Best Structured Finance Lawyers in Middelburg

About Structured Finance Law in Middelburg, Netherlands

Structured finance covers specialized financing techniques that repackage financial assets to achieve objectives such as risk transfer, funding diversification, regulatory capital relief, or balance-sheet management. Common structures include securitisations, covered bonds, asset-backed commercial paper, repo and collateral arrangements, and special purpose vehicles - often set up as Dutch private limited companies - BV - or foundations - stichting - for bankruptcy remoteness. Although Middelburg is a regional city in the Netherlands, transactions carried out there are governed by Dutch national law and applicable European Union regulation. Legal advice based in Middelburg will therefore combine local practical knowledge - such as contacts with regional courts, notaries and banks - with expertise in Dutch and EU financial, corporate and tax law.

Why You May Need a Lawyer

- Structuring and documentation: You need precise drafting for securitisation, pledge and trust-like structures, intercreditor agreements, and SPV governance documents to ensure enforceability and bankruptcy remoteness.

- Regulatory compliance: Lawyers help determine whether the transaction triggers licensing, prospectus or disclosure obligations under the Financial Supervision Act - Wft - the EU Securitisation Regulation or other EU rules.

- Tax planning and risk allocation: Structured finance transactions raise tax questions - for example value-added tax, corporate tax, withholding tax and transfer pricing - that require legal and tax coordination to avoid unexpected costs or tax challenges.

- Due diligence and disclosure: Buyers, investors and arrangers require legal due diligence on underlying assets, title, contracts and counterparty exposures. Lawyers prepare and verify disclosure documentation.

- Enforcement and insolvency risk management: In distressed situations you will need advice on enforcement of security, the effects of Dutch insolvency proceedings, and steps to preserve creditor rights and recoveries.

- Cross-border issues: If assets, investors or counterparties are outside the Netherlands, a lawyer will coordinate applicable foreign rules, conflict of laws and recognition of security or judgments.

Local Laws Overview

- Dutch Civil Code - Burgerlijk Wetboek: Governs contract law, property rights, pledges and corporate law rules applicable to BVs, NVs and foundations. Proper incorporation and corporate governance are essential for SPV reliability.

- Financial Supervision Act - Wet op het financieel toezicht (Wft): Sets licensing, conduct and disclosure rules for banks and certain financial services. Determine whether your activity requires an AFM or DNB license or notification.

- Securitisation Regulation - EU regulation: European securitisation rules include due diligence, risk retention, transparency and simple, transparent and standardised - STS - requirements that can affect structuring, investor eligibility and reporting obligations.

- Bankruptcy law and insolvency proceedings: Dutch insolvency rules influence the effectiveness of bankruptcy-remote vehicles, the treatment of pledged assets and the enforcement options available to creditors.

- Anti-money laundering rules - WWFT: The Dutch Anti-Money Laundering and Anti-Terrorist Financing Act requires client identification and reporting obligations for institutions and sometimes for parties arranging transactions.

- Tax law and treaty considerations: Dutch tax rules and international tax treaties affect withholding tax, corporate income tax, VAT and the tax treatment of structured products. Special purpose foundations and administrative foundations - such as STAKs - are often used for economic or tax reasons and must be implemented carefully.

- Notarial and registration formalities: Certain security interests - such as real estate mortgages - require notarial acts and registration. The local notary and the Chamber of Commerce - Kamer van Koophandel - play roles in company formation and public records.

Frequently Asked Questions

What is a special purpose vehicle - SPV - and why is it used in structured finance?

An SPV is an entity created to isolate financial assets and liabilities from the originator's balance sheet. In the Netherlands SPVs are often used to achieve bankruptcy separation, limit recourse to the originator, and provide a clear chain for asset ownership and cash flow waterfalls. Lawful setup requires proper corporate formalities, arm's length governance and realistic economic substance to avoid recharacterisation in insolvency or tax challenges.

Do I need a local Dutch lawyer if the transaction is between foreign parties but uses Dutch law?

Yes. If Dutch law governs the documents or the transaction uses Dutch corporate forms, real estate or registration systems you should retain a Dutch lawyer. They will ensure the documents comply with local formalities, corporate governance rules and public filing requirements, and advise on Dutch insolvency, tax and regulatory consequences.

What regulatory approvals might be required for a securitisation or structured product?

Regulatory requirements depend on the parties and the nature of the instrument. Possible obligations include authorisations under the Wft, prospectus or PRIIPs obligations for offers to retail investors, compliance with the EU Securitisation Regulation for investor due diligence and risk retention, and AML checks. A lawyer will identify applicable approvals early in the process.

How do Dutch insolvency laws affect secured creditors and pledged assets?

