Best Securities Lawyers in Diever

About Securities Law in Diever, Netherlands

Securities law in Diever operates under the same national and European Union framework that applies across the Netherlands. Although Diever is a small town in Drenthe, anyone issuing, buying, selling, or advising on shares, bonds, derivatives, investment funds, or crypto assets is subject to Dutch and EU rules. Conduct supervision is carried out by the Dutch Authority for the Financial Markets - AFM - and prudential supervision by De Nederlandsche Bank - DNB. The core Dutch statute is the Financial Supervision Act - Wet op het financieel toezicht or Wft - which works in tandem with EU regulations on prospectuses, market abuse, investor protection, crowdfunding, and more.

Whether you are a local entrepreneur raising capital, an investor considering opportunities, or a professional providing investment services, it is important to understand when licensing, disclosure, or reporting duties are triggered. Many obligations apply even to small or private offerings, and there are strict rules against insider dealing and market manipulation. Because enforcement and compliance expectations are high, early legal advice is often critical.

Why You May Need a Lawyer

You may need a securities lawyer if you plan to raise money from investors, including friends and family, because offers of shares or bonds can constitute a public offering that triggers prospectus or information document requirements, specific investor warnings, and marketing rules. A lawyer can assess whether an exemption applies and prepare the required documentation.

Businesses often require advice when selecting and setting up a vehicle for investment - typically a Dutch private limited company or BV - issuing new shares through a civil law notary, drafting a shareholders agreement, managing employee stock option plans, and dealing with investor communications. Each of these steps carries legal and tax implications.

Investment firms and advisers need help with licensing under the Wft and MiFID II, client categorization, suitability and appropriateness assessments, best execution, inducements, and cross-border passporting within the EU. Crowdfunding platforms must comply with the EU Crowdfunding Regulation and AFM authorization, and marketing of investments on websites or social media must be fair, clear, and not misleading.

Public companies and their insiders must comply with the EU Market Abuse Regulation, including prompt disclosure of inside information when required, maintenance of insider lists, and reporting of transactions by managers and closely associated persons. Anyone building a stake in a listed issuer must monitor and notify substantial shareholding thresholds to the AFM.

Investors and issuers sometimes face investigations or inquiries by AFM or DNB, disputes among shareholders, alleged prospectus or marketing misstatements, or questions about the status of crypto assets. A lawyer can respond to regulators, manage risk, and protect your position in negotiations or litigation.

Local Laws Overview

Regulation is national and EU level. There are no Diever-specific securities bylaws. The most relevant frameworks are the Dutch Financial Supervision Act - Wft, and EU-level rules that have direct effect or are implemented in Dutch law. The AFM supervises conduct and markets and DNB covers prudential supervision for banks, insurers, certain investment firms, and anti-money laundering registrations for specific service providers.

Offering and listing. The EU Prospectus Regulation governs when a prospectus approved by a home regulator - often the AFM for Dutch issuers - is required for a public offer or admission to trading on a regulated market such as Euronext Amsterdam. Exemptions exist, for example offers only to qualified investors, offers to fewer than a set number of non-qualified investors per member state, high denomination securities, or small offers under a nationally set monetary threshold with lighter disclosure. The Netherlands applies a national small-offer exemption up to a set threshold - commonly 5 million euros within 12 months - subject to conditions, including prescribed information and investor warnings. Thresholds and conditions change, so always verify current AFM guidance.

Market abuse. The EU Market Abuse Regulation prohibits insider dealing, unlawful disclosure of inside information, and market manipulation. Issuers must disclose inside information without delay unless delay conditions are met and must keep insider lists. Persons discharging managerial responsibilities must notify transactions once they exceed the applicable EU threshold for a calendar year.

Transparency and takeovers. Shareholders in listed companies must notify the AFM when their holdings cross specified thresholds under the Wft transparency rules. The Dutch public takeover regime - based on the Wft and the Decree on Public Takeover Bids - includes a mandatory bid once a party acquires control at or above the applicable voting right threshold, together with strict procedural and disclosure obligations.

