Anyone reading the documentation of a Dutch investment fund will sooner or later come across three letters: FGR. The Dutch fund for joint account (fonds voor gemene rekening, or FGR) is a contractual investment fund widely used in the Netherlands, crypto funds included. It has no separate legal personality, and its legal and tax treatment depends on the applicable rules and the fund’s structure. Yet few investors know exactly what the structure involves, what they actually own, and why a foundation appears alongside the manager. This article explains it from the investor’s point of view. One distinction up front: a fund’s legal form and the way the tax authorities treat it are two separate questions. An FGR is not automatically tax transparent, nor automatically subject to tax in its own right. The Callisto Capital fund is itself an FGR; where it helps, we use it as an example.<\/p>\n
The Dutch Financial Supervision Act (Wft)<\/a> recognises two forms of investment institution. The first is the investment company: a legal entity, such as a Dutch bv or nv, that raises money from investors and invests it. The second is the investment fund: a pool of assets that is deliberately not held in such a legal entity, in which participants’ money is brought together to be invested jointly. The fund for joint account belongs to that second category.<\/p>\n An FGR is therefore not a company with its own board and its own shareholders. It is an agreement. The fund terms set out who manages the assets, who holds them legally, how the value is determined, and on what terms participants can enter and leave. Whoever participates joins that agreement. The name says as much: the money is invested for the joint account of all participants.<\/p>\n As a participant in an FGR you hold a participation. That is a claim on the fund’s assets in proportion to your investment. The exact rights attached to it follow from the fund terms, which can differ from one FGR to another. You do not own any individual asset of the fund; in a crypto fund you therefore have no coins and no keys of your own. You do share proportionally in everything the fund owns and in the results it achieves.<\/p>\n The value of a participation follows from the fund’s net asset value (NAV), which the administrator determines periodically. At Callisto Capital this happens monthly, and subscriptions, additional investments and redemptions also take place at that value.<\/p>\n Because an FGR has no legal personality, the fund cannot own anything in its own name. The structure therefore works with separate parties, each with its own task.<\/p>\n In addition, a fund usually works with a custodian for the assets themselves and with an independent administrator. For the Callisto Capital fund, Amdax holds the cryptocurrencies and AssetCare keeps the administration. How these roles work together in practice is explained in our step-by-step guide to how a crypto fund works<\/a>.<\/p>\n The main advantage of this set-up lies in the separation of assets. The manager decides on the investments, but the fund’s assets are not in the manager’s name. The foundation keeps the fund’s assets legally separate from the manager’s own assets. That set-up is intended to protect the fund’s assets against claims on the manager, for example if the manager runs into financial difficulty. How far that protection reaches depends on how the fund is structured and on the fund terms. This separation does not remove investment risk, and it does not rule out other forms of loss.<\/p>\n For a crypto fund this matters even more. Digital assets are only as safe as the party and the technology that hold them, and our article on storing crypto safely<\/a> shows how much can go wrong. A clear division between management, legal ownership and custody can limit dependence on a single organisation. It is not a guarantee against loss: the value of the investments themselves can still fall.<\/p>\n If a fund takes the form of an investment company, investors become shareholders of that bv or nv. Their rights then follow from company law and the articles of association: voting rights at the shareholders’ meeting, for instance, and a board that is accountable to them. In an FGR, the rights follow from the fund terms. Those terms set out, for example, how the value is determined, when you can redeem and when the terms themselves may be changed.<\/p>\n Neither form is better by definition. One important difference lies in where the rules are written down: for a bv largely in the law and the articles, for an FGR in the fund terms. The legal structure, investors’ rights and the tax treatment differ as well. That is exactly why it pays to read those terms properly.<\/p>\n For an FGR, two tax questions arise: how is the fund itself treated, and what does that mean for you as an investor?