment

Disclaimer: “Information in this guide for any particular country or topic may have been subject to change since the date to which it was prepared”