Organizations in this hub have their headquarters located in The Netherlands, Europe; notable events and people located in The Netherlands are also included. This list of venture capital investors headquartered in The Netherlands provides data on their investment activities, fund raising history, portfolio companies, and recent news. In the Netherlands, an investor is currently able to buy index funds in the form of exchange-traded funds (ETFs) through a bank or broker and there are some companies offering index mutual funds. Fax the completed form and additional required documents to the Administrator at +353 1 2417146. Aqua-Spark is a global investment fund based in Utrecht, the Netherlands that makes investments in sustainable aquaculture businesses that generate investment returns, while creating positive social and environmental impact. Security of Things Fund. A CV is a limited partnership for the purpose of a durable co-operation between one or more managing (or general) partners (beherend vennoten), each with unlimited liability, and one or more limited partners (commanditaire or stille vennoten) who are not personally liable towards third parties for the obligations of the CV in excess of the amount they have contributed or have agreed to contribute to the CV, unless the names of the limited partners (or characteristic elements of their names) are used in the name of the CV or the limited partners engage in any act of management or control (daden van beheer) or are involved in any activities of the CV (even by virtue of a power of attorney – volmacht). With respect to an AIF whose units are not transferable or in case an exemption applies as a result of which there is no prospectus requirement, a prospectus including the information required pursuant to article 23 AIFMD should be made available and published on the AIFM’s website, to be supplemented with particular information deemed important for retail investors as set out in the retail top-up regime (such as, inter alia, certain (specific) information about the fund, the (co-) policy makers, changes in conditions, the provision of information, the fund activities and investment strategy, costs and remuneration, participation rights, risk profile of the fund, valuation of assets, etc). As the authorisation pursuant to the AIFMD is, in principle, limited to professional investors, managers who intend to offer interest in the AIF they manage to non-professional investors (retail) in the Netherlands should comply with the so-called retail top-up. Under Dutch law, the regulatory regime and supervision with respect to investment funds is the concern of the manager of an investment fund, rather than the investment fund itself (unless the latter is managed internally). Typically, the investments made by buy-out funds and venture capital funds in their portfolio companies are eligible for the participation exemption. Furthermore, AIFMs have to prepare a key investor information document similar to the UCITS KID (UCITS-like KID) (in the Dutch language) for each new AIF they are marketing and provide this to the investors prior to them investing in the AIF. In general, private individuals invest in liquid funds, for the purpose of their asset management. Take “Spec IV”, for example, an investment fund registered in the British Virgin Islands. Get in touch! the AIFM manages directly – or through an undertaking with which it is linked through common management, common control or a qualified holding – portfolios of AIFs whose assets under management (AuM) in total do not exceed (the AuM Thresholds): EUR500 million if all the AIFs managed by the AIFM are unleveraged and there are no redemption or repayment rights exercisable with respect to interests in the AIFs for a period of five years following the date of the acquisition of the interests in the respective AIFs; and. Why Open a Holding Company in the Netherlands? Also, semiannual accounts will have to be published. However, Dutch law allows the liability of the members to be limited or excluded in the articles of association. Why is Holland an Attractive Country for Investors? A member of a co-operative U.A. a structure chart of the AIF and all connected entities; the fund agreement and other contractual arrangements between the vehicle and the investors; the prospectus in which the information required pursuant to article 23 AIFMD is contained; and. Exemptions to the general licence requirement are available in the following instances: The Dutch legal forms commonly used for investment fund formations are a CV, a Coop, an FGR and/or a BV. This is no different when it comes to the supervision of AIFMs on the basis of the Dutch implementation of the AIFMD. Central to the way BNP Paribas Investment Partners works is the concept of partnership – both in terms of how it behaves as a family of companies and its relationships with its clients. In principle, there are no investment limitations, other than those included in the authorisation (licence or registration). The (managers of) retail investments funds have to be authorised on the basis of either the Dutch implementation of the AIFMD and the AIFMD retail top-up regime, or the Dutch implementation of the Directive 2009/65/EC of 13 July 2009 undertakings for collective investment in transferable securities (as amended) (UCITS). AIFs that currently produce a UCITS-like KID under the