<\/p>\n Since 1 January 2025 a new definition applies in article 2(4) of the Dutch Corporate Income Tax Act 1969<\/a>, introduced by the act amending the rules for the fund for joint account and the exempt investment institution<\/a>. Under that definition, an FGR is only independently subject to corporate income tax if it is an investment fund within the meaning of the Wft, invests for joint account to generate benefits for the participants, and the fund issues freely transferable units evidencing participation in the fund. If a fund does not meet that definition, the tax authorities attribute its results to the participants; it is then referred to as tax transparent.<\/p>\n Whether participations are transferable is often the deciding question. Under the law, participations that can only be returned to the fund itself do not count as transferable. The Callisto Capital fund is an example: according to the information memorandum<\/a> (in Dutch), participations can only be transferred to the fund itself, and the fund is therefore treated as tax transparent.<\/p>\n Alongside the main rule there is a transitional arrangement. Funds that were tax transparent up to and including 2024 can choose not to be treated as an FGR in 2025 and 2026. According to the Dutch Tax Administration<\/a>, that choice is also open to funds set up in 2025 or 2026. Such a fund then remains tax transparent for Dutch tax purposes, with its income continuing to be taxed directly at participant level. The Tax Administration expects more clarity about the period after that by the end of 2026. Before relying on it for financial years from 2027 onwards, check the rules then in force and consult a tax adviser if necessary.<\/p>\n Which treatment applies to a specific fund depends on the circumstances and is set out in the fund documentation. What it means for your own tax return is best discussed with your tax adviser. We compare holding crypto yourself with investing through a fund, in broad terms, in the tax comparison<\/a>.<\/p>\n If you are considering participating in an FGR, a few questions help you understand the structure. Who is the manager, and what is its status with the regulator? Which foundation holds the assets legally, and who sits on its board? Who holds the assets in custody, and who keeps the administration independently? And what do the fund terms say about valuation, redemption and changes to those terms? In a sound fund, the answers are simply available.<\/p>\n If you would like to go through those questions for the Callisto Capital fund, we would be glad to welcome you at our office. In an introductory meeting we walk through the structure, the parties and the terms together. You can arrange a meeting via contact<\/a>.<\/p>\n Callisto Capital manages a crypto fund for high-net-worth individuals and entrepreneurs. The manager is registered with the Dutch Authority for the Financial Markets (AFM) under the AIFMD-light regime and is not subject to ongoing supervision by the AFM. How that regime relates to the EU Markets in Crypto-Assets Regulation (MiCA) is explained in MiCA versus AIFMD-light<\/a>. This article provides general information only and does not constitute investment or tax advice.<\/p>\n","protected":false},"excerpt":{"rendered":"Anyone reading the documentation of a Dutch investment fund will sooner or later come across three letters: FGR. The Dutch fund for joint account (fonds voor gemene rekening, or FGR) is a contractual investment fund widely used in the Netherlands, crypto funds included. It has no separate legal personality, and its legal and tax treatment…","protected":false},"author":3,"featured_media":2699,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"callisto_views":3,"footnotes":""},"categories":[18],"tags":[],"class_list":["post-2694","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-crypto-explained"],"acf":[],"_links":{"self":[{"href":"https:\/\/callistocapital.nl\/en\/wp-json\/wp\/v2\/posts\/2694","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/callistocapital.nl\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/callistocapital.nl\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/callistocapital.nl\/en\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/callistocapital.nl\/en\/wp-json\/wp\/v2\/comments?post=2694"}],"version-history":[{"count":1,"href":"https:\/\/callistocapital.nl\/en\/wp-json\/wp\/v2\/posts\/2694\/revisions"}],"predecessor-version":[{"id":2704,"href":"https:\/\/callistocapital.nl\/en\/wp-json\/wp\/v2\/posts\/2694\/revisions\/2704"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/callistocapital.nl\/en\/wp-json\/wp\/v2\/media\/2699"}],"wp:attachment":[{"href":"https:\/\/callistocapital.nl\/en\/wp-json\/wp\/v2\/media?parent=2694"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/callistocapital.nl\/en\/wp-json\/wp\/v2\/categories?post=2694"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/callistocapital.nl\/en\/wp-json\/wp\/v2\/tags?post=2694"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}What you hold: a participation<\/h2>\n
Three roles in one structure<\/h2>\n
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Why the assets are held separately<\/h2>\n
How it differs from a fund in a bv or nv<\/h2>\n
Tax: two layers<\/h2>\n
The fund: taxable or transparent<\/h3>\n
Transferability of participations<\/h3>\n
The transitional arrangement for 2025 and 2026<\/h3>\n
What it means for you<\/h3>\n
What to check as a participant<\/h2>\n