Alternative Funds 2026 Comparisons

Alternative Funds

The Netherlands is an established jurisdiction for alternative investment funds and managers. The jurisdiction combines a flexible corporate and contractual fund structuring framework with a stable legal and regulatory environment, an extensive tax treaty network and an experienced, internationally oriented and cost-efficient professional services sector.

Common fund structures include:

• limited partnerships (commanditaire vennootschappen);
• funds for joint account (fondsen voor gemene rekening);
• the co-operative (coöperatie); and
• other corporate legal entities (see also 2.1 Types of Alternative Funds and Structures).

The Netherlands has traditionally been used for private equity and real estate funds, and is now also an increasingly favoured domicile for venture capital, infrastructure and energy transition funds, private credit and other impact funds, among others. Its central European location and well-developed financial and fund services sector make it an attractive structuring and investment platform for investment managers and other sponsors.

Managers

The Netherlands accommodates both established alternative investment fund managers (AIFMs) and a growing community of independent and emerging managers managing boutique investment strategies. AIFMs are commonly established as Dutch private limited liability companies (besloten vennootschappen, or BVs). A manager whose assets under management (AUM) remain below the applicable Alternative Investment Fund Managers Directive (Directive 2011/61/EU, or AIFMD) thresholds may, subject to specified conditions, operate under the lighter Dutch registration regime. Larger managers, and managers wishing to access the European marketing passport, generally opt for full authorisation from the Dutch regulator: the Authority for the Financial Markets (Autoriteit Financiële Markten, or AFM). An authorised AIFM may manage and market qualifying EU alternative investment funds to professional investors throughout the EU using the AIFMD management and marketing passports.

The Netherlands is also used by international (non-EU) sponsors as a platform for European fund management, investment activities and fundraising, provided that the relevant Dutch entity has sufficient substance and performs genuine functions in the Netherlands.

Investors

The Netherlands hosts a substantial number of domestic institutional investors, led by pension funds and insurance companies in terms of AUM (an allocation of circa EUR275 billion to private assets in 2025), alongside banks, asset managers, family offices, high net worth individuals and public or development-oriented investors. At the same time, private market products are becoming more accessible to high net worth and – where the applicable regulatory requirements are met – retail investors, including through feeder funds and semi-liquid structures. There is a growing trend where Dutch pension funds and insurers in particular are significant investors in international as well as Dutch alternative funds, and have increased their allocations to private equity, private credit, infrastructure and other private assets.

AIFMD II Implementation

The Dutch legislation implementing AIFMD II (in effect the Dutch Financial Supervision Act – Wet op het financieel toezicht, or Wft) entered into force on 29 May 2026, with certain provisions taking effect on 16 April 2027. This long-awaited industry reform introduces specific requirements on delegation, liquidity management tools for open-ended funds, cross-border depositary arrangements and a dedicated regime for loan-originating alternative investment funds (AIFs), including net asset value-based leverage caps for both open-ended funds and closed-ended funds, and lending concentration restrictions. The AFM supervises compliance with the new rules.

Operational Resilience and Outsourcing

Following the implementation of the Digital Operational Resilience Act (Regulation (EU) 2022/2554, or DORA), the AFM has intensified its supervision of ICT risk management, digital resilience testing and outsourcing contractual arrangements with third-party ICT providers. This is particularly relevant to authorised AIFMs that outsource substantial operational and technology functions.

In addition, the Dutch Cybersecurity Act (DCA) came into force on 15 August 2026 and applies to qualifying Dutch organisations delivering “essential” or “important” services across 18 listed sectors, including those active in the “financial market infrastructure” sector. The DCA covers institutions not directly covered under DORA, underlining the importance of the topic for the broader financial sector in the Netherlands.

Increase in Private Market Exposures

Dutch institutional investors’ increasing allocation to private equity, private credit and other illiquid strategies has prompted closer supervisory attention on valuation practices, liquidity risk management, transparency and the monitoring of portfolio concentration risks, among other matters. Increased private market exposure presents opportunities, but it also requires close regulatory oversight to identify and manage associated risks effectively. This is even more important as alternative investment products become more accessible to high net worth and retail investors.

Digital Assets

Tokenisation and digital assets remain emerging rather than mainstream features of the Dutch alternative funds market. MiCAR has created a regulated EU market for crypto-asset service providers, whereas tokenised AIF interests generally remain financial instruments governed by the existing AIFMD and securities law framework. Managers exploring these structures must therefore combine the established fund rules with additional custody, technology, AML and operational risk controls.

Carried Interest Reform

The Dutch 2026 Tax Plan increases the effective tax burden on carried interest plans as of 2028.

Fund Tax Regimes

With effect from 1 January 2025, Dutch limited partnerships (commanditaire vennootschappen, or CVs) and their foreign equivalents are transparent for Dutch tax purposes unless they meet the statutory criteria for a non-transparent contractual fund for joint account (fonds voor gemene rekening, or FGR). The main practical issue is now the application of the criteria that would classify a (transparent in principle) CV as a tax opaque FGR; see 2.4 Tax Regime for Funds for more details.

The principal alternative fund strategies are private equity, venture capital, private real estate, infrastructure, private credit and developed/developing market-focused impact funds. The Netherlands is frequently used as a domicile for fund of funds, secondary funds and, albeit to a lesser extent, hedge and other trading strategies.

Typical Alternative Fund Structures

Dutch AIFs are most commonly structured as:

• a limited partnership (commanditaire vennootschap, or CV);
• a co-operative (coöperatie);
• a contractual fund for joint account (fonds voor gemene rekening, or FGR);
• a private limited liability company (besloten vennootschap, or BV); or
• a combination of these vehicles, including parallel funds and feeder arrangements.