national retail top-up regime can benefit from an exemption to the PRIIPS KID requirements under the PRIIPS Regulation until 31 December 2021. Copyright © 2011 - 2020 Company Formation Netherlands. Dutch banks generally have investment funds on offer. In order to obtain approval, a so-called notification form investment institution should be submitted to the AFM, with the following attached: The AFM has one month to decide on the application, which can be extended by one month. For all practical purposes, there are no material restrictions on borrowing funds, provided that funds are attracted from professional market parties (eg, banks, pension funds and those persons that commit at least EUR100,000). in the Netherlands. With respect to authorised AIFMs with a retail top-up, in principle no investment limitations apply. Fred. Insights. interests in each AIF managed by the AIFM may only be marketed (the Placement Restrictions): to professional investors within the meaning of section 1:1 of the AFS; for a countervalue of at least EUR100,000 per investor, with the amount of EUR100,000 to be provided at once. if made public, the annual accounts of the UCITS of the two preceding years (on the basis of article 4:50 AFS). govt bonds, stocks, commodities, mutual funds, etc) What medium/website/service do yo guys use? There are no restrictions on the types of investors that can invest in a retail fund. Whether you are launching, operating, lending to or investing in a fund or an alternative indirect investment vehicle, you need to overcome legal hurdles which may be from a domestic and/or cross-border perspective. In order to be able to make use of this exemption, each of the following conditions have to be met by the AIFM: The AFM clarified that the following conditions should be met, in order to make use of this Placement Restriction,: It is possible to meet more than one Placement Restriction, but it is not possible to combine Placement Restrictions. An FGR that elects to be treated as VBI is fully tax exempt – ie, the VBI is not subject to Dutch corporate income tax and its profit distributions are not subject to Dutch dividend withholding tax. If a Dutch AIFM holds a licence pursuant to the Alternative Investment Fund Managers Directive (Directive 2011/61/EC – AIFMD), it is in principle only authorised to offer the interests in the AIF it manages to professional investors within the meaning of the AFS. A shareholder of a BV is, in principle, not personally liable for acts performed in the name of the company, and does not have to contribute to the losses of the company in excess of the amount to be paid up on his shares. AIFMs have to prepare a UCITS-like KID (in the Dutch language) for each new AIF they are marketing, and provide this to the investors prior to investing in the AIF. is not personally liable for any deficit of the Coop. Amsterdam-based businessman Abraham van Ketwich (also known as Adriaan van Ketwich) is often credited as the originator of … I was wondering how do you guys invest your hard earned money. In addition, the retail top-up regime, inter alia, requires the manager to comply with certain additional compliance, information and reporting requirements. Some of the Largest Pension Funds in the Netherlands Assets are in million EUR, as of 2019. The licence requirements relate to, inter alia, the suitability and trustworthiness of the board members, the operational and control structure, the management of potential conflicts of interests, the appointment of a depositary, solidity and minimum own funds requirements. Roeskestraat 1001076 ED AmsterdamNederland. Recent News. Depending on the chosen structure, the registration requirements for the Dutch fund will be established. However, a limited partner may be held liable for obligations of the CV if: If the articles of association do not provide otherwise, members and former members of a Coop are liable for deficits upon liquidation or bankruptcy. The first (recorded) professionally managed investment funds or collective investment schemes, such as mutual funds, were established in the Dutch Republic. The AFM may be described as a supervisor who duly considers the legal basis for its supervision and enforcement, while adopting a rather pragmatic approach if possible. All rights reserved. To manage these assets as responsibly as possible, it is our ambition to achieve attractive and sustainable investment returns for our customers, in a responsible way. The fund manager typically prepares the main fund agreement, management agreement and subscription agreement for investors to review. On the basis of their home country rules implementing the AIFMD, authorised AIFMs from other EEA Member States may also be required to provide a prospectus when marketing to Dutch investors, pursuant to article 32 AIFMD. Certain other operational requirements are also relevant, such as customer due diligence requirements on the basis of the Dutch implementation of the (revised) Fourth Anti-Money Laundering and Terrorist Financing Directive, which is applicable to Dutch UCITS. Furthermore, the non-EEA country where the AIFM is established should not be listed as a non-co-operative country for the purposes of the Financial Action Task Force (FATF). If the AIF is managed or marketed to professional investors outside the Netherlands, a marketing passport needs to be complied with, pursuant to the Dutch