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. The fund is taxed in its own right only where it is an investment fund under financial supervision law and its participations are tradeable; otherwise it is transparent and results are attributed to the participants.
How Caproom helps
Qualification 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 taxed in its own right?
Since 1 January 2025 two conditions have to be met together: the fund qualifies as an investment fund under Dutch financial supervision law, and its participations are tradeable. The old route, a clause requiring unanimous consent of all participants for any transfer, no longer decides this. Where a fund meets the definition and is at the same time a transparent legal form, such as a CV, the fund qualification takes priority.
Is an FGR tax-transparent?
It is where the participations are not tradeable. In principle that means the terms provide that a participant can only dispose of participations to the fund itself, against the fund's own assets. The fund is then not liable to Dutch corporate income tax and its results are attributed directly to the participants. A transfer to a third party remains possible, but only if it runs through the fund on the conditions the 2025 rules set. 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.
What changed on 1 January 2025
The Wet aanpassing fonds voor gemene rekening replaced the old consent-based test, and the open/closed distinction went with it. Funds that were transparent for years can now be taxed at fund level without a single change to their terms.
- The test: the fund is taxed in its own right only where it qualifies as an investment fund under financial supervision law and its participations are tradeable.
- Keeping participations outside tradeability: the terms provide that a participant can only dispose of participations to the fund itself, against the fund's own assets. This has to be stated expressly.
- Secondary transfers: a transfer to a third party is still possible, provided it runs through the fund and is documented and charged on the conditions the rules require.
- Priority: where a fund meets the definition and is also a transparent legal form, the fund qualification prevails.
- Remediation: amended fund terms plus a participants' resolution, or conversion to a CV or a BV/VBI where transparency cannot be preserved. A transitional route applies to funds restructuring for this reason.
Use an FGR for your next fund
Talk to a former Dutch fund formation lawyer, the same person who built Caproom.