Dutch FGR, Fonds voor gemene rekening
Contractual fund · open or closed-end · tax-transparent
The Fonds voor gemene rekening (FGR) is a contractual Dutch fund vehicle. There is no legal entity and no notarial deed, only fondsvoorwaarden (fund terms) between the manager, the bewaarder (depositary) and the participants. That makes it the fastest Dutch vehicle to stand up, and the default wrapper for VC, PE, hedge and feeder funds raising from Dutch investors.
Why managers choose the Dutch FGR
- No legal entity to incorporate or dissolve. The fund is the contract, which makes it materially faster and cheaper to launch than a CV or a BV, and just as quick to wind down.
- Tax-transparent for a closed (besloten) FGR, so participants are taxed in their own jurisdiction rather than at fund level. Since the 2025 reform, closed status turns on tradeability and offering scope rather than on a consent clause.
- Familiar to Dutch pension funds, family offices and high-net-worth feeders. It is the wrapper Dutch institutional investors expect to see, so it survives a DDQ without explanation.
What Caproom delivers
FGR terms drafting
The term sheet drives the fondsvoorwaarden, the depositary agreement, the management agreement and every side letter. Change a parameter once and all documents re-render.
Open- vs closed-end logic
A built-in switch. A closed FGR keeps tax transparency and restricts transfers; an open FGR runs subscriptions and redemptions against NAV strike dates with the corporate-tax consequences modelled.
Depositary integration
Daily reconciliation, asset segregation log and AIFMD depositary reporting are wired in, so the bewaarder works from your data instead of a monthly spreadsheet.
Participant register
Units, capital accounts, distributions and per-participant tax statements, each with a full audit trail for the annual accounts and the tax return.
Dutch FGR, FAQ
What is the difference between an open and a closed FGR?
A closed FGR is tax-transparent: the fund is not subject to Dutch corporate income tax and participants are taxed on their own share. An open FGR is opaque and Vpb-liable, which is usually neutralised by structuring it as a VBI or an FBI. Since 1 January 2025 the test looks at whether participations are tradeable to third parties and at the group the fund is offered to, not at a unanimous-consent clause.
Does an FGR need a notarial deed?
No. An FGR is a contractual arrangement: fund terms, a management agreement and a depositary agreement. There is no incorporation and no Chamber of Commerce registration of the fund itself, although the manager entity and the depositary are registered. This is what makes it cheaper and faster to launch than a CV or a BV.
What is the Wet aanpassing fonds voor gemene rekening?
A 2025 Dutch tax reform that restructured when an FGR is treated as open (opaque, subject to CIT) versus closed (transparent). The previous unanimous-consent test was replaced with a stricter set of conditions focused on tradeability and on whether the fund is offered to a defined or an undefined group of participants.
Does my existing FGR still qualify as closed under the 2025 rules?
Not automatically. Funds that relied on the old consent clause can fall on the wrong side of the new test without changing a thing. A diagnostic against the current terms is required; if open status is triggered the fund becomes Vpb-liable, and remediation of the terms or conversion to another vehicle is typically needed.
FGR 2025 reform, Wet aanpassing fonds voor gemene rekening
On 1 January 2025 the Wet aanpassing fonds voor gemene rekening en vrijgestelde beleggingsinstelling restructured the open/closed-FGR test. Many funds that were tax-transparent before are no longer transparent by default, and several VBIs lost eligibility. Caproom runs the diagnostic and the remediation.
- FGR diagnostic: we run the new open/closed test against your existing fund terms and flag whether transparency is preserved.
- Terms amendment pack: amended FGR terms plus a participants' resolution to preserve closed-FGR status under the 2025 rules.
- Tax-position memo confirming the post-amendment Dutch CIT and dividend withholding treatment, suitable for the LP information pack.
- Switch to an alternative vehicle if transparency cannot be preserved. We model the move to a CV or a BV/VBI and run the conversion.
Launch your Dutch FGR
Deed-free, depositary-ready and AIFMD-aligned. Caproom takes you from term sheet to first subscription in weeks.