implementation of article 32 AIFMD. It is a contractual arrangement sui generis (often referred to as its terms and conditions) between a manager and its investors (ie, the participants), obliging the manager to invest and manage assets contributed by the participants for their joint account. The legal framework applicable to the Dutch investment funds is comprised of different legal acts, depending on the types of vehicles they regulate. The fund focuses on renewable energy, organic farming, nature and landscape development and sustainable construction. The taxation of the investment funds that are available in the Netherlands is done based on the type of fund selected for registration. However, the following more general restrictions may apply, which are relevant for all borrowers located in the Netherlands. Please see 2.3.8 Approach of the Regulator. Over 800 investment professionals work across its network of some 60 investment centres, each specialising in a particular asset class or type of product. Both the participations in the FGR and the shares in the NV BMVK can be listed on a stock exchange. For example, closed-ended funds in the Netherlands are regulated by the Prospectus Directive, implemented following the legislation applicable in … The NV has legal personality and capital divided into shares. Seed VCs. (e.g. We also have significant experience in the marketing of foreign funds in the Netherlands, including the listing of non-Dutch funds on the Amsterdam stock exchange. 4impact. There are also multiple Dutch family offices and multi-family offices/asset managers, high net worth individuals and regional public investment institutions that invest in funds. From a regulatory perspective, AIFMs under the Small Managers Regime may only offer the interests in each AIF in accordance with the Placement Restrictions. In principle, the authorised AIFM with a retail top-up will have to meet all (disclosure) requirements that apply for authorised AIFMs under the fully licensed regime (as set out in 2.1.2 Common Process for Setting up Investment Funds). The Netherlands furthermore provides for two specific fund regimes that may be used for specific strategies, being the exempted investment institution (vrijgestelde beleggingsinstelling – VBI) and the fiscal investment institution (fiscale beleggingsinstelling – FBI), which is a Dutch REIT regime. Other than the specific requirements on leverage and borrowing that can be derived from the AIFMD and UCITS, there are generally no specific restrictions, issues or requirements in relation to borrowing by funds in the Netherlands. The letters W.A. The (managers of) retail investment funds have to be authorised on the basis of either the Dutch implementation of the AIFMD and the AIFMD retail top-up regime, or the Dutch implementation of UCITS. The FGR is not dealt with in Dutch corporate law. If you need additional information on the, According to recent statistics, between the 4. A Coop does not have capital divided into shares or units. Annona support and invests in growing companies active in agro-commodities and tourism in Latin- and Central America. If the AIF has no legal personality, the legal ownership of the assets under management have to be held by a separate legal entity whose sole object stated in the articles of association is holding the legal ownership of the assets of investment funds. Hedge Funds, Debt Funds, Real Estate Funds. The fund documentation generally provides that such consent shall be deemed to have been given if an investor has not declined its approval within four weeks of the date on which the request for approval was sent. The closed character requires that any admission or substitution of a limited partner, as well as any change in relative interests among the existing limited partners, is subject to the prior unanimous consent of all partners, both general and limited partners. The changes will largely take effect from 2 August 2021. such member voluntarily assumes liability for the obligations of the Coop. And we are actually quite proud of that. Read the full publication of Jeroen Smits and Rogier Raas on the website of the ICLG (International Comparative Legal Guides). Please also see 3.1.4 Disclosure Requirements. In 2015, 93 investment projects came from Asia, followed by 75 from North America and 30 from Europe. The Netherlands is a commonly used jurisdiction for the formation of investment funds, and has a sophisticated, clear and flexible legal and governance system. Compared to other jurisdictions, including European known countries. The AFM will grant a licence to a manager upon application, if the manager meets the requirements under Dutch law. The FBI is subject to Dutch corporate income tax at a rate of 0%. Depending on the regulatory regime of the investment fund (please see below), (regulatory) approvals and/or registrations will first need to be obtained and/or made before the fund manager may approach potential investors. It covers the entire chain of services and has become a leader and developed specialty know-how in the key alternative asset classes, including private equity, fund of funds, infrastructure, real estate, and private debt. Aglaia Oncology Funds. European headquarters in the Netherlands The Netherlands has solidly established itself as a leading site for European headquarters. This is considered an apparent benefit of the FBI regime compared to other investment tax regimes (including the Dutch VBI regime), where (foreign) withholding taxes suffered in connection with the investment portfolio are often neither creditable nor refundable, as a consequence of which such withholding taxes will be a fund cost reducing the return on investment. - the BV can be subject to the regular or the FII regimes; - the NV can be subject to all 3 regimes; - the cooperative will be taxed under the regular regime only; - the CV can be subject to the regular regime if it is set up as an opaque investment fund; - the FGR can be subject to all 3 regimes if it is set up an opaque fund. Guided Investing makes it easy for you, with online support for your choices. Please see 2.1.2 Common Process for Setting up Investment Funds regarding the registration and/or approval requirements for AIFMs and AIFs pursuant to the Dutch implementation of the AIFMD. The AFM charges EUR4,400 for a registration. Find the top rated Europe Stock mutual funds. Investors in the Netherlands can open several types of funds or use the available types of legal entities in order to form their investment portfolio. The FBI is required to meet statutory requirements as to its shareholders and leverage restrictions. Investment funds in the Netherlands 9 2.2Noncorporate entities 2.2.1Limited partnership (CV) A ‘commanditaire vennootschap’or CV is the Dutch equivalent of a limited partnership, i.e., a contractual arrangement between one or more general partners and one or more limited partners jointly to undertake activities with a view to profit. Hedge funds and retail funds in the Netherlands are regulated through a special set of laws. ICLG - Public Investment Funds Laws and Regulations - Netherlands covers common issues in public investment funds – including registration, regulatory framework, marketing of public funds and tax treatment – in 16 jurisdictions. The Dutch Ministry of Foreign Affairs has made available €160 million to increase the resilience of communities and ecosystems most vulnerable to climate change. (e.g. With respect to custody services, a licence pursuant to MiFID II (2014/65/EU) may be required. However, although the FGR is not a legal entity (rechtspersoon) or a partnership (personenvennootschap), but a contractual arrangement sui generis, the possibility of a FGR being requalified as a partnership (maatschap/vennootschap onder firma) or a limited partnership (commanditaire vennootschap) among the manager, the title holder and the investors (ie, the participants) or among the participants cannot be ruled out if, as a factual matter, it meets the constitutive requirements of such a partnership. Step 2. An undisclosed right of pledge is created either by way of a notarial deed or by way of a security agreement that is registered with the Dutch tax authorities for date-stamping purposes. Traditional subscription financing remains the main type of financing selected by funds in the Netherlands, although there has been an overall increase in the use of financing by funds, including fund-level leverage. Also, the legal ownership of the assets under management of the UCITS has to be held by a separate legal entity whose sole object as stated in the articles of association is holding the legal ownership of the assets of investment funds. This includes hedge … The parties involved are the manager, the titleholder and at least one participant. A Dutch AIFM that meets the AuM Thresholds and the Placement Restrictions as set out above and wants to make use of the Small Managers Regime needs to register itself and the AIF it manages/intends to market with the AF, by submitting a registration form (including, inter alia, an overview of the AuM and a description of the investment strategy). The Benefits of a BV Company in the Netherlands, The Main Provisions of the Dutch Work and Care Act, Hire a Knowledge Migrant in the Netherlands, The Advantages of Opening an LLC in the Netherlands, Main Differences between a Dutch Subsidiary and a Branch, Dutch Participation Exemption (PE) Scheme, Alternatives for UK Companies After Brexit. An FGR is considered a Closed FGR if either the participations in the FGR are not transferable other than to the FGR itself by way of redemption, or if the participations are transferable only with the consent of all other participants. For instance, pursuant to article 130-143 of the Decree, restrictions apply with respect to specified categories of financial instruments in which the assets under management will have to be invested, and specific investment limits apply in that respect. BFly Ventures. Usually, the investment strategy of the fund will be made clear at the outset, e.g. For example, debt funds may be structured as a closed FGR. However, if the AIFM complies with the “retail top-up regime” (as further discussed under 3 Retail Funds), the AIFM may also offer interests to non-professional investors in the Netherlands. An important consequence of incurring leverage at the level of a Dutch fund is that, depending on the structure of the fund and the details of the financing, the relevant manager may be required to obtain authorisation in the Netherlands. Such a "fiscal investment institution" is subject to Dutch corporate income tax at a 0% rate, but may be entitled to the benefits of the Dutch tax treaty network. 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