Best Funds & Asset Management Lawyers in Delft

About Funds & Asset Management Law in Delft, Netherlands

Funds and asset management in Delft - and the Netherlands more broadly - sits at the intersection of corporate law, financial regulation, tax rules, and compliance obligations. Delft-based managers and investors operate within Dutch national law that implements wider European Union rules. Key themes include licensing and registration requirements for fund managers, investor protection and disclosure rules, prudential and conduct obligations, depositary and custody duties, anti-money-laundering requirements, and tax structuring for funds and investment vehicles. Delft firms commonly manage retail funds, alternative investment funds, private equity and real estate vehicles, and discretionary portfolios for professional and retail clients.

Why You May Need a Lawyer

Specialist legal advice is often essential in funds and asset management to reduce regulatory, commercial, and tax risks. Common situations where a lawyer is needed include:

- Setting up a fund or investment vehicle - choosing the right legal form and drafting constitutive documents such as offering memoranda, articles of association, limited partnership agreements, and subscription agreements.

- Licensing, registration and authorization - applying for fund manager authorization or registration under national and EU regimes, and preparing filings with regulators.

- Fund governance and compliance - designing compliance frameworks, investor disclosure, risk management, and drafting service agreements with depositaries, administrators, custodians and prime brokers.

- Cross-border marketing and distribution - navigating EU passporting rules and national private placement regimes when offering fund interests across borders.

- Investor disputes and regulatory investigations - responding to claims, complaints, audits and inquiries from the Dutch Authority for the Financial Markets or other authorities.

- Mergers, acquisitions and restructurings - advising on transactions involving fund managers, fund mergers, or transfers of portfolios and assets.

- Tax planning and structuring - advising on fiscal regimes for funds, withholding and reporting obligations, and interaction with investor tax positions.

Local Laws Overview

Key legal and regulatory considerations in Delft include the following high-level points:

- Financial supervision and licensing - The Dutch regulatory framework implements EU directives and is enforced by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten - AFM) and De Nederlandsche Bank (DNB) for prudential matters. The Financial Supervision Act - in Dutch the Wet financieel toezicht (Wft) - governs conduct, licensing and market conduct in the Netherlands.

- EU regulatory regimes - A number of EU rules are central to fund activity. For managers of alternative investment funds, the Alternative Investment Fund Managers Directive - AIFMD - sets authorization, reporting and investor protection requirements. Undertakings for Collective Investment in Transferable Securities - UCITS - rules apply where a fund seeks a retail investor passport under the UCITS regime. Markets in Financial Instruments Directive - MiFID II - and Prospectus Regulation may apply depending on the activities and offers.

- Depositary and custody rules - Managers typically must appoint a depositary or custodian with clear duties on safekeeping, oversight and cash monitoring. The depositary regime under AIFMD and national implementation defines responsibilities and liability.

- Fund vehicles and corporate law - Common fund structures include Dutch limited partnerships, private foundations, corporate entities and specialized investment institutions. Dutch corporate and partnership law governs formation, governance and transfers.

- Anti-money-laundering and sanctions - Dutch AML/CFT rules implement EU directives and require customer due diligence, reporting of suspicious transactions and screening for sanctions. Asset managers must maintain robust AML policies and know-your-customer procedures.

- Tax and fiscal regimes - The Netherlands offers specific regimes relevant to funds, such as fiscal investment institutions and tax transparent structures in some cases. Tax treatment depends on vehicle type, investor profile and activities. VAT, corporate income tax, dividend and withholding tax considerations are frequently relevant.

- Consumer protection and disclosure - For retail-facing funds, disclosure, marketing and suitability rules apply. Investment advice and portfolio management services to retail clients are subject to specific conduct obligations.

Frequently Asked Questions

Do I need a license to manage a fund in the Netherlands?

It depends on the nature of the fund and the manager. Managers of AIFs and entities that provide portfolio management or investment services likely need authorization or registration under national law implementing AIFMD and MiFID II. Small managers of private funds may be subject to lighter registration regimes but still face reporting and conduct requirements. A local legal review is necessary to determine the exact licensing needs.

What is the difference between a UCITS fund and an AIF in the Netherlands?

UCITS are harmonized EU retail funds with strict diversification, liquidity and investor protection rules, allowing a passport for cross-border retail marketing. AIFs are broader - covering hedge funds, private equity, real estate and other collective investment vehicles - and are regulated under AIFMD, which focuses on manager authorization, depositary duties and transparency.