CVs and co-operatives are commonly used to set up closed-end private equity, venture capital, infrastructure and impact funds. FGRs (a contractual form similar to the Irish CCF and Luxembourg FCP) are frequently used for real estate, private credit, hedge fund and other strategies requiring flexible subscriptions, redemptions or unit classes, although CVs are also used for closed-end real estate and credit strategies. Corporate vehicles (such as the co-operative and BV) are generally selected where legal personality or membership interest/share classes are preferred.

The final election for an alternative fund’s structural form is driven primarily by the intended investor base, investment strategy (including investment geographies and instruments used), liquidity arrangements and governance requirements, rather than solely by the fund asset class.

Hybrid Structures

Evergreen and hybrid/semi-liquid structures are increasingly used, but fixed-term, closed-end funds remain the predominant model for Dutch private equity, venture capital and infrastructure funds. Evergreen structures are prevalent for impact debt funds, private credit, real estate and diversified private market strategies where investments generate recurring income or can be continuously originated. They remain less common than traditional closed-end structures and require considered alignment between investor liquidity rights and the liquidity offered by the underlying portfolio.

The regulation of AIFs attaches to the AIFM rather than to the fund itself, except where the fund is internally managed. Under the Wft, it is in principle prohibited to manage an AIF or market interests in an AIF in the Netherlands without obtaining a licence from the regulator, unless an exclusion or exemption applies (ie, the sub-threshold registration regime).

Licensing Regime

A full AIFM licence creates requirements relating to the following, among other matters:

• the fitness and properness of AIFM board members;
• operational, risk and portfolio management policies and controls;
• conflicts of interest management;
• valuation of assets;
• regulatory reporting;
• appointment of a depositary; and
• solvency/own-funds requirements.

A Dutch authorised AIFM will be able to offer interests in an alternative fund to professional and (if the requirements under the retail “top-up” regime are met) non-professional investors in the Netherlands, and also to professional investors in other EU member states (and non-professional investors where the local rules and requirements are satisfied). The Dutch regulator’s statutory review period is up to 26 weeks, unless suspended where further information is requested and remains outstanding.

Registration Regime

The sub-threshold or “light” AIFM regime is available to an AIFM whose aggregate AUM (directly or indirectly through common management or control) do not exceed:

• EUR100 million; or
• EUR500 million if the underlying AIFs are unleveraged and there are no repurchase or redemption rights that may be exercised by investors during the five years following their initial subscription to interests in the underlying AIFs.

Where interests are offered exclusively to professional investors, no additional placement conditions apply for purposes of the registration exemption.

Where interests are also offered to non-professional investors, the applicable AUM threshold described above must be met and the interests in each AIF must additionally:

• be offered to fewer than 150 persons;
• require a minimum investment of EUR100,000 per investor; or
• have a nominal value of at least EUR100,000 per interest.

The sub-threshold AIFM must register with the AFM and provide information regarding itself, its decision makers (dagelijks beleidsbepalers), the AIF, its investment strategy and AUM, the targeted investor base and its Sustainable Finance Disclosure Regulation (SFDR) approach (ie, Article 6, 8 or 9). It must also report periodically (generally annually) on matters including AUM, principal exposures and concentrations. If the relevant EUR100 million or EUR500 million threshold is exceeded other than temporarily, the AIFM must notify the AFM and apply for a full AIFM licence within 30 calendar days.

With respect to (mandatory) disclosure and content requirements for offering documents, a distinction should be made between:

• Dutch-based licensed and sub-threshold AIFMs;
• non-Dutch-based EU-authorised AIFMs; and
• non-EU AIFMs.

Dutch-Based AIFMs

A Dutch-authorised AIFM marketing an AIF to professional investors in the Netherlands must disclose at least the mandatory pre-investment information required under Article 23 of the AIFMD. This information is normally included in a prospectus or information memorandum and covers the following, among other matters:

• the AIF’s investment strategy, objectives and restrictions;
• the legal and contractual framework;
• principal investment and related risks;
• the use of leverage;
• liquidity, subscription and redemption arrangements;
• valuation procedures;
• reporting details;
• transfer requirements;
• fees and expenses;
• principal service providers;
• delegation;
• investor treatment; and
• any preferential rights offered to investors.

SFDR and taxonomy regulation disclosures must be included in the prescribed format in the underlying prospectus or information memorandum and on the AIFM’s website.

If interests are offered to non-professional investors investing less than EUR100,000, the Dutch retail “top-up” regime imposes additional disclosure requirements (explanation of the product, prominent and comprehensible risk disclosure, detail on fund governance and investor rights, investment strategy and associated risks, fees and costs, exit procedure, investor protection, regulatory status and investor reporting, etc). A PRIIPs Key Information Document (KID) must also be provided whenever interests are offered to non-professional investors, irrespective of the amount invested.

A Dutch sub-threshold AIFM is not subject to the full pre-contractual disclosure requirements of Article 23 of the AIFMD. However, where interests in a closed-ended AIF constitute transferable securities and are offered to the public in the EU or admitted to trading on a regulated market, the Prospectus Regulation may require an approved prospectus, unless an exemption applies. Where interests are marketed exclusively to professional investors, the offering and marketing materials should clearly identify the intended investor category and provide sufficient information to enable prospective investors to make an informed assessment of the investment and its risks. Where interests are marketed to non-professional investors, additional Dutch retail distribution and disclosure requirements may apply. These may include an AFM-prescribed exemption disclaimer, and the provision of a PRIIPs KID where required under the PRIIPs Regulation.

