Dutch SPV, special purpose vehicle
Deal-by-deal · co-invest · feeder · BV-based · AIFMD-aware
A special purpose vehicle (SPV) is a single-purpose Dutch BV used to pool capital for one deal, one co-invest opportunity or one downstream investment. Caproom drafts the SPV constitution, runs subscriber KYC, maintains the cap table and produces the reporting, without forcing you into a full AIFMD fund wrapper unless you need one.
Why managers use a Dutch SPV
- One deal, one vehicle, clean liability ring-fence between investments and a clean exit waterfall per asset.
- Programmatic co-invest sleeves and syndicates need a lighter wrapper than a full fund, but the same investor onboarding, KYC and distribution rails.
- Feeder and master-feeder structures use SPVs as the pooling layer between LPs and the master fund, usually a BV stapled to a CV or FGR.
- Family offices and emerging managers run their first 1–3 deals through SPVs before they have enough AUM to justify a flagship fund.
- AIFMD scope is real even for SPVs, if the SPV pools capital from more than one investor with a defined investment policy, it can qualify as an AIF. Most managers miss this until the AFM asks.
- Spreadsheet-run SPVs break at scale, once you have 5+ live SPVs, manual cap tables, distributions and FATCA/CRS classifications become the dominant cost.
What Caproom delivers for SPVs
SPV constitution + subscription pack
BV deed of incorporation, shareholders' agreement (SHA), subscription form, board resolutions and (where relevant) participation/profit-participating loan agreements, all driven from one term sheet.
AIFMD scope assessment
Built-in test against the AIF criteria (number of investors, defined investment policy, pooled capital). If the SPV is in scope we generate the sub-threshold registration pack; if not, we document the exemption file.
KYC + FATCA/CRS per subscriber
The same KYC engine as full Caproom funds: sanctions, PEP and UBO screening with FATCA/CRS classification per subscriber, refreshed when circumstances change.
Cap table + economic rights
Shares, preference shares, profit participating loans (PPLs) and warrants on one cap table. Pro-rata, anti-dilution and side letter overrides applied per subscriber.
Distributions + tax vouchers
Per-asset waterfall, withholding tax, Dutch dividendnota, SEPA payouts. The same engine that runs full-fund distributions, scaled to a single-asset SPV.
Multi-SPV portfolio view
Run 1, 10 or 100 SPVs from one dashboard. Aggregate exposure per investor, consolidated reporting per syndicate lead, single sign-on for subscribers across all your SPVs.
Related
Dutch CV fund
Limited partnership, when you outgrow SPVs.
Dutch Cooperative
Fund vehicle with members; also feeder or hold-co.
Set up a fund in NL
Compare every Dutch vehicle.
Emerging managers
Pre-flagship SPV-led track records.
Family offices
SPVs for co-invest and club deals.
AIFMD reporting software
Annex IV and sub-threshold support.
Dutch SPV, frequently asked questions
What is a special purpose vehicle (SPV)?
A special purpose vehicle is a legal entity created for a single, narrowly defined purpose, usually to hold one asset, do one deal, or pool capital from a small group of investors for a single transaction. In the Netherlands, an SPV is almost always a private limited company (BV), occasionally a coöperatie or a stichting administratiekantoor (STAK) where governance separation is needed.
When should I use an SPV instead of a fund?
An SPV makes sense for deal-by-deal investing, single-asset co-invests, syndicates with rotating investor groups, hold-cos for one portfolio company, and feeder structures into a master fund. If you are pooling capital for a programmatic strategy with a defined investment policy across multiple assets, a fund vehicle (CV, FGR or coöperatie) is usually the better wrapper.
Is a Dutch SPV subject to AIFMD?
Possibly. AIFMD captures any vehicle that (i) raises capital from a number of investors, (ii) invests according to a defined investment policy, and (iii) is not an operating business. Even a single-asset SPV with multiple investors can qualify as an AIF. Below the €100m (leveraged) or €500m (unleveraged closed-end) thresholds, the manager can register under the lighter sub-threshold regime instead of holding a full AIFMD licence. Caproom runs the scope test for every SPV you create.
How long does it take to set up a Dutch SPV?
A standard BV-based SPV can typically be incorporated in 5–10 working days: notarial deed of incorporation, KVK registration, bank account opening (usually the bottleneck), and Caproom administration go-live in parallel. Adding a depositary or AIFMD sub-threshold filing adds 2–4 weeks.
What is the difference between a deal SPV and a syndicate SPV?
A deal SPV holds one specific asset, typically with a closed investor group locked until exit. A syndicate SPV is a recurring wrapper used by a syndicate lead to pool a rotating set of co-investors across multiple deals, with each deal allocated to a separate share class or sub-fund. Caproom supports both, same KYC, cap table and distribution engine.
What are the Dutch tax implications of an SPV?
A Dutch BV-based SPV is opaque for tax, it is subject to Dutch corporate income tax (Vpb) at the prevailing rates on taxable profit, and dividends are subject to Dutch dividend withholding tax, currently 15%, unless a treaty or the EU Parent-Subsidiary Directive reduces it. The participation exemption usually shelters capital gains on qualifying participations (≥5%). For tax-transparent pooling, a closed CV or closed FGR is the alternative.
Can I run multiple SPVs on Caproom?
Yes, Caproom is built for managers running programmatic SPV strategies. One organisation, many SPVs, aggregated investor view, consolidated reporting, and a single subscriber sign-on across every SPV they participate in.
Launch your next Dutch SPV in weeks, not months
From the term sheet to the first capital draw on one platform, drafting, KYC, cap table, distributions, AIFMD. Built by a former Dutch fund formation lawyer.