Fund Formation
A working guide to establishing a fund in the Netherlands, built around the five main decisions that determine the outcome: jurisdiction, vehicle, regulatory regime, documentation and incorporation, and approvals through to first close. Written for managers raising their first or their next fund.
Second-close equalisation is routinely described as a simple pro-rata catch-up. In practice, it involves at least three distinct legal and mathematical legs: invested capital and expense catch-up, management fee true-up, and equalisation interest. Here is how excused investments, fee calculations and side letter provisions break standard spreadsheets.
Luxembourg is the historical default for European funds, but a default is not an analysis. A practitioner's comparison of the Dutch and Luxembourg frameworks on vehicle, regulation, marketing and cost, and when the Netherlands or Luxembourg are the right call.
The operational pitfalls I have seen most often once a fund has closed: economics that drift away from the signed documents, side letters nobody applies, equalisation and default mechanics done by hand, reporting that cannot meet investor deadlines, and rules everyone assumes someone else is monitoring.
AUM ADVISED ON BY THE FOUNDER SINCE 2017
Years of Dutch fund formation and corporate practice
Compliant data processing
Security posture
Request security posture memoAUM ADVISED ON BY THE FOUNDER SINCE 2017
Years of Dutch fund formation and corporate practice
Compliant data processing
Security posture
Have questions about Caproom? We'd love to hear from you. Reach out directly or schedule a call.
Jacob Bontiusplaats 9, 1018 LL Amsterdam, The Netherlands
A 30-minute call with the founder, a former fund formation lawyer. No discovery deck, no qualification gate. Bring a draft term sheet or just your structuring questions.
Built by Duco Poppema, former Dutch fund formation and corporate lawyer, in practice from 2017 to 2026, recognised in Legal 500.
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