Non-Dutch-Based EU-Authorised AIFMs

An EU-authorised AIFM marketing an EU AIF in the Netherlands under the AIFMD passport must provide the Article 23 disclosures required under its home state rules. Additional Dutch requirements may apply where interests are marketed to non-professional investors, including the retail “top-up” regime and, where applicable, a PRIIPs KID. A Prospectus Regulation prospectus may also be required if transferable securities are offered to the public or admitted to trading, unless an exemption applies.

Non-EU AIFMs

Non-EU AIFMs may market AIFs to Dutch professional investors under the Dutch national private placement regime (NPPR), subject to applicable notification and ongoing requirements. Any pre-marketing must comply with the relevant Dutch and EU rules. SFDR disclosure obligations apply where the AIFM falls within the scope of SFDR.

Public Availability

Offering documents for AIFs marketed privately to professional or qualified investors are generally not made public. They are made available to prospective investors directly by the AIFM and, where required, are submitted to the regulator as part of the registration or a passporting process. The following information or documents may nevertheless be made publicly available:

• AFM registers – the regulatory status of Dutch licensed and sub-threshold AIFMs, non-Dutch AIFMs marketing in the Netherlands and the underlying managed or marketed AIFs;
• SFDR disclosures – the required entity-level and product-level information published on the AIFM’s website;
• PRIIPs KIDs – KIDs prepared for products offered to non-professional investors are made available directly to prospective investors and/or on the AIFM’s website;
• approved prospectuses – Prospectus Regulation prospectuses approved by the AFM, or approved elsewhere in the EU and notified for use in the Netherlands; and
• corporate filings – statutory accounts and other prescribed corporate information with respect to the Dutch AIFM and/or where the AIF is constituted as a Dutch legal entity are subject to local trade register filing requirements.

CV and FGR

Following the entity classification reform that took effect on 1 January 2025, a Dutch CV is in principle tax-transparent, so that income and gains are attributed directly to its partners. However, a CV or contractual fund is mandatorily treated as a non-transparent (opaque) FGR if it:

• is an investment fund or UCITS within the meaning of the Wft;
• invests collectively on the basis of normal portfolio management; and
• issues participations that are transferable to third parties.

An AIF whose participations may only be transferred back to the fund by way of redemption remains transparent, although the fund documentation and the operation of any secondary transfer process must support that treatment. The overlap between the CV and FGR definitions has been a major attention point for private equity, venture capital and foreign limited partnership structures since 2025. Different published positions of the Dutch Tax Administration have provided further guidance about the application of the above-mentioned test, pursuant to which a transparent CV could be mandatorily treated as an opaque fund.

See also 4.9 Tax Regime for Investors regarding the taxation of domestic and foreign investors in Dutch funds.

Foreign Entities

Foreign fund entities (eg, foreign feeder funds) are first compared with Dutch legal forms. Where there is no sufficiently comparable Dutch form, a Netherlands-resident foreign entity is treated as non-transparent under the fixed method, while a foreign-resident entity is generally classified in line with its treatment in its state of establishment under the symmetry method.

Co-Operative

A co-operative (coöperatie) cannot be structured as tax-transparent; it is subject to Dutch corporate income tax on its worldwide income. Qualifying shareholdings in portfolio companies typically benefit from the participation exemption, which exempts dividends and capital gains from that tax, provided the 5% threshold is met and either the motive, asset or subject-to-tax test is satisfied. Distributions by a holding co-operative to a member holding a qualifying interest are, in principle, within the scope of the 15% dividend withholding tax, subject to any available domestic or treaty exemption and to the anti-abuse rules. In practice, an advance ruling is often obtained, confirming that a domestic exemption from withholding tax applies.

FBI

The exempt investment institution (VBI) and fiscal investment institution (FBI) regimes are usually of limited relevance to closed-end private equity and venture capital funds, although the FBI regime is nowadays sometimes used by managers pursuing a “fund-of-fund” strategy. An FBI is taxed at a 0% corporate income tax rate, provided the statutory shareholder, leverage and distribution requirements are met. Its distributions generally attract 15% dividend withholding tax, subject to a remittance reduction and a reinvestment reserve for capital gains. Since 2025, an FBI may no longer invest directly in Dutch real estate.

Dutch AIFs may originate corporate, real estate and infrastructure loans, acquire consumer credit receivables (subject to the Dutch consumer credit regime), and invest in other loan portfolios, provided that the fund documentation permits the relevant activity and the AIFM’s risk management framework adequately addresses credit, concentration, liquidity and valuation risks.

Loan origination or investment in corporate loan portfolios does not, by itself, require a separate banking licence, provided that the AIF does not in the process obtain repayable funds from the public. A separate licence may be required where the AIF or another entity originates consumer credit or carries on regulated consumer credit servicing activities following an acquisition. An AIFM licence or sub-threshold registration does not, by itself, authorise those activities.

Authorised AIFMs managing loan-originating AIFs must, comply with the AIFMD II loan origination regime (see 1.2 Key Trends). This includes:

• sound credit granting and monitoring procedures;
• borrower concentration and leverage limits;
• restrictions on originate-to-distribute strategies; and
• subject to exceptions, a 5% risk retention requirement for transferred loans.

Loan-originating AIFs must generally be closed-ended, unless their liquidity management arrangements support an open-ended structure. Sub-threshold AIFMs generally fall outside the full AIFMD II regime, but remain subject to applicable Dutch consumer credit legislation.

A Dutch AIF may generally invest in non-traditional assets, such as digital assets, litigation claims or insurance-linked assets, provided that its investment policy permits this and the AIFM adequately manages the related legal, valuation and other risks. An AIF investing in crypto-assets for its own account does not, by itself, require MiCAR authorisation. However, where an AIFM provides crypto-asset services to clients, it will generally require authorisation as a crypto-asset service provider (CASP), unless it is an authorised financial entity eligible to provide the relevant services under MiCAR’s Article 60 notification regime. The AFM is responsible for the authorisation of CASPs and for conduct-of-business supervision, while the Dutch central bank (De Nederlandsche Bank, or DNB) is responsible for prudential supervision of CASPs.

