Dutch Cooperative, Coöperatie U.A.
Standalone fund vehicle · in principle outside dividend withholding tax · contractual governance
The Dutch Cooperative (Coöperatie U.A.) is a legal entity with members rather than shareholders. In Dutch fund practice it is often the fund itself: investors are admitted as members and there is no master vehicle above it. Alongside that, it is used as a feeder into a CV or FGR, and as a hold-co beneath a CV for participations of 5% or more.
Why use a Dutch Cooperative
- As a standalone fund it is a single entity with a single layer. Investors are members, there is no master vehicle to maintain alongside it, and the U.A. suffix (uitsluiting van aansprakelijkheid) excludes any member liability for a deficit on liquidation.
- Distributions to members fall outside the scope of Dutch dividend withholding tax as a starting point. Holding cooperatives can still be brought within scope by the anti-abuse rules, so the position has to be documented rather than assumed.
- Governance is fully contractual. Members' rights, voting weights and economic entitlements are set in the articles and the members' agreement, which allows economics to diverge from voting without creating separate share classes.
What Caproom delivers
Articles + members' agreement
Drafted from the term sheet, whether the cooperative is the fund itself or a layer next to a CV or FGR, so admission mechanics and economics stay consistent throughout.
Member register + capital accounts
Per-member contributions, withdrawals and distributions with a full audit trail, which doubles as the evidence base for the annual accounts.
Anti-abuse documentation
Substance records, board minutes and decision logs kept continuously to support the withholding-tax position if it is ever examined.
Standalone or in a structure
Run the cooperative as the fund, with capital calls and distributions straight to its members, or link it to a master CV or FGR so contributions flow through without a second reconciliation.
Dutch Cooperative, FAQ
What is a Coöperatie U.A.?
A cooperative is a Dutch legal entity governed by Book 2 of the Civil Code that has members instead of shareholders. The U.A. suffix excludes any member liability for a deficit on liquidation. It needs at least two members at incorporation and is set up by notarial deed.
Can the cooperative be the fund itself?
Yes, and in the Netherlands that is a common set-up. The fund is then the cooperative, with no master vehicle above it: investors are admitted as members, their commitments and entitlements are recorded in the articles and the members' agreement, and distributions go straight to the members. Where members contribute capital that is invested collectively according to a defined policy, the cooperative qualifies as an AIF, so the manager needs an AIFMD licence or a sub-threshold registration with the AFM. That point is regularly missed by a cooperative that was set up as a pure hold-co and later starts admitting outside investors.
Is a distribution by a cooperative free of dividend withholding tax?
Not unconditionally. The starting point is that cooperatives are outside the scope, but since 2018 a holding cooperative is brought within scope where a member holds a qualifying interest and the structure is caught by the anti-abuse test. Whether the exemption holds depends on the substance of the structure, so it is a position to document at the outset rather than to assume.
When do you use a cooperative as a feeder or as a hold-co under a CV?
As a feeder, the cooperative bundles a group of investors into a single line on the register of a master CV or FGR, which keeps the master's administration manageable. As a hold-co, the driver is usually the participation exemption (deelnemingsvrijstelling). A CV is tax-transparent, so an investment is attributed to the participants pro rata and an individual participant can end up below the 5% threshold. Interposing an opaque cooperative that holds the participation lets the threshold be tested at cooperative level, while the CV takes the smaller interests, typically those below 5%, directly. Whether this works has to be assessed per structure and per participant.
Use a Dutch Coop in your structure
We draft the Coop deed, the members' agreement and the substance documentation, and run the fund on the same platform.