Investment services and funds. MiFID II and MiFIR set requirements for investment firms, including authorization, capital, governance, conflicts management, and investor protection. Managers of alternative investment funds - AIFMD - and UCITS managers have licensing and disclosure duties. Marketing to Dutch retail investors requires adherence to product governance, cost and charges transparency, and the PRIIPs key information document for packaged products offered to retail clients.

Crowdfunding. The EU Crowdfunding Regulation applies to investment-based and lending-based platforms. Operators require authorization as a European Crowdfunding Service Provider and are supervised by the AFM. National transition periods have ended, so platforms must comply with the EU regime.

Crypto assets. The EU Markets in Crypto-Assets Regulation - MiCAR - is phasing in across 2024 to 2025, covering asset-referenced and e-money tokens and service providers. Where a token qualifies as a financial instrument, MiFID II and the Wft apply instead. Crypto service providers in the Netherlands are also subject to anti-money laundering rules supervised by DNB.

Settlement and custody. Dutch law on book-entry securities is set out in the Securities Giro Act - Wet giraal effectenverkeer - alongside EU CSDR rules. Dutch issuers commonly settle through Euroclear Nederland and other EU central securities depositories.

Company law and governance. Dutch Civil Code Book 2 governs legal entities, shareholder rights, meetings, and capital maintenance. Listed companies are expected to apply the Dutch Corporate Governance Code on a comply-or-explain basis. Corporate disputes, including inquiry proceedings, can be brought before the Enterprise Chamber of the Amsterdam Court of Appeal.

Anti-money laundering, sanctions, and investor verification. The Wwft requires KYC, source of funds checks, and reporting of unusual transactions. The Sanctions Act applies EU and national sanctions. Many transactions require identifying and registering ultimate beneficial owners in the UBO register maintained via the Chamber of Commerce.

Tax. Dividend withholding tax generally applies to distributions on Dutch shares. There are corporate and personal income tax consequences for investors and for employee stock options. Always seek a tax review for offerings, cross-border flows, and employee equity plans.

Local practice points. Even for private placements by local businesses in Diever, share issuances in a BV require notarial deeds, updates to the share register, and often amendments to articles. Marketing to retail investors triggers additional consumer protection standards. Data about investors must be handled under the GDPR.

Frequently Asked Questions

What counts as a security under Dutch law

Under the Wft, financial instruments include shares, bonds and other transferable debt securities, depositary receipts, units in collective investment undertakings, and many derivatives such as options, futures, and swaps. If a token or digital asset has the features of a transferable security, it is treated as a financial instrument and the full securities regime applies.

Do I need a prospectus to raise money from the public

Public offerings usually require an EU-compliant prospectus approved by your home regulator, often the AFM for Dutch issuers. However, several exemptions exist, such as offers only to qualified investors, offers to fewer than a set number of non-qualified investors per member state, minimum denomination per security at a high threshold, or small total consideration offers under the national limit with a lighter information document and mandatory warnings. Always confirm the current thresholds and conditions before marketing.

Can I rely on a private placement exemption if I only approach a few investors

Possibly. Offers to a limited number of non-qualified investors or exclusively to qualified investors can be exempt from the prospectus requirement, subject to strict counting rules and marketing standards. Even if a prospectus is not required, you must ensure materials are fair, clear, and not misleading, and other rules such as anti-money laundering and selling restrictions still apply.

Who regulates securities in the Netherlands

The AFM supervises market conduct, disclosure, and investor protection, and approves prospectuses for which the Netherlands is the home member state. DNB supervises prudential aspects for banks, insurers, certain investment firms, and crypto service providers under anti-money laundering laws. ESMA issues guidelines and Q and A that inform Dutch supervision and market practice.

What rules apply to crowdfunding

Since the EU Crowdfunding Regulation took effect, platforms offering investment-based or lending-based crowdfunding must be authorized as European Crowdfunding Service Providers and meet standardized disclosure, governance, and investor protection rules. Dutch-specific exemptions were phased out. Issuers using platforms must prepare a key investment information sheet and follow marketing and risk disclosure standards.

What are the insider trading and market manipulation rules

The EU Market Abuse Regulation bans insider dealing, unlawful disclosure of inside information, and manipulation. Issuers must disclose inside information promptly unless a lawful delay is documented. Issuers keep insider lists, and persons discharging managerial responsibilities report their transactions once they exceed the applicable annual threshold. Breaches can lead to significant administrative fines and criminal penalties.