For Dutch purposes, Dutch AIFMs frequently structure their investments through subsidiaries or special purpose vehicles, particularly for private equity, real estate, infrastructure, renewable energy and private credit strategies. Dutch or local law limited liability companies are generally used for these purposes, depending on the location and nature of the underlying investment. Dutch BVs and, less frequently, co-operatives are also used below a fund to hold portfolio investments or to originate loans. Subsidiaries and special purpose vehicles are typically used to ringfence liabilities between investments, to facilitate acquisition financing, to simplify a subsequent refinancing or exit, and to support access to double tax treaties and the Dutch participation exemption.

Co-investment vehicles (in the form of parallel or dedicated vehicles) are common, particularly in private equity, venture capital and infrastructure transactions. They are generally established on a deal-by-deal basis as either a Dutch CV, BV or co-operative, or as a vehicle in the jurisdiction of the investment. They allow selected investors to invest alongside the main fund, usually without increasing their commitment to the main fund. The AIFM should establish transparent rules on:

• the allocation of co-investment opportunities;
• the allocation of costs and expenses between the AIF and any co-investment vehicle;
• conflicts of interest; and
• the terms offered to participating investors.

A co-investment vehicle may itself constitute an AIF where it meets the definition under the AIFMD, assessed on the basis of its particular features.

There is no general requirement for a Dutch AIF to have a Dutch-based manager. An EU-authorised AIFM may manage a Dutch AIF on a cross-border basis under the AIFMD management passport. A non-EU AIFM’s ability to manage a Dutch AIF depends on the applicable Dutch and EU rules.

A Dutch NV, BV or co-operative must have a management board and registered office in the Netherlands, but its directors do not need to be Dutch nationals or residents. In practice, Dutch-resident directors, local staff/operations and local decision-making may be relevant to secure tax residence. A Dutch CV must have at least one managing (general) partner and one limited partner; the managing partner does not need to be Dutch. A Dutch special purpose BV is often used as a managing partner to support governance, liability segregation, administration and, where appropriately structured and substantiated, a Dutch tax-residence position.

Fund service providers consist of administrators, depositaries (for authorised AIFMs) and KYC/compliance service providers, among others. Administrators are not separately licensed as such in the Netherlands. Also, there is no statutory requirement for an AIFM to appoint a Dutch fund administrator, so fund administration may be outsourced to a foreign provider, subject to the AIFM’s outsourcing control, oversight, access to information, and regulatory audit rights and procedures.

In terms of depositary service providers, a Dutch AIF managed by an authorised AIFM must generally appoint a depositary established in the Netherlands. However, AIFMD II permits a limited case-by-case derogation for an EU depositary established elsewhere, subject to regulatory approval and statutory conditions. The Dutch implementation legislation for AIFMD II has adopted this option of appointing a cross-border depositary. The AFM may approve such an appointment where the depositary holds a banking licence, the relevant national depositary market remains below the statutory AUM threshold (EUR50 billion) and no suitable domestic depositary exists for the relevant investment strategy. A depositary may delegate custody to appropriately regulated foreign custodians.

Providing certain corporate/trust services from the Netherlands (eg, acting as statutory director of a fund-related entity or providing a registered address combined with additional services) is regulated under the Trust Offices Act 2018 (Wet toezicht trustkantoren) and requires a licence from the DNB. Providers established outside the EU cannot obtain such a licence and are accordingly barred from offering these services into the Netherlands.

AML/KYC obligations under the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme, or Wwft) apply to AIFMs and, where relevant, to administrators, banks, trust offices, accountants, civil law notaries, lawyers and other financial services “gatekeepers”. Unlike authorised AIFMs, which must in terms of the AIFMD maintain an independent, permanent and effective compliance function and appoint a compliance officer responsible for that function, a sub-threshold AIFM is not subject to the requirement to appoint a compliance officer merely by virtue of its registration. However, it does remain subject to the applicable Wwft and Dutch Sanctions Act obligations, with ultimate AML/KYC responsibility residing with board members designated as daily policy makers (dagelijks beleidsbepalers).

There are a number of developments (current and expected) that may affect the information set out in this section.

AIFMD II

The Dutch implementing legislation entered into force on 29 May 2026. AIFMD II introduces specific requirements for loan-originating AIFs, strengthens delegation and substance requirements, prescribes liquidity management tools for open-ended AIFs, and expands regulatory reporting. Certain reporting changes apply from 16 April 2027, while transitional arrangements apply to some existing loan funds.

AML Framework

As of 10 July 2027, the EU Anti-Money Laundering Regulation and Sixth Anti-Money Laundering Directive will replace or amend substantial parts of the Dutch Wwft framework. This may affect investor due diligence (timing, monitoring, risk classification, etc), beneficial ownership verification, outsourcing conditions/restrictions and the allocation of AML responsibilities within AIFs and AIFMs.

Fund and Manager Taxation

The entity classification reforms described in 2.4 Tax Regime for Funds have applied since 1 January 2025. The main practical challenge is the breadth of the FGR definition, which can cause a Dutch or foreign limited partnership that was expected to be transparent to be treated as an opaque entity for Dutch tax purposes. As the entity classification rules are fairly new, further developments shedding more light on the FGR definition are expected.

