Dutch CV fund formation
Limited partnership · tax-transparent · AIFMD-aligned
The Commanditaire Vennootschap (CV) is the default workhorse for Dutch private equity, venture capital and private debt funds. Caproom drafts the CV deed, the limited partnership agreement, the side letters and runs the fund administration on top of one term sheet.
Why managers choose the Dutch CV
- Tax-transparent as a rule since 1 January 2025: the fund is not taxed in its own right, investors are taxed in their home jurisdiction. Where the CV itself qualifies as an investment fund, the same requirements on transfers of interests apply as for an FGR. How a foreign tax authority classifies the vehicle is a separate question, which we test per fund with your tax adviser.
- Recognised by every major LP jurisdiction, no exotic structure to explain in a DDQ.
- Cheaper and faster than a Luxembourg SCSp for sub-€250m funds, with the same legal certainty.
What Caproom delivers
CV deed + LPA drafting
Term sheet drives the partnership deed, the LPA, the management agreement and the side letters. One change, every document re-rendered.
Consent register
Built-in consent workflow for admissions and transfers of limited partnership interests, with a complete register for the civil-law and tax qualification of the vehicle.
AIFMD-aligned operations
Annex IV, depositary log, valuations and investor reporting are wired in from day one, not bolted on at year three.
Lifecycle administration
Capital calls, distributions, NAV, GP carry waterfalls, side letter MFN tracking and investor portal, one data model, no spreadsheets.
Dutch CV, FAQ
Is a Dutch CV tax-transparent?
As a rule, yes. Since 1 January 2025 a Dutch CV is tax-transparent for Dutch corporate income tax purposes: the vehicle is not taxed and each partner is taxed in its own jurisdiction on its proportionate share. One qualification matters for fund CVs. Where the CV itself qualifies as an investment fund, the fund-for-joint-account definition takes priority over its transparent legal form, and the partnership interests then need to be structured so that they can only be disposed of to the fund itself, against the fund's own assets. A CV that is not a fund, such as a GP, holding or single-deal partnership, is unaffected.
Does the open CV still exist after 1 January 2025?
No. The Wet fiscaal kwalificatiebeleid rechtsvormen abolished the distinction between the open and closed CV with effect from 1 January 2025. The consent requirement is no longer decisive for Dutch tax classification, but it stays relevant under civil law and for how foreign tax authorities classify the vehicle, so most LPAs keep it. Abolishing that distinction does not settle the position for a CV that is used as a fund: there the fund definition and the transfer mechanism in the documentation decide the outcome.
Does a Dutch CV need an AIFMD licence?
If the fund qualifies as an AIF, the manager needs either a full AIFMD licence or, below the €100m leveraged / €500m unleveraged thresholds, a registration under the lighter sub-threshold regime with the AFM. The sub-threshold route is faster but carries no EU marketing passport, which matters if you intend to raise outside the Netherlands.
How long does it take to set up?
A standard CV with one GP and one LP class can typically be live within 4–6 weeks: notarial deed, AFM filing, bank account, depositary onboarding and Caproom administration go-live in parallel. Multiple LP classes, a feeder or a non-Dutch GP typically add two to four weeks.
Set up your Dutch CV fund
From term sheet to first closing on one platform, see how Caproom delivers it in weeks, not quarters.