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Securities cover shares, bonds, fund units, derivatives, and similar financial instruments. If you live or operate in Diever in the municipality of Westerveld, your rights and obligations around securities are mainly governed by Dutch national law and European Union rules. Local factors in Diever usually relate to the size and type of businesses in the region, such as family owned BV companies, cooperatives, agricultural enterprises, and small to medium sized firms that may raise finance from private investors, banks, or through crowdfunding. Conduct and licensing are supervised nationally by the Netherlands Authority for the Financial Markets, known as the AFM, and prudential supervision by De Nederlandsche Bank, known as DNB.
You may need a securities lawyer if you are:
- Raising capital for a BV, NV, cooperative, or foundation, including private placements to angel investors or a broader public offer.- Considering a crowdfunding campaign and want to comply with European crowdfunding rules and Dutch marketing standards.- Issuing convertible loans, SAFE type instruments, or employee stock option plans and need to avoid unintentionally triggering prospectus or licensing rules.- Preparing or reviewing a prospectus, an information memorandum, a key information document, or marketing materials.- Setting up or managing a fund, such as a venture capital or real estate fund, and navigating AIFMD, depositary, and reporting duties.- Operating or investing via an investment firm and needing advice on MiFID II obligations, suitability assessments, and inducement rules.- Dealing with potential insider information, market manipulation concerns, or public disclosure duties if securities are or will be admitted to trading on a market.- Offering or marketing crypto assets or tokenized instruments and needing to understand the developing MiCA framework and Dutch AML registration or licensing expectations.- Responding to an AFM inquiry, enforcement action, or investor complaint to Kifid.- Selling or acquiring a significant stake in a company and assessing disclosure, takeover, lock up, and shareholder agreement issues.
- Dutch Financial Supervision Act Wft: The core national statute governing financial markets, licensing of investment firms and fund managers, conduct rules, and investor protection. The Besluit gedragstoezicht financiele ondernemingen Wft contains detailed conduct requirements.- AFM and DNB: AFM supervises market conduct, disclosure, and investor protection. DNB handles prudential supervision and certain registrations. Both bodies coordinate on enforcement and authorization matters.- Prospectus Regulation EU 2017 1129: Sets when a prospectus is required for public offers or admissions to trading. Common exemptions include offers solely to qualified investors, offers to fewer than 150 persons per EU member state, securities with minimum denomination of 100,000 euros, and certain small offers below set monetary thresholds under Dutch law. Prospectuses are reviewed by the AFM and can benefit from EU passporting once approved.- Market Abuse Regulation MAR: Prohibits insider dealing and market manipulation. Imposes inside information handling, disclosure, and insider list duties on issuers whose securities are traded on a regulated market, MTF, or OTF, including growth markets.- MiFID II MiFIR: Regulates investment firms, including licensing, client categorization, suitability and appropriateness tests, best execution, product governance, inducements, and recording duties.- AIFMD and UCITS: Frameworks for fund managers. AIFMs and UCITS management companies require authorization or registration and must meet disclosure, risk management, depositary, and reporting obligations. Marketing to retail investors has additional constraints.- PRIIPs KID: Requires a short key information document for packaged retail and insurance based investment products offered to retail investors.- SFDR and EU Taxonomy: Sustainability related disclosures for financial market participants and products with environmental or social characteristics or objectives.- ECSPR European Crowdfunding Regulation: Authorizes and sets conduct rules for crowdfunding service providers. The AFM licenses providers and the regime allows EU passporting.- MiCA: A phased EU regime for crypto assets and crypto asset service providers. New authorization and conduct standards apply, with AFM and DNB roles in supervision. Transitional periods and scope should be assessed for each token or service.- Dutch Civil Code and Company Law: Rules for BV and NV share issuance, transfer restrictions, pre emption rights, shareholder meetings, notarial requirements, and registration at the Dutch Chamber of Commerce KVK.- AML CTF Wwft: Anti money laundering and counter terrorist financing rules apply to investment firms, fund managers, certain advisers, and crypto service providers and require client due diligence and reporting.- Tax considerations: Common items include dividend withholding tax, box 3 taxation for portfolio investments, and box 2 for substantial interests. Tax advice should be obtained in parallel with securities compliance.
Typical examples include shares, bonds, notes, fund units, depositary receipts, and many derivatives. Whether a token is a security depends on its features and rights. If an instrument is used to raise capital from the public with an expectation of profit linked to managerial efforts, it is more likely to be treated as a security.