Carried Interest

The 2026 Tax Plan will increase the effective Box 2 burden on qualifying indirectly held lucrative interests to a maximum of 36%, with effect from 1 January 2028 (see also 3.6 Taxation of Carried Interest). In July 2026, the Dutch tax authorities published a position confirming that certain foreign team co-investment and carried interest vehicles (eg, a Scottish LP) can themselves qualify as investment funds, and so may be treated as non-transparent FGRs. Managers with Dutch resident participants should therefore verify how their carried interest vehicles are classified.

Promoters and sponsors of Dutch alternative funds are predominantly based in the Netherlands or have a Dutch operating presence. International sponsors also use Dutch fund structures, particularly sponsors headquartered in Belgium, Germany and the Nordics. They will generally have a Dutch connection, such as a local investment team, Dutch investment focus, anchor investors or an existing Dutch management or advisory platform. Non-EU sponsors (in particular from the United States and the United Kingdom) use Dutch structures for European or global private equity, infrastructure and credit strategies, and may establish a Dutch management platform where genuine management functions are performed in the Netherlands.

Access to the Dutch tax treaty network and to the participation exemption belongs to the relevant investment or holding entity, and remains subject to applicable statutory and treaty conditions; the presence of a Dutch AIFM does not itself confer those benefits. AIFMD passporting is separately available where an authorised AIFM is in place, whether regulated in the Netherlands or elsewhere in the EU.

Local AIFMs generally carry on their activities through a BV, utilising the limited liability, straightforward incorporation process and governance flexibility of that legal form. The AIFM will typically act as, or appoint, the managing general partner of a Dutch limited partnership fund, and may, where appropriate, also serve as statutory director of the managing general partner.

Carried interest and manager co-investment arrangements are important drivers of the wider sponsor structure, although generally not of the legal form of the AIFM itself. These arrangements for AIFM personnel are usually implemented through separate personal or team collective vehicles, such as a CV or BV. This accommodates the allocation, vesting, succession, governance and efficient tax treatment for carried interest (see also 3.6 Taxation of Carried Interest).

Dutch AIFMs are regulated under the Wft, which implements the AIFMD (as amended by AIFMD II), supplemented by delegated EU regulations and AFM and Dutch Central Bank industry practice guidance. Managers exceeding the AUM thresholds referred to in 2.2 Regulatory Regime for Funds must obtain a full AIFMD licence, while those below the thresholds may instead register under the sub-threshold or “light” regime.

Authorised managers are subject to conduct-of-business and prudential requirements covering:

• remuneration;
• conflicts of interest;
• liquidity and risk management;
• valuation;
• delegation oversight;
• depositary arrangements; and
• DORA-related requirements.

Dutch law does not impose a separate common law concept of fiduciary duty. However, an authorised AIFM must act honestly, fairly and with due skill, care and diligence, in the best interests of the AIF and its investors, and must treat investors fairly. Its management agreement and the fund documents may impose additional contractual duties. General Dutch corporate and contract law duties may also apply, including reasonableness and fairness, proper performance and directors’ duties. Consequently, the AIFM has substantive duties towards both the AIF and its investors, even though these are not labelled as “fiduciary duties”.

Disclosure obligations, including pre-contractual information under Article 23 of the AIFMD and annual reporting under Article 22, are made available to investors rather than published generally, whereas certain information is publicly accessible via the AFM’s public register. Additional disclosures may apply under SFDR, the Prospectus Regulation, PRIIPs and the Dutch retail “top-up” regime. Sub-threshold AIFMs are not subject to the complete Article 23 disclosure regime, although contractual disclosures and the Prospectus, PRIIPs, SFDR and Dutch retail requirements may still apply. Annual accounts may be publicly accessible through the Dutch Chamber of Commerce where the AIFM is subject to Dutch filing requirements.

A Dutch management BV is subject to ordinary Dutch corporate income tax on its worldwide profits, currently levied at 19% on the first EUR200,000 of taxable profit and at 25.8% above that threshold. Salary and other employment remuneration are subject to the ordinary Dutch payroll tax and social security rules.

Management services are in principle subject to 21% Dutch VAT. An exemption may apply to services that are specific to, and essential for, the management of an investment fund: most AIFs will qualify as investment funds for purposes of this VAT exemption, although qualification as an AIF is not, by itself, determinative.

The Netherlands has no specific statutory exemption protecting a non-Dutch AIF from a taxable presence merely because its manager is established here. Whether such a fund has a Dutch permanent establishment depends on the applicable double tax treaty and on the facts, including whether a fixed place in the Netherlands is at the fund’s disposal and whether the manager habitually concludes, or plays the principal role leading to the conclusion of, contracts binding the fund.

A manager that is legally and economically independent and acts in the ordinary course of its own business is less likely to create a permanent establishment of the fund, although an arm’s length management agreement is not a safe harbour by itself. The place of effective management and decision-making should also be considered separately for tax residence purposes. The analysis is fact-specific and is typically confirmed by way of a tax opinion or, where appropriate, advance certainty from the Dutch tax authorities.

A carried interest (lucratief belang) held directly by a manager and meeting the statutory conditions in Article 3.92b of the Dutch Income Tax Act 2001 is, in principle, taxed at progressive rates of up to 49.5% (so-called “Box 1” income).

However, if the carried interest entitlement is structured indirectly through a personal or team holding company in which the manager holds a substantial interest, progressive Box 1 taxation can generally be avoided if at least 95% of any carried interest benefit is distributed to the individual in the same calendar year. The benefit is then taxed at lower income tax rates in Box 2: 24.5% up to EUR68,843 and 31% above that amount in 2026.

Legislation enacted as part of the 2026 Dutch Tax Plan increases the Box 2 burden on indirectly held lucrative interests with effect from 2028 to effective rates of approximately 28.45% and 36%.

