Dutch FGR, Fonds voor gemene rekening
Contractual fund · no legal entity · structured for transparency
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.
- Transparency is a drafting outcome, not a label. Since 2025 the open/closed distinction is gone: a fund is taxed in its own right only where it is an investment fund under financial supervision law and its participations are tradeable. Keep the participations outside that, and participants are taxed in their own jurisdiction.
- 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.
Transfer mechanics that hold up
The terms provide that participations can only be disposed of to the fund itself, against the fund's own assets, and a transfer to a third party runs through the fund on the conditions the 2025 rules require. The register, the pricing and the paperwork follow automatically.
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
When is an FGR taxed in its own right?
Only where two things are true at the same time: the fund qualifies as an investment fund under Dutch financial supervision law, and its participations are tradeable. If both are met the fund is liable to Dutch corporate income tax, which is usually neutralised by structuring it as a VBI or an FBI. If not, the fund is transparent and participants are taxed on their own share. Since 1 January 2025 the old open/closed distinction and the unanimous-consent clause no longer decide this.
How do you keep participations outside tradeability?
The fund terms provide that a participant can only dispose of participations to the fund itself, against the fund's own assets. That has to be written into the terms expressly. A transfer to a third party is still possible, but it must run through the fund on the conditions the 2025 rules set for how the transfer is documented and charged. We draft both and keep the register consistent with them.
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.
Is my existing FGR still transparent under the 2025 rules?
Not automatically. Funds that relied on the old consent clause can end up on the wrong side of the new test without changing a thing, and a fund that is both an FGR and a transparent legal form is treated as an FGR, because that qualification takes priority. A diagnostic against the current terms is required; a transitional route exists for funds that need to restructure to stay transparent.
FGR 2025 reform, Wet aanpassing fonds voor gemene rekening
On 1 January 2025 the open/closed test disappeared. A fund for joint account is now taxed in its own right where it is an investment fund under financial supervision law and its participations are tradeable, and the fund qualification takes priority where the vehicle is also a transparent legal form. Many funds that were transparent before are no longer transparent by default, and several VBIs lost eligibility.
- FGR diagnostic: we test your existing fund terms against the current definition and flag whether transparency is preserved.
- Terms amendment pack: amended fund terms plus a participants' resolution, providing that participations can only be disposed of to the fund itself and setting out how a transfer to a third party runs through the fund.
- 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.