Can I market a fund to investors in other EU countries from Delft?

Yes, subject to EU passporting and national rules. UCITS funds and EU-authorized AIFMs can typically use a passport to market across the EU. National private placement regimes may allow cross-border marketing under certain conditions. Marketing to retail investors triggers additional consumer protection and disclosure obligations.

What are depositary duties and why do they matter?

Depositaries are independent entities appointed to safeguard fund assets, monitor cash flows and perform oversight of the manager. They reduce custodial risk and provide an additional layer of investor protection. The depositary can have liability for loss of assets in certain circumstances, so both managers and depositaries must carefully define responsibilities in agreements.

How long does it take to set up a regulated fund or manager?

Timelines vary. Forming a legal vehicle can take a few weeks to months depending on the structure and complexity. Obtaining regulatory authorization for a manager or offering a regulated fund may take several months, depending on dossier completeness, regulatory workload and whether additional information is required. Planning ahead is essential.

What are the main anti-money-laundering obligations for asset managers?

Asset managers must perform customer due diligence, identify and verify investors, monitor transactions for suspicious activity, apply enhanced measures for higher-risk clients, and report suspicions to the relevant national authority. They must also maintain AML policies, staff training and record-keeping systems to meet Dutch and EU AML rules.

How are funds taxed in the Netherlands?

Tax treatment depends on the vehicle type, investor profile and activities. Some fund vehicles may be eligible for tax-neutral treatment if they meet specific conditions. Other funds may be subject to corporate tax, dividend withholding or investor-level taxation. VAT and transfer taxes can also be relevant. Tax advice from a qualified adviser is important for fund structuring.

What documentation will a lawyer help me prepare?

A lawyer can draft and review constitutive documents - such as limited partnership agreements, articles of association, offering memoranda or prospectuses - as well as service agreements with administrators, depositaries and custodians, compliance manuals, AML policies, and investor subscription documents. They also assist with regulatory filings and licensing applications.

What happens if a regulator launches an investigation?

If the AFM or another authority opens an investigation, you should seek legal counsel immediately. A lawyer can help manage regulatory communications, prepare responses and evidence, advise on privilege and confidentiality where applicable, and represent your interests during enforcement or remediation processes.

When should I contact a lawyer during the fund lifecycle?

Early. Contact a lawyer during concept development and structuring to avoid costly mistakes. You will also need legal advice when preparing marketing materials, applying for authorizations, entering into key service agreements, conducting investor onboarding, and whenever disputes or regulatory questions arise.

Additional Resources

Useful Dutch and EU authorities and organizations to consult for general information and regulatory guidance include:

- The Dutch Authority for the Financial Markets - AFM - for conduct regulation and licensing matters.

- De Nederlandsche Bank - DNB - for prudential supervision and systemic matters.

- The Ministry of Finance of the Netherlands for policy and legislative information.

- The Netherlands Chamber of Commerce - Kamer van Koophandel - for company formation and registration details.

- The Dutch Tax Authorities - Belastingdienst - for tax rules applicable to funds and investors.

- The Dutch Bar Association - Nederlandse Orde van Advocaten - for finding qualified legal counsel.

- Industry associations such as the Dutch Fund and Asset Management industry group for market best practices and guidance.

- European bodies such as the European Securities and Markets Authority - ESMA - for EU-level regulatory guidance and documents.

Next Steps

If you need legal assistance in Delft for funds and asset management, consider the following practical steps:

- Clarify your objective - prepare a short summary of whether you are forming a fund, managing assets, marketing cross-border, or facing a dispute or regulatory inquiry.

- Gather key documents - corporate formation papers, proposed fund documentation, investment mandates, and any communications with regulators or service providers.

- Seek a specialist lawyer - choose a lawyer or firm with proven experience in Dutch funds and asset management law, regulatory authorization, and tax coordination. Verify experience with AFM engagements if applicable.

- Ask about fees and timeline - request a clear engagement letter that sets out scope, fees, estimated timelines and deliverables.

- Plan compliance early - ensure you build compliance, AML and investor disclosure processes into your launch timetable to avoid delays in authorization or marketing.

- Maintain ongoing advice - fund management is an ongoing regulated activity. Engage counsel for periodic reviews, regulatory reporting, and any material changes in strategy or structure.

Note - This guide provides general information only and does not constitute legal advice. For advice tailored to your specific circumstances, engage a qualified lawyer licensed to practice in the Netherlands.