An authorised Dutch AIFM may delegate portfolio management or risk management, and outsource operational functions such as fund administration, accounting, IT and certain compliance or internal audit activities. It may appoint an independent, external valuer, although it may instead perform the valuation function itself if applicable independence and conflict management requirements are satisfied. The AIFM must nevertheless retain sufficient expertise, resources, decision-making authority and oversight, and may not delegate so extensively that it becomes a “letter-box” entity.

Delegation does not reduce the AIFM’s responsibility towards the AIF and its investors. An authorised AIFM may outsource key functions only where there are objective reasons and the delegate has sufficient expertise, resources and, for portfolio or risk management, the required regulatory authorisation. The AIFM must:

• notify the AFM before a proposed delegation of core AIFMD functions becomes effective (and must notify it of material changes to the arrangement);
• retain effective oversight and termination rights;
• manage conflicts; and
• ensure that outsourcing does not impede supervision or reduce it to a “letter-box” entity.

It remains fully responsible for the outsourced functions, including any permitted sub-delegation. ICT outsourcing is additionally subject to DORA.

A Dutch registered sub-threshold AIFM is not subject to the full AIFMD delegation regime or DORA merely by virtue of its registration. It must, however, remain the genuine manager of the AIF, and continues to be responsible for outsourced activities under applicable legislation, including the Wwft and GDPR where relevant.

A licensed Dutch AIFM must have both its registered office and its head office in the Netherlands, and must:

• maintain sufficient Dutch substance to conduct and control its business effectively;
• maintain adequate financial resources (including minimum own funds);
• appoint suitably experienced and reputable board members;
• implement robust governance and risk management functions; and
• have sufficient operational infrastructure to conduct its licensed activities effectively from the Netherlands.

Sub-threshold AIFMs are subject to lighter, but not negligible, expectations in this respect.

A Dutch-authorised AIFM is generally expected to have at least two suitably qualified natural persons who effectively determine its day-to-day policy and have sufficient availability to do so; the detailed location and other residence requirements depend on the overall Dutch authorisation regime and the applicable supervisory expectations, substance and tax analysis. There is no fixed statutory minimum number of Dutch employees, but the AIFM should retain sufficient personnel, expertise, systems and decision-making authority to perform its responsibilities, supervise delegates and avoid becoming a “letter-box” entity.

An externally appointed AIFM must generally maintain initial capital (eigen vermogen) of at least EUR125,000; an internally managed AIF must maintain at least EUR300,000. Additional own funds are required where AUM exceed EUR250 million, together with appropriate cover (through own funds or professional indemnity insurance) for professional liability risks. Financial resources must also remain sufficient in relation to fixed overheads.

In practice, the AFM expects a Dutch-authorised AIFM to demonstrate a genuine Dutch establishment and effective local decision-making, supported by appropriate governance, personnel, records and oversight arrangements in the Netherlands. The precise substance required is fact-specific, particularly where functions are delegated or outsourced. For tax purposes, residence, permanent establishment and treaty entitlement are determined by reference to the actual functions, decision-making and contractual arrangements. Compliance with the AIFMD organisational and substance requirements may be relevant evidence, but it is not a separate tax safe harbour and does not automatically establish treaty entitlement (see 3.5 Rules Concerning Permanent Establishments).

Authorised AIFMs

A proposed acquisition, disposal or restructuring that constitutes a material change to the information provided for its licence application process should be notified to the AFM in advance. A qualifying holding exists of 10% of the capital or voting rights, or where comparable control can be exercised. The AIFM must notify the AFM in advance of material changes to the information or conditions underlying its licence. Changes involving directors or other policymakers are also subject, where applicable, to the suitability and integrity requirements of the Wft. Mergers, restructurings or sales at the level of the AIFM’s parent company may also trigger notification obligations to the AFM and, depending on the underlying fund documentation, may require investor consent or at least notification.

Registered Sub-Threshold AIFMs

No regulatory change-of-control notification or approval requirement applies to a sub-threshold AIFM. The manager must keep its registration information updated and must notify the AFM immediately, and apply for a licence within 30 days, if it ceases to satisfy the applicable AUM threshold conditions relating to a sub-threshold manager.

Dutch law does not generally require investor approval merely because the AIFM or its parent is acquired, merged or reorganised, although this may be required in terms of the underlying fund documentation. Certain types of mergers, acquisitions or joint ventures may trigger local merger control clearance, trade union or works council consultation.

There is no Dutch rule prohibiting an AIF or AIFM from using artificial intelligence, predictive analytics or big data for investment selection, portfolio management, risk management, AML/KYC, compliance or operational processes. Their use remains subject to the AIFM’s overall governance, risk management, delegation and conduct obligations, as well as applicable GDPR, DORA, AML/KYC and EU AI Act requirements. Authorised AIFMs should maintain appropriate human oversight, validation, record-keeping and third-party controls. Sub-threshold AIFMs are not subject to DORA solely by virtue of registration, but remain subject to other applicable rules, such as GDPR, the Wwft and the EU AI Act.

As described in 2.10 Anticipated Changes for Funds, further changes will principally arise from the application of the AIFMD II provisions taking effect from 16 April 2027 and from applicable transitional arrangements. From July 2027, the new EU AML framework will require AIFMs to review their investor due diligence, beneficial ownership and outsourcing arrangements. The phased application of the EU AI Act and the proposed revision of SFDR may also affect managers’ governance and disclosures.

On the tax side, the enacted increase in the taxation of qualifying indirectly held lucrative interests takes effect on 1 January 2028 and may affect personnel incentive structures. Managers should also monitor any enacted follow-up to the December 2025 consultation on the post-2025 FGR rules.

