Professional foreign investors may set up investment funds in the Netherlands in accordance with the local legislation. They can also use one of the legal entities provided for in the Dutch Commercial Code. It is important to know that investors can use both corporate and non-corporate entities, such as funds for joint account, when establishing their investment funds in the Netherlands. As for the corporate entities they can employ are:
Our company registration agents in the Netherlands can assist foreign investors in setting up both types of companies as investment fund vehicles.
The company registration procedure for a Dutch private limited company or for public company as an investment vehicle is the same as for any commercial activity. The first step to follow is to register the company with the Dutch Trade Register. As a public company, the NV must have a minimum share capital of 45,000 euros. Both the BV and the NV used as investment vehicles in the Netherlands may issue ordinary, priority or preference shares. However, only the NV may trade these shares on the Dutch or other capital markets. With respect to shareholders, they must provide their details with the Trade Register no matter if the fund is licenses or not by the Dutch financial authority.
Depending on the type of investment fund to be set up, there are certain restrictions related to the directors of the BV or NV used for this purpose.
While the corporate structures for both the BV and NV remain the same when using them for investment purposes, investors should know that the manager of the fund must be licensed under the AIFM (Alternative Investment Funds Manager) Directive. The manager of the fund may be an individual or a company domiciled in the Netherlands or the EU. AIF mangers registered outside the EU may also offer their services in the Netherlands.
For complete information on the legislation governing investment funds in the Netherlands, please feel free to contact us. You can also rely on our Dutch company formation consultants for establishing an investment fund here.