Setting Up Your Private Equity or Venture Capital Fund in the Netherlands: A Practical Guide for Fund Managers

Selecting the right fund domicile is no longer a back-office task—it is a strategic foundation for long-term success. For managers setting up a VC fund, private equity structure, or any form of investment fund setup, the Netherlands has become one of Europe’s most reliable and efficient jurisdictions.

Whether you are an EU manager planning a new fund set up, or a global manager looking to access European investors, the Dutch market offers regulatory clarity, tax flexibility, and a stable ecosystem built for PE and VC growth.

Why the Netherlands? A Stable and Scalable Launchpad

The Netherlands has emerged as a highly attractive jurisdiction for sub-threshold AIFMs under the AIFMD-light regime. This framework reduces compliance burdens while maintaining legal certainty, making it ideal for managers setting up a VC fund for the first time or expanding an existing structure.

Key strengths include:

• Predictable regulation and clear supervisory standards
• Ability to domicile, raise capital and invest—all in one jurisdiction
• Investor familiarity and strong institutional trust
• A favourable tax environment offering both transparent and opaque vehicles
• Access to global and EU-based LPs
• A smooth pathway from light regime to EuVECA or full AIFMD

Between 2019–2023, AIFMD-light registrations grew by 50%, while assets increased 79%, driven largely by private equity and venture capital funds. This reflects long-term structural demand—not a temporary trend.

Scenario 1: EU Managers Establishing a Dutch Fund

Regulatory Overview

For EU fund managers, the Netherlands offers one of the most straightforward environments for investment fund setup.

Highlights:

• AFM notification-based registration

• Fee: EUR 4,400 per manager
• Marketing allowed two weeks after filing

• Marketing flexibility

• To investors committing ≥ EUR 100,000
• To professional investors
• To up to 150 investors

• Ongoing obligations

• Annual AFM reports
• AML compliance
• Sustainability disclosures
• Significantly lighter than full AIFM rules

Scaling Up: EuVECA, EuSEF or Full AIFM

If your fund set up ambitions extend beyond the light regime thresholds, the Dutch framework offers clear pathways:

• EuVECA for venture funds
• EuSEF for social impact funds
• Full AIFMD authorisation for EU-wide marketing rights

These regimes require more substance and governance but significantly strengthen investor confidence and cross-border fundraising.

Tax Structures for Dutch Fund Set Up

When setting up a VC fund or private equity structure in the Netherlands, most managers choose between two primary vehicles:

1. Dutch Limited Partnership (CV) – Tax Transparent

• Ideal for PE/VC structures
• Follows the familiar GP/LP model
• Fully tax-transparent
• Allows blockers or parallel structures as needed

2. Dutch Cooperative – Tax Opaque

• Corporate entity with treaty access
• Participation exemption for qualifying investments
• Provides a tax blocker between investments and investors
• Widely used among international funds

Management fees, GP commitments and carried interest can be optimised for tax efficiency. Management services may also be VAT-exempt when provided to qualifying funds.

Scenario 2: Non-EU Managers Targeting Dutch Investors

Non-EU managers may use the National Private Placement Regime (NPPR) to market Dutch investors or establish a vehicle for broader European access.

Two pathways apply:

Sub-Scenario I: Manager from a Non-Designated State

Marketing allowed to:

• Professional investors, if cooperation agreements exist with the AFM

Requirements:

• Pre-marketing notification within two weeks
• Marketing notification enabling immediate outreach
• No AFM fees

Ongoing obligations:

• Reporting to the Dutch Central Bank
• AIFMD-compliant prospectus
• Audited annual accounts
• Anti-asset–stripping rules for EU portfolio companies

Sub-Scenario II: Manager from a Designated State

(Guernsey, Jersey, USA, Hong Kong)

These managers benefit from broader access.

Advantages:

• May market to both professional and retail investors
• Pre-marketing and marketing notifications required
• No AFM fees
• Additional reporting obligations for retail offerings

Tax structuring options mirror those available to EU managers, ensuring flexibility in investment fund setup.

Full AIFMD Authorisation: For Larger or Scaling Managers

If your strategy exceeds the threshold limits, the AIFM must obtain a full AFM licence.

Requirements include:

• Capital adequacy
• Depositary appointment
• Portfolio and risk management policies
• Governance and compliance frameworks
• Conflicts-of-interest procedures

The licensing process takes up to 26 weeks. Once authorised, managers can market across the EU under the AIFMD passport.

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