Dutch insolvency law includes rules on the ranking of creditors, clawback rights and the enforceability of security. Properly perfected security and registration increase the likelihood that secured creditors will be able to enforce outside insolvency or rank higher in estate distributions. Certain transactions shortly before insolvency can be challenged as voidable transactions. Legal advice is essential to avoid timing and structuring pitfalls.

Are foundations - stichtingen - commonly used in Dutch structured finance, and why?

Yes. Foundations are often used as administrative or protective structures because they have no members or shareholders, can hold assets and control cash flows and can be designed to be bankruptcy remote. They are frequently used as administrative foundations - STAKs - to separate legal and economic ownership. Governance and transparency need careful legal drafting to withstand regulatory and insolvency scrutiny.

What tax issues should I consider for a Dutch securitisation?

Key tax issues include corporate tax residence of the SPV, VAT treatment of fees and services, withholding taxes on interest or dividends, transfer pricing and potential Dutch substance requirements. The structure should be reviewed by both legal and tax advisors to minimize surprises and ensure that tax authorities accept the intended treatment.

How does the EU Securitisation Regulation impact transactions in the Netherlands?

The Securitisation Regulation imposes transparency requirements, due diligence and retention obligations for originators, sponsors and securitisation repositories. It affects investor requirements and reporting timelines. Dutch market participants must comply with both the EU rules and any implementing guidance from local authorities.

What does "bankruptcy remoteness" mean in practice and is it guaranteed?

Bankruptcy remoteness means that an SPV's assets and liabilities are kept legally separate from the originator, reducing the risk that originator insolvency affects the SPV. It is not guaranteed. Courts may look at substance over form and can recharacterise arrangements if corporate formalities are ignored or the SPV lacks economic independence. Robust documentation, independent directors, separate bank accounts and arm's length servicing arrangements help maintain remoteness.

Who enforces disclosures and compliance in the Netherlands for structured finance?

The Netherlands Authority for the Financial Markets - AFM - regulates market conduct and disclosures, while De Nederlandsche Bank - DNB - supervises prudential matters for banks and large financial institutions. Tax and AML compliance are enforced by the Tax and Customs Administration and the Financial Intelligence Unit. Non-compliance can lead to fines, reputational damage or restrictions on market access.

How long does it typically take to set up a Dutch SPV and complete a securitisation transaction?

Timelines vary with complexity. Forming a Dutch BV can be completed in a matter of days with a notary and Chamber of Commerce registration. Securitisation transactions typically take weeks to months because of due diligence, drafting of complex transaction documents, regulatory checks, tax opinions and negotiations with investors and rating agencies if applicable. Early planning and engaging counsel at the outset speeds up the process.

Additional Resources

- Netherlands Authority for the Financial Markets - AFM - for conduct, disclosure and prospectus matters.

- De Nederlandsche Bank - DNB - for prudential supervision and licensing of banks and large financial institutions.

- Dutch Tax and Customs Administration - Belastingdienst - for tax guidance and rulings relevant to structured transactions.

- Chamber of Commerce - Kamer van Koophandel - for company registration, trade register information and legal form guidance.

- Dutch Bar Association - Nederlandse Orde van Advocaten - for information on regulated lawyers and complaints procedures.

- Royal Dutch Association of Civil Law Notaries - Koninklijke Notariële Beroepsorganisatie - KNB - for notarial requirements and lists of notaries.

- Rijksoverheid publications and statutes - for the Financial Supervision Act, Dutch Civil Code and implementation texts for EU regulations.

Next Steps

- Assess your needs: Identify whether you require advice on structuring, regulatory compliance, tax, insolvency risk or negotiating with investors. Clear objectives - such as funding size, investor type and risk allocation - will guide counsel selection.

- Engage a specialized team: Look for lawyers in Middelburg or nearby cities with expertise in Dutch banking and finance law, securitisation, corporate and tax law. Consider a cross-disciplinary team including tax advisers and notaries.

- Prepare documentation for intake: Gather key documents - asset schedules, borrower contracts, existing security documents, corporate records, and preliminary investor term sheets - to speed up legal review.

- Request a scope and fee estimate: Ask for a written engagement letter that sets out scope, estimated timeline and fees. Complex transactions may require phased engagement - for example a structuring phase followed by documentation and closing phases.

- Plan for regulatory filings and local formalities: Work with counsel to identify filings with AFM, DNB or registry steps at the notary and Chamber of Commerce and to coordinate any required tax rulings.

- Maintain records and compliance processes: After closing, implement reporting and compliance systems to meet ongoing transparency, risk retention and AML requirements.

If you need assistance finding a local lawyer, start by contacting the Dutch Bar Association for a list of qualified finance lawyers or consult the Chamber of Commerce for local law firms. Early legal involvement reduces risk and helps ensure your structured finance transaction is legally sound and practical in the Middelburg and wider Dutch legal environment.