No. A prospectus is required for a public offer or admission to trading unless an exemption applies. Common exemptions include offers to qualified investors only, offers to fewer than 150 persons per member state, high denomination securities, and small offers under national thresholds. Even if exempt, other rules still apply, such as fair marketing, anti fraud provisions, and sometimes a short information document.
Yes, if you use an EU authorized crowdfunding service provider under the ECSPR or structure the offer within an applicable exemption. You must ensure accurate and balanced information, avoid misleading statements, and respect investor category limits and risk warnings. The platform will have its own due diligence and disclosure processes.
Insider trading is using inside information to buy or sell securities or unlawfully disclosing such information. If your companys securities are or will be traded on a regulated market or certain multilateral trading facilities, MAR obligations apply. Even private companies should manage confidentiality and select who receives price sensitive information to avoid future issues.
At minimum, a term sheet, subscription agreement, shareholder or investment agreement, and a risk factors and disclosures section. For broader offers you may need a prospectus or an information document, a PRIIPs KID for retail targeted packaged products, and clear marketing materials. Corporate documents such as articles, board resolutions, and a notarial deed for share issuance are common.
Yes. MiFID II and Dutch conduct rules require fair, clear, and not misleading communications, appropriate risk warnings, and consistency between marketing and legal documents. If a PRIIP is involved, a KID is mandatory. Certain complex products may be restricted for retail distribution or require suitability checks.
Under the Prospectus Regulation the first review of a draft typically takes up to 10 working days, or up to 20 working days for first time issuers, starting when a complete draft is submitted. The actual timeline depends on the quality of the draft and the number of comment rounds.
AFM and DNB can impose fines, orders subject to penalty, public notices, and in serious cases file criminal referrals. Civil claims by investors can also arise. Using exemptions incorrectly, misleading marketing, or insider dealing can lead to severe sanctions.
Possibly, but you must analyze whether the token is a security or another regulated instrument. MiCA introduces licensing and disclosure rules for many crypto assets and service providers. Dutch AML rules also apply. Avoid marketing to the public without a clear regulatory assessment and proper documentation.
Start with the firms internal complaints process. If unresolved, you can turn to Kifid, the Dutch Financial Services Complaints Institute, for many consumer disputes. Serious misconduct can be reported to the AFM. Keep records of communications and agreements.
- Netherlands Authority for the Financial Markets AFM: Market conduct supervisor, prospectus approvals, and investor warnings.- De Nederlandsche Bank DNB: Prudential supervisor, payment and settlement oversight, and AML registrations for certain providers.- European Securities and Markets Authority ESMA: EU guidance and Q and A on Prospectus Regulation, MAR, MiFID II, AIFMD, UCITS, SFDR, and MiCA.- Dutch Chamber of Commerce KVK: Company registrations, extracts, and beneficial ownership register information.- Kifid: Dutch Financial Services Complaints Institute for consumer disputes with financial undertakings.- Belastingdienst Dutch Tax Administration: Information on dividend withholding, box 2 and box 3 taxation of investments.- Euronext Amsterdam: Listing rules and admission procedures for issuers seeking to list in the Netherlands.- Netherlands Enterprise Agency RVO: Programs and information for entrepreneurs including financing routes and guarantees.
- Define your goal: Private funding from a small circle, a broader offer, a listing, or setting up a fund. The goal determines the regulatory path.- Map your audience: Retail, professional, or qualified investors only. Investor type drives disclosure and marketing rules.- Assess if your plan is a public offer: A lawyer can check whether an exemption applies or if you need a prospectus or other documents.- Prepare core documents: Term sheet, corporate approvals, investor agreements, risk disclosures, and if needed a prospectus or information document. Keep marketing consistent with legal documents.- Check licensing and registrations: Determine if you or your partners need authorization as an investment firm, fund manager, crowdfunding provider, or crypto asset service provider.- Plan AML and data protection: Set up client onboarding, sanctions screening, and GDPR compliant processes.- Set a realistic timeline: Include room for AFM review cycles, internal approvals, and investor roadshows.- Engage advisers early: A securities lawyer, civil law notary, accountant, and tax adviser can prevent costly missteps.- Keep records: Maintain a compliance file with versions of documents, approvals, investor communications, and advice received.- If you are in Diever: You can work with advisers remotely or in nearby cities within Drenthe and Overijssel. Many filings are fully digital, and meetings with notaries and the KVK can be scheduled efficiently.