Investor appetite for alternative funds is well established and continues to grow, particularly for private equity, venture capital, private credit, infrastructure, energy transition, impact and real estate strategies. Dutch pension funds, insurance companies, corporate investors and financial institutions remain the principal domestic investor base for alternative funds, complemented by family offices, high net worth individuals, and national and regional public investment institutions.

Marketing to non-professional investors is subject to investor protection requirements, including compliance with the Dutch retail “top-up” regime, provision of a PRIIPs Key Information Document and, where applicable, publication of an approved prospectus. Pension funds and insurers typically require extensive due diligence, sustainability and look-through reporting, detailed side-letter protections, and robust risk, valuation and governance arrangements from the outset.

Side letters are permitted and are a standard feature of Dutch fund practice, with most-favoured nation clauses being a common example, provided they do not conflict with the fund’s constitutional documents or result in materially unequal treatment that would be inconsistent with the manager’s duty to treat investors fairly under AIFMD conduct rules.

There is no general Dutch statutory requirement to offer identical side letter rights to all investors. However, the AIFMD requires AIFMs to disclose, in the fund’s offering documentation, the types of preferential treatment that may be granted and the criteria for granting them, enabling investors to assess the basis on which such arrangements are made.

Marketing of Dutch AIFs to professional investors is generally available to Dutch-authorised and sub-threshold AIFMs, EU-authorised AIFMs using the AIFMD passport, and non-EU AIFMs complying with the Dutch NPPR. Marketing AIF interests to non-professional investors is subject to the Dutch retail distribution requirements.

Marketing to professional investors is generally available under the AIFMD passport (for EU AIFMs marketing EU AIFs) or, for non-EU structures, subject to the Dutch NPPR. Marketing to non-professional investors is subject to additional Dutch retail investor requirements. Sub-threshold managers may also market under the applicable Dutch registration or exemption regime, subject to its conditions.

Generally speaking, marketing communications must be accurate, clear and not misleading, and must be consistent with information the AIFM is otherwise required to disclose under the Wft. Communications relating to AIFs marketed by authorised AIFMs must also comply with ESMA’s guidelines on marketing communications.

Before marketing a new AIF to professional investors, a Dutch-authorised AIFM must notify the AFM and provide the required fund information, including the fund’s structure, constitutional documents, Article 23 disclosures and depositary details. A sub-threshold AIFM must register the relevant AIF, generally at least two weeks before marketing begins. EU AIFMs use the AIFMD passporting procedure, while non-EU AIFMs must comply with the Dutch NPPR.

High net worth individuals typically access alternative strategies either as professional investors (where they qualify under the Wft’s professional investor criteria) or as non-professional investors under the Dutch retail “top-up” regime. Authorised AIFMs marketing to non-professional investors are subject to enhanced disclosure and investor protection requirements. Certain Dutch retail “top-up” requirements may not apply where an investor commits at least EUR100,000, although other applicable requirements may continue to apply, including PRIIPs where relevant.

Feeder structures and semi-liquid or evergreen vehicles are increasingly used by Dutch and international sponsors to provide a broader high net worth investor base with exposure to private equity, credit and infrastructure strategies. The ELTIF framework may also support broader distribution, subject to its applicable conditions.

Dutch pension funds are among the most significant institutional investors in alternative funds generally, typically investing directly as professional investors in private equity, real estate, infrastructure and private credit strategies rather than through dedicated retail retirement products.

Individual retirement savers generally obtain indirect exposure to alternative strategies through the asset allocation of pension schemes, premium pension institutions (premiepensioeninstellingen) or insurance-based retirement products, rather than by subscribing directly to AIFs. Any such product remains subject to applicable pension-specific prudential and disclosure rules in addition to the Wft.

The current transition to the new Dutch pension system may influence pension funds’ asset allocation and life cycle investment approaches, but it does not generally function to provide individual retirement savers with direct access to AIFs.

The Netherlands has not adopted a general private placement or advertising regime comparable to US Rule 506(c). Marketing an AIF in the Netherlands triggers the applicable licensing, registration, passporting or national private placement requirements described in previous sections, regardless of how the offer is labelled.

Non-EU AIFMs (or EU-authorised AIFMs marketing non-EU AIFs) may market EU or non-EU AIFs to Dutch professional investors under the Dutch NPPR, subject to notification and continuing requirements. Reverse solicitation (ie, where an investor approaches the manager on its own initiative, without prior direct or indirect marketing) is recognised in principle through application of the “initiative test” by the AFM, but interpreted narrowly and on a case-by-case basis. Sponsors should not rely on using it as a marketing strategy to circumvent AIFMD marketing rules; if relied on, they should retain clear contemporaneous evidence that the investor initiated the contact.

Placement agents are used in the Dutch market, particularly in cross-border fundraising. An agent carrying out regulated activities (such as providing investment advice, receiving and transmitting orders, or placing financial instruments) may require authorisation as an investment firm under the Wft unless it may rely on an applicable exemption or, where established in another EU member state, provides the relevant services into the Netherlands under a MiFID passport. Managers should assess an agent’s regulatory status and the scope of its activities prior to engagement.

A Dutch manager’s personnel may receive remuneration linked to fundraising or placement. For a licensed AIFM, such arrangements must comply with the AIFMD remuneration and conflicts of interest requirements, particularly where the personnel can materially influence the risk profile of the AIFM or its AIFs. Where the activities constitute MiFID investment services, additional rules prohibit remuneration or sales targets that could conflict with the duty to act in the client’s best interests.

Dutch Resident Investors

The Dutch tax treatment of fund investors depends principally on the tax transparency of the vehicle and the investor’s own tax status. Investors in a tax-transparent CV or FGR are generally taxed as if investing directly in the underlying portfolio, so that corporate investors include their share of income and gains in their own corporate income tax base (with the participation exemption available only where applicable on a “look through” basis). Individual investors are often taxed under the Box 3 regime, which is scheduled to move from a deemed return to an actual return basis from 2028. Box 2 applies instead where the individual holds a substantial interest, either in a non-transparent fund or in an underlying company through a transparent fund. The progressive income tax regime of Box 1 applies where a transparent fund carries on a business in which the individual participates.

Non-Resident Investors

A non-resident investor is broadly outside the Dutch tax net unless it participates, through a transparent fund, in an enterprise carried on in the Netherlands, or holds a substantial interest in a Dutch resident non-transparent fund or in an underlying Dutch resident company.

For foreign corporate investors in Dutch transparent funds carrying on a business, an exemption from CIT often applies pursuant to the participation exemption.

A substantial interest in a Dutch opaque fund vehicle (eg, a co-operative or a BV) requires a 5% interest threshold. For a non-resident corporate investor, that substantial interest charge applies only in abusive situations, tested on all the facts and circumstances; for a non-resident individual, it applies more generally. Many foreign investors may benefit from tax treaty protection when holding a substantial interest in a Dutch opaque fund (full exemption or reduction).

Withholding Tax

Distributions by a tax-opaque vehicle are generally subject to 15% Dutch dividend withholding tax, which is generally creditable or refundable for Dutch resident investors and will, in certain situations, be reduced or eliminated under a tax treaty or a domestic exemption for foreign investors.

A Dutch non-transparent entity, including a BV, a co-operative or a non-transparent FGR, can qualify as a Netherlands treaty resident where it meets the residence requirement of the relevant treaty. Treaty benefits are not automatic: they remain subject to the wording of the particular treaty, beneficial ownership requirements, any limitation-on-benefits or principal-purpose test, and Dutch domestic anti-abuse rules.

A transparent CV or a transparent FGR does not, as a rule, claim treaty benefits in its own right, since it is not regarded as a taxable person. Income is instead attributed to its investors, whose entitlement must be assessed under the treaty applicable to each of them and accepted by the source state.

The Netherlands applies FATCA under its intergovernmental agreement with the United States, and the OECD Common Reporting Standard through Dutch and EU implementing legislation. Each fund, manager, general partner and holding vehicle must be classified separately. Many private equity and venture capital funds are “investment entities”, but it should not be assumed that an AIF and its manager are both reporting financial institutions.

A reporting fund must carry out due diligence on its investors, identify its account holders and report reportable accounts to the Dutch tax authorities, which in turn exchanges the information with the US Internal Revenue Service and with other CRS-participating jurisdictions. A manager that is itself an investment entity does not report the fund’s investors merely because it manages the fund, although it may carry out that reporting under a delegation or sponsorship arrangement. Dutch administrative penalties may be imposed for reporting failures.

Dutch AML/KYC requirements are primarily set out in the Wwft and apply to AIFMs (whether authorised or sub-threshold) and, where relevant, funds and service providers. Key obligations include:

• risk-based client due diligence, principally in relation to investors and, where applicable under the Wwft, other clients and counterparties;
• identification and verification of investors and ultimate beneficial owners;
• enhanced due diligence for higher risk relationships (including politically exposed persons and high-risk jurisdictions);
• ongoing monitoring; and
• reporting unusual transactions to the Dutch Financial Intelligence Unit.

Specified elements of client due diligence may be outsourced subject to Article 10 of the Wwft, though the AIFM remains responsible and the statutory ongoing monitoring obligation may not be outsourced. Separate Dutch and EU sanctions rules require ongoing screening against applicable sanctions lists. The AFM supervises Wwft compliance by AIMs and, in the case of an internally managed AIF, by the AIF itself.

Fund managers and funds processing investor personal data (eg, for onboarding, AML/KYC, reporting and communications) must comply with the GDPR and the Dutch GDPR Implementation Act, under the supervision of the Dutch Data Protection Authority (Autoriteit Persoonsgegevens). This includes processing data lawfully, fairly and transparently, limiting collection to what is necessary, and informing investors of the processing purposes and their rights.

Managers should implement appropriate technical and organisational security measures and enter into a data processing agreement where a third-party administrator or other service provider acts as a processor. They should also assess transfers of investor data outside the European Economic Area (EEA), maintain appropriate breach response procedures, and notify the Dutch Data Protection Authority (and, where a breach is likely to result in a high risk to individuals, the affected investors) in accordance with the GDPR. Authorised AIFMs must also consider applicable DORA ICT risk, incident reporting and management requirements.

The EU AML/CTF package – including the directly applicable Anti-Money Laundering Regulation, the sixth AML Directive and the new Anti-Money Laundering Authority – will progressively reshape the Dutch AML/KYC framework from 2027, potentially affecting beneficial ownership verification, enhanced due diligence, internal policies, and the allocation and outsourcing of AML responsibilities. The new EU Anti-Money Laundering Authority is also expected to promote more consistent supervision across the EU.

On the tax side, the enacted increase in the taxation of qualifying indirectly held lucrative interests takes effect on 1 January 2028 (see 3.6 Taxation of Carried Interest and 3.11 Anticipated Changes for Fund Managers). Investors should also monitor any enacted revision of the FGR rules following the December 2025 consultation, and the refund scheme proposed in the 2027 Tax Plan, which from 2027 would allow Dutch investors in foreign investment funds to reclaim Dutch dividend withholding tax on Dutch source dividends received by foreign investment funds. Until further legislation takes effect, fund and investor classification continues to be determined under the current CV, FGR and foreign entity rules.