When must I notify major shareholdings

Holders of shares or voting rights in listed companies must notify the AFM when crossing specified thresholds starting at a low percentage and stepping up through higher levels. The obligation applies to direct and indirect holdings, including certain derivatives. Notifications must be made promptly in accordance with Wft and AFM rules.

How are crypto assets regulated

If a crypto asset qualifies as a financial instrument, MiFID II and the Wft apply. If it is a non-security crypto asset, MiCAR governs issuance and services, with phased application between 2024 and 2025. Crypto service providers are also subject to anti-money laundering obligations under the Wwft. Classification requires a fact-specific legal analysis.

Can I advertise investments on social media

Yes, but all communications must be fair, clear, and not misleading. Risk disclosures must be prominent and consistent with the legal status of the offer. There are specific rules for performance marketing, testimonials and influencers, and retail targeting. If a prospectus or information document is required, ads must be consistent with it and include required warnings.

What should small businesses in Diever know about employee stock options

Employee equity plans involve securities, employment, and tax law. Grants typically require board and shareholder approvals, amendments to articles for different share classes, and notarial involvement for share issues. Benefits are usually taxed as employment income, and social security may apply. For listed or exit-ready companies, market abuse and disclosure rules can also be relevant.

Additional Resources

Dutch Authority for the Financial Markets - AFM for prospectuses, transparency notifications, market abuse guidance, crowdfunding authorization, and marketing rules.

De Nederlandsche Bank - DNB for prudential supervision and anti-money laundering registrations applicable to certain financial institutions and crypto service providers.

Netherlands Chamber of Commerce - Kamer van Koophandel for company formation, UBO registration, and the Trade Register.

Euronext Amsterdam for listing rules, admission processes, and ongoing obligations for listed issuers.

Belastingdienst - Dutch Tax and Customs Administration for dividend withholding, corporate and personal tax, and employee equity taxation.

European Securities and Markets Authority - ESMA for EU-level rules, guidelines, and Q and A on prospectuses, market abuse, MiFID II, and crowdfunding.

Nederlandse Orde van Advocaten - Dutch Bar Association for finding qualified securities and financial regulatory lawyers.

Next Steps

Clarify your objective. Define how much you want to raise, who the investors are, and whether you will approach the public, qualified investors, or a small circle of private investors. Decide whether listing is a goal or whether a private placement or crowdfunding is more suitable.

Avoid premature marketing. Do not circulate teasers, pitch decks, or social media posts until you know whether a prospectus, information document, or specific warnings are required. Early communications can trigger regulatory obligations.

Assemble your team. Engage a Dutch securities lawyer, a civil law notary for any BV share issuances, and a tax adviser. If a listing is contemplated, consider a listing agent and auditors with capital markets experience.

Choose and prepare the vehicle. Set up or review your Dutch BV or NV, update articles to allow the intended instruments, make board and shareholder resolutions, and prepare a shareholders agreement and investment documentation aligned with Dutch law.

Check licensing and exemptions. Determine whether you or any intermediary needs an authorization under the Wft or MiFID II, whether a crowdfunding license applies, and whether any passporting is needed for cross-border offers.

Prepare compliant documentation. Draft the prospectus or information document as required, align all marketing materials, and implement investor risk disclosures. Build a data room and collect financials and legal due diligence records.

Implement compliance controls. Set up insider lists, disclosure procedures, KYC and AML checks under the Wwft, sanctions screening, and a compliance calendar for reporting deadlines such as substantial shareholding notifications.

Plan timeline and budget. Factor in AFM review periods for prospectuses, notary lead times, auditor comfort processes, translation if needed, and platform onboarding if using crowdfunding.

Engage with regulators when appropriate. Your counsel can coordinate pre-filing discussions with the AFM for complex or novel offerings, or with DNB regarding prudential or AML questions.

Keep records and review changes. Laws and thresholds can change at EU and national level. Maintain documentation of your legal and risk assessments and schedule periodic reviews with your advisers to stay compliant.