Fonds voor gemene rekening
The contractual Dutch fund vehicle, explained
A fonds voor gemene rekening (FGR) is an agreement under which participants pool assets for collective investment, managed by a beheerder (manager) and held by a bewaarder (depositary) on their behalf. It is not a legal entity and has no legal personality: it exists only as the fondsvoorwaarden (fund terms) that bind those three parties. Whether it is transparent for Dutch tax purposes depends entirely on how those terms are drafted.
What defines an FGR
- No legal entity. There is no incorporation, no notarial deed and no registration of the fund itself in the Chamber of Commerce register. The manager and the depositary are registered; the fund is the contract.
- Legal ownership sits with the depositary, economic entitlement with the participants. Participants hold participaties (units) measuring their share of the pool, not a direct claim on any single asset.
- Tax treatment follows the terms, not the label. A besloten (closed) FGR is transparent and not liable to Dutch corporate income tax; an open FGR is opaque and Vpb-liable in its own right.
How Caproom helps
Open versus closed diagnostic
We test your intended terms against the current statutory conditions before drafting, so the tax position is designed rather than discovered at the first return.
End-to-end formation
Fund terms, depositary agreement and management agreement, all driven by one term sheet so the documents cannot contradict each other.
Administration
Capital accounts, NAV, capital calls, distributions and per-participant tax statements from first subscription onward.
One contact
Drafted by a former Dutch fund formation lawyer, with no hand-off between counsel and administrator.
Fonds voor gemene rekening, FAQ
What is a fonds voor gemene rekening?
An agreement under which participants pool assets for collective investment for their joint account, managed by a beheerder and legally held by a bewaarder. It has no legal personality, so it cannot own assets or enter into contracts in its own name. It is the standard wrapper for Dutch investment funds that do not need a corporate form.
When is an FGR closed (besloten) and when is it open?
Since 1 January 2025 the test turns on tradeability and offering scope: whether participations can be transferred to third parties, and whether the fund is offered to a defined or an undefined group of participants. The old route, a clause requiring unanimous consent of all participants for any transfer, is no longer decisive on its own.
Is an FGR tax-transparent?
A closed FGR is. It is not liable to Dutch corporate income tax and its results are attributed directly to the participants, who are taxed in their own jurisdiction. An open FGR is opaque and Vpb-liable in its own right, which is generally neutralised by structuring it as a VBI or an FBI. This is the single most consequential drafting decision in the fund terms.
Does an FGR need a notarial deed or a KvK registration?
The fund itself needs neither. It is formed by signing the fund terms, so there is no notary and no registration of the fund in the trade register. The manager entity and the depositary are separate legal entities and are registered. This is why an FGR can be stood up in weeks where a CV or a BV takes longer.
Open versus closed after 1 January 2025
The Wet aanpassing fonds voor gemene rekening replaced the old consent-based test. Funds that were transparent for years can now be open by operation of law without a single change to their terms, and the consequence is corporate income tax at fund level.
- Tradeability: whether participations can be transferred to parties other than the fund itself or the existing participants. Restricted redemption by the fund is the usual way to keep transfers closed.
- Offering scope: whether the fund is offered to a defined group or to an undefined public. A fund marketed broadly can fall on the open side even where transfers are restricted.
- Consequence of open status: the fund becomes Vpb-liable in its own right and distributions come within scope of dividend withholding tax, unless a VBI or FBI regime applies.
- Remediation: amended fund terms plus a participants' resolution, or conversion to a CV or a BV/VBI where transparency cannot be preserved.
Use an FGR for your next fund
Talk to a former Dutch fund formation lawyer, the